Common use of Break Payments Clause in Contracts

Break Payments. 12.1 Subject to Clauses 12.2 and 12.7, NortonLifeLock undertakes that if, on or prior to the Long Stop Date: (a) either (i) a NortonLifeLock Board Recommendation Change has occurred; or (ii) the NortonLifeLock Stockholders Meeting has not occurred prior to the Long Stop Date in breach of NortonLifeLock’s obligations under this Agreement, NortonLifeLock shall pay to Avast an amount equal to $300,000,000 (the “NortonLifeLock Board Recommendation Change Break Payment”), in cash, in US dollars; (b) either (i) Bidco and/or NortonLifeLock invokes (and is permitted by the Panel to invoke) any Regulatory Condition so as to cause the Transaction to lapse, to be withdrawn, or not to proceed; or (ii) a Regulatory Condition has not been satisfied or waived by Bidco and/or NortonLifeLock as at the Long Stop Date (each a “Regulatory Condition Satisfaction Failure Event”), NortonLifeLock shall pay to Avast an amount equal to $200,000,000 (the “Regulatory Condition Break Payment”), in cash, in US dollars; or (c) the NortonLifeLock Stockholders do not approve the NortonLifeLock Stockholder Matters at the NortonLifeLock Stockholders Meeting and there has been no NortonLifeLock Board Recommendation Change (the “NortonLifeLock Stockholder Approval Failure Event”), NortonLifeLock shall pay to Avast an amount equal to $100,000,000 (the “NortonLifeLock Stockholder Approval Failure Break Payment”), in cash, in US dollars, in each case by way of compensation for any loss suffered by Avast in connection with the preparation and negotiation of the Transaction. 12.2 Notwithstanding Clause 12.1, no Break Payment shall be payable by NortonLifeLock pursuant to this Agreement if: (a) prior to the time the relevant Break Payment Event occurs, an Avast Board Recommendation Change has occurred (irrespective of whether or not this Agreement has been terminated pursuant to Clause 15.1(c)(i)); (b) prior to the time the relevant Break Payment Event occurs, this Agreement has been terminated in accordance with Clauses 15.1(a) or 15.1(b); (c) prior to the relevant Break Payment Event occurring, this Agreement has been terminated pursuant to: (i) the occurrence of one or more events set out in: (A) Clause 15.1(c)(iii); (B) Clause 15.1(d); (C) Clause 15.1(f); or (D) Clause 15.1(g), except where the Scheme is not sanctioned at the Court Sanction Hearing in circumstances where Bidco, in each case with the Panel’s permission, does not intend to invoke or has not invoked a Condition as contemplated by Clause 7.1(c)(ii), and the non-sanction of the Scheme has occurred as a result of Bidco failing to deliver the notice contemplated by Clause 7.1(c)(i) by the time and date specified in Clause 7.1(c); or (ii) the occurrence of one or more events set out in Clauses 15.1(i)(i) or 15.1(j)(i), except where such termination arises as a result of a Break Payment Event (and not as a result of any other Condition that does not give rise to a Break Payment Event); or (d) an automatic termination event or a right to terminate this Agreement has arisen, in each case, on the Long Stop Date in the case of a Break Payment Event that is triggered on the Long Stop Date (an “Applicable Termination Right”), pursuant to: (i) the occurrence of one or more events set out in: (A) Clause 15.1(c)(iii); (B) Clause 15.1(c)(iv) (other than, with respect to the Regulatory Condition Break Payment or a NortonLifeLock Board Recommendation Change Break Payment, if termination or the Applicable Termination Right pursuant to Clause 15.1(c)(iv) applies due to a Break Fee Payment Event occurring (and not due to any other Condition that does not give rise to a Break Payment Event)); (C) Clause 15.1(f); or (D) Clause 15.1(g), except where the Scheme is not sanctioned at the Court Sanction Hearing in circumstances where Bidco, in each case with the Panel’s permission, does not intend to invoke or has not invoked a Condition as contemplated by Clause 7.1(c)(ii), and the non-sanction of the Scheme has occurred as a result of Bidco failing to deliver the notice contemplated by Clause 7.1(c)(i) by the time and date specified in Clause 7.1(c); or (ii) the occurrence of one or more events set out in Clauses 15.1(i)(i) or 15.1(j)(i), except where such termination arises as a result of a Break Payment Event (and not as a result of any other Condition that does not give rise to a Break Payment Event); or (e) the relevant Break Payment Event is a Regulatory Condition Satisfaction Failure Event, in circumstances either where: (i) Avast has materially obstructed NortonLifeLock and Bidco from being able to obtain a Regulatory Approval (and such action(s) or non-actions(s) are a material and contributory cause of such failure to obtain such Regulatory Approval) in sufficient time to avoid a Regulatory Condition not having been satisfied as at the Long Stop Date; or (ii) Avast has undertaken, or entered into any agreement to undertake, or announced, after the date of this Agreement, an acquisition of any material interest in shares, businesses or assets or any licensing arrangement or other arrangement or collaboration with a third party, and such action was a material and contributory cause of the Regulatory Condition Satisfaction Failure Event. 12.3 NortonLifeLock shall pay any Break Payment by electronic bank transfer to a bank account designated by Avast within seven days of the occurrence of the relevant Break Payment Event. For the avoidance of doubt (i) in no event shall NortonLifeLock be required to pay more than one Break Payment; and (ii) if, on the Long Stop Date, the circumstances set out in Clauses 12.1(a) and 12.1(b) have both occurred such that both the NortonLifeLock Board Recommendation Change Break Payment and Regulatory Condition Break Payment are payable, then NortonLifeLock shall only be obligated (subject to the terms of this Agreement) to make the NortonLifeLock Board Recommendation Change Break Payment. 12.4 The parties acknowledge and agree that, at the date of this Agreement, it is not possible to ascertain the amount of the overall loss that Avast would incur as a result of a Break Payment Event and that the Break Payments represent a genuine pre-estimate by the parties of the amount of the overall loss that Avast would incur as a result of such Break Payment Event having occurred. 12.5 The parties to this Agreement intend and shall use reasonable endeavours to procure that the Break Payments are not treated for VAT purposes as consideration for a taxable supply. Each of the parties to this Agreement shall keep the other party fully informed of any correspondence with HMRC or any other Tax Authority with regard to the VAT treatment of the Break Payments, and will take into account the reasonable comments of the other party in any submissions to or correspondence with HMRC or any other Tax Authority relating to the VAT treatment of the Break Payments. 12.6 Subject to the remainder of this Clause 12.6, the Break Payments are inclusive of any applicable VAT or any other similar taxes. If, however, a Break Payment is treated by HMRC or any other Tax Authority, in whole or in part, as consideration for a taxable supply, and Avast or another member of the Avast Group is liable for VAT on that taxable supply, then to the extent that NortonLifeLock (or another member of the NortonLifeLock Group) is entitled to recover VAT due on that taxable supply from HMRC or any other Tax Authority by repayment or credit (the amount of such entitlement to repayment or credit being the “Recoverable VAT Amount”), and subject to the receipt of a valid VAT invoice, NortonLifeLock shall pay to Avast the Recoverable VAT Amount in addition to the Break Payment. To the extent HMRC or the other Tax Authority determines that NortonLifeLock (or another member of the NortonLifeLock Group) is not entitled to recover that VAT, Avast shall refund the Recoverable VAT Amount if already received by it to NortonLifeLock. 12.7 If a Break Payment is treated by HMRC or any other Tax Authority, in whole or in part, as consideration for a taxable supply, and NortonLifeLock (or another member of the NortonLifeLock Group) is liable for VAT on that taxable supply, the amount of that Break Payment shall be reduced by an amount equal to that VAT to the extent NortonLifeLock (or any other member of the NortonLifeLock Group liable for that VAT) is not entitled to recover that VAT by repayment or credit. 12.8 In the event that a Break Payment is due and payable in accordance with Clause 12.1, except with respect to fraud, Avast’s right to receive such Break Payment shall be the sole and exclusive remedy of Avast, any member of the Avast Group and any of their respective Affiliates against NortonLifeLock, any member of the NortonLifeLock Group, Bidco and any of their respective Affiliates for any and all losses and damages suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall NortonLifeLock be required to pay a Break Payment more than once. 12.9 In the event that a Break Payment Event has occurred as contemplated by Clause 12.1 prior to the payment of the Break Payment pursuant to Clause 12.1 of this Agreement, Avast shall provide to NortonLifeLock a properly completed and executed U.S. Internal Revenue Service Form W-8BEN-E (or applicable successor form) certifying that Avast is a publicly-traded NFFE (within the meaning of such Form W-8BEN-E) and any other documentation reasonably requested by NortonLifeLock as Avast may provide in accordance with Law to allow NortonLifeLock to establish that the withholding of Tax is not required with respect to the Break Payment.

Break Payments. 12.1 15.1 Subject to Clauses 12.2 15.2 and 12.715.6, NortonLifeLock Bidder undertakes that if, on or prior to the Long Stop Date: (aA) either either: (i) a NortonLifeLock Bidder Board Recommendation Change has occurred; or (ii) the NortonLifeLock Stockholders Bidder Stockholder Meeting has not occurred prior to the Long Stop Date in breach of NortonLifeLockBidder’s obligations under this Agreement, NortonLifeLock in either case so as to cause the Combination to lapse, to be withdrawn or not to proceed, Bidder shall pay to Avast Target an amount equal to $300,000,000 220,527,460 (the “NortonLifeLock Bidder Board Recommendation Change Break Payment”), in cash, in US dollarsDollars; (bB) either either: (i) Bidco and/or NortonLifeLock Bidder invokes (and is permitted by the Panel to invoke) any Regulatory Condition so as to cause the Transaction to lapse, to be withdrawn, or not to proceedCondition; or (ii) a Regulatory Condition has not been satisfied or waived by Bidco and/or NortonLifeLock Bidder as at the Long Stop Date Date, in either case, so as to cause the Combination to lapse, to be withdrawn, or not to proceed (each a “Regulatory Condition Satisfaction Failure Event”), NortonLifeLock Bidder shall pay to Avast Target an amount equal to $200,000,000 147,018,306 (the “Regulatory Condition Break Payment”), in cash, in US dollarsDollars; or (cC) the NortonLifeLock Bidder Stockholders do not approve the NortonLifeLock Stockholder Matters Bidder Resolutions at the NortonLifeLock Stockholders Bidder Stockholder Meeting (or any subsequent stockholder meeting convened by Bidder prior to the Long Stop Date to obtain approval of the Bidder Resolutions) so as to cause the Combination to lapse, to be withdrawn or not to proceed, and there has been no NortonLifeLock Bidder Board Recommendation Change (the “NortonLifeLock Bidder Stockholder Approval Failure Event”), NortonLifeLock Bidder shall pay to Avast Target an amount equal to $100,000,000 73,509,153 (the “NortonLifeLock Bidder Stockholder Approval Failure Break Payment”), in cash, in US dollarsDollars, in each case by way of compensation for any loss suffered by Avast Target in connection with the preparation and negotiation of the TransactionCombination. 12.2 15.2 Notwithstanding Clause 12.115.1, no Break Payment shall be payable by NortonLifeLock Bidder pursuant to this Agreement if: (aA) prior to the time the relevant Break Payment Event occurs, an Avast a Target Board Adverse Recommendation Change has occurred (irrespective of whether or not this Agreement has been terminated pursuant to Clause 15.1(c)(i13.1(C)); (bB) prior to the time the relevant Break Payment Event occurs, this Agreement has been terminated in accordance with Clauses 15.1(a13.1(A) or 15.1(b13.1(B); (cC) prior to the relevant Break Payment Event occurring, this Agreement has already been terminated pursuant to: (i) the occurrence of one or more events set out in: (A) Clause 15.1(c)(iii13.1(D)(i);; or (B) Clause 15.1(d13.1(D)(iii);; or (C) Clause 15.1(f); or (D) Clause 15.1(g13.1(D)(iv), except where the Scheme is not sanctioned at the Court Sanction Scheme Hearing in circumstances where Bidco, in each case with the Panel’s permission, does not intend to invoke or has not invoked a Condition as contemplated by Clause 7.1(c)(ii), and the non-sanction of the Scheme has occurred as a result of Bidco Bidder failing to deliver the notice contemplated by Clause 7.1(c)(i7.1(A) by in breach of (x) its obligations under Clause 7.1 and (y) paragraph 3(g) of Appendix 7 of the time and date specified in Clause 7.1(c)Code, where the Panel has not otherwise agreed that Bidder is not required to deliver such notice; or (ii) the occurrence of one or more events set out in Clauses 15.1(i)(i) or 15.1(j)(i13.1(D)(ii), except where such termination arises as a result of a Break Payment Event (and not as a result of any other Condition that does not give rise to a Break Payment Event); or (dD) an automatic termination event or a right to terminate this Agreement has arisen, in each case, on the Long Stop Date in the case of a Break Payment Event that is triggered on or before the Long Stop Date (an “Applicable Termination Right”), pursuant to: (i) the occurrence of one or more events set out in: (A) Clause 15.1(c)(iii13.1(D)(iii); (B) Clause 15.1(c)(iv13.1(D)(iv), except where the Scheme is not sanctioned at the Scheme Hearing as a result of Bidder failing to deliver the notice contemplated by Clause 7.1(A) in breach of (x) its obligations under Clause 7.1 and (y) paragraph 3(g) of Appendix 7 of the Code, where the Panel has not otherwise agreed that Bidder is not required to deliver such notice; or (C) Clause 13.1(D)(v) (other than, with respect to the Regulatory Condition Break Payment, Bidder Stockholder Approval Failure Break Payment or a NortonLifeLock Bidder Board Recommendation Change Break Payment, if termination or the Applicable Termination Right pursuant to Clause 15.1(c)(iv13.1(D)(v) applies due to a Break Fee Payment Event occurring (and not due to any other Condition that does not give rise to a Break Payment Event)); (C) Clause 15.1(f); or (D) Clause 15.1(g), except where the Scheme is not sanctioned at the Court Sanction Hearing in circumstances where Bidco, in each case with the Panel’s permission, does not intend to invoke or has not invoked a Condition as contemplated by Clause 7.1(c)(ii), and the non-sanction of the Scheme has occurred as a result of Bidco failing to deliver the notice contemplated by Clause 7.1(c)(i) by the time and date specified in Clause 7.1(coccurring); or (ii) the occurrence of one or more events set out in Clauses 15.1(i)(i) or 15.1(j)(i13.1(D)(ii), except where such termination arises as a result of a Break Payment Event (and not as a result of any other Condition that does not give rise to a Break Payment Event); or (eE) the relevant Break Payment Event is a Regulatory Condition Satisfaction Failure Event, in circumstances either where: (i) Avast Target has materially obstructed NortonLifeLock and Bidco Bidder from being able to obtain an approval from a Regulatory Approval Relevant Authority (and such action(s) or non-actions(s) are a material and contributory cause of such failure to obtain such Regulatory Approvalapproval) in sufficient time to avoid a Regulatory Condition not having been satisfied as at the Long Stop Date; or (ii) Avast Target has undertaken, or entered into any agreement to undertake, or announced, after the date of this AgreementAgreement (without the prior written consent of the Bidder), an acquisition of any material interest in shares, businesses or assets or any licensing arrangement or other arrangement or collaboration with a third party, and such action was a material and contributory cause of the Regulatory Condition Satisfaction Failure EventEvent where a Regulatory Condition Satisfaction Failure Event could be reasonably expected to have resulted from such an action. 12.3 NortonLifeLock 15.3 Bidder shall pay any Break Payment by electronic bank transfer to a bank account designated by Avast Target within seven days three Business Days of the occurrence of the relevant Break Payment Event. For the avoidance of doubt doubt: (i) in no event shall NortonLifeLock Bidder be required to pay more than one Break Payment; and (ii) if, on the Long Stop Date, the circumstances set out in Clauses 12.1(a15.1(A) and 12.1(b15.1(B) have both occurred such that both the NortonLifeLock Bidder Board Recommendation Change Break Payment and Regulatory Condition Break Payment are payable, then NortonLifeLock Bidder shall only be obligated (subject to the terms of this Agreement) to make the NortonLifeLock Bidder Board Recommendation Change Break Payment. 12.4 15.4 The parties acknowledge and agree that, at the date of this Agreement, it is not possible to ascertain the amount of the overall loss that Avast Target would incur as a result of a Break Payment Event and that the Break Payments represent a genuine pre-estimate by the parties of the amount of the overall loss that Avast Target would incur as a result of such Break Payment Event having occurred. 12.5 15.5 The Break Payments are inclusive of any applicable VAT. The parties to this Agreement intend and shall use reasonable endeavours to procure that the Break Payments are not treated for VAT purposes as consideration for a taxable supply. Each of the parties to this Agreement shall keep the other party fully informed of any correspondence with HMRC or any other Tax Authority with regard to the VAT treatment of the Break Payments, and will take into account the reasonable comments of the other party in any submissions to or correspondence with HMRC or any other Tax Authority relating to the VAT treatment of the Break Payments. 12.6 Subject to the remainder of this Clause 12.6, the Break Payments are inclusive of any applicable VAT or any other similar taxes. If, however, a Break Payment is treated by HMRC or any other Tax Authority, in whole or in part, as consideration for a taxable supply, and Avast or another member of the Avast Group is liable for VAT on that taxable supply, then to the extent that NortonLifeLock (or another member of the NortonLifeLock Group) is entitled to recover VAT due on that taxable supply from HMRC or any other Tax Authority by repayment or credit (the amount of such entitlement to repayment or credit being the “Recoverable VAT Amount”), and subject to the receipt of a valid VAT invoice, NortonLifeLock shall pay to Avast the Recoverable VAT Amount in addition to the Break Payment. To the extent HMRC or the other Tax Authority determines that NortonLifeLock (or another member of the NortonLifeLock Group) is not entitled to recover that VAT, Avast shall refund the Recoverable VAT Amount if already received by it to NortonLifeLock. 12.7 If a Break Payment is treated by HMRC or any other Tax Authority, in whole or in part, as consideration for a taxable supply, and NortonLifeLock (or another member of the NortonLifeLock Group) is liable for VAT on that taxable supply, the amount of that Break Payment shall be reduced by an amount equal to that VAT to the extent NortonLifeLock (or any other member of the NortonLifeLock Group liable for that VAT) is not entitled to recover that VAT by repayment or credit. 12.8 15.6 In the event that a Break Payment is due and payable in accordance with Clause 12.115.1, except with respect to fraud, AvastTarget’s right to receive such Break Payment shall be the sole and exclusive remedy of AvastTarget, any member of the Avast Target Group and any of their respective Affiliates affiliates against NortonLifeLock, Bidder and any member of the NortonLifeLock Group, Bidco and any of their respective Affiliates Bidder Group for any and all losses and damages suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall NortonLifeLock Bidder be required to pay a Break Payment more than once. 12.9 In the event that a Break Payment Event has occurred as contemplated by Clause 12.1 prior to the payment of the Break Payment pursuant to Clause 12.1 of this Agreement, Avast shall provide to NortonLifeLock a properly completed and executed U.S. Internal Revenue Service Form W-8BEN-E (or applicable successor form) certifying that Avast is a publicly-traded NFFE (within the meaning of such Form W-8BEN-E) and any other documentation reasonably requested by NortonLifeLock as Avast may provide in accordance with Law to allow NortonLifeLock to establish that the withholding of Tax is not required with respect to the Break Payment.

Break Payments. 12.1 Subject to Clauses 12.2 and 12.7, NortonLifeLock undertakes that if, on or prior to the Long Stop Date: (a) either (i) a NortonLifeLock Board Recommendation Change has occurred; or (ii) the NortonLifeLock Stockholders Meeting has not occurred prior to the Long Stop Date in breach of NortonLifeLock’s obligations under this Agreement, NortonLifeLock shall pay to Avast an amount equal to $300,000,000 (the “NortonLifeLock Board Recommendation Change Break Payment”), in cash, in US dollars; (b) either (i) Bidco and/or NortonLifeLock invokes (and is permitted by the Panel to invoke) any Regulatory Condition so as to cause the Transaction to lapse, to be withdrawn, or not to proceed; or (ii) a Regulatory Condition has not been satisfied or waived by Bidco and/or NortonLifeLock as at the Long Stop Date (each a “Regulatory Condition Satisfaction Failure Event”), NortonLifeLock shall pay to Avast an amount equal to $200,000,000 (the “Regulatory Condition Break Payment”), in cash, in US dollars; or (c) the NortonLifeLock Stockholders do not approve the NortonLifeLock Stockholder Matters at the NortonLifeLock Stockholders Meeting and there has been no NortonLifeLock Board Recommendation Change (the “NortonLifeLock Stockholder Approval Failure Event”), NortonLifeLock shall pay to Avast an amount equal to $100,000,000 (the “NortonLifeLock Stockholder Approval Failure Break Payment”), in cash, in US dollars, , (d) in each case by way of compensation for any loss suffered by Avast in connection with the preparation and negotiation of the Transaction. 12.2 Notwithstanding Clause 12.1, no Break Payment shall be payable by NortonLifeLock pursuant to this Agreement if: (a) prior to the time the relevant Break Payment Event occurs, an Avast Board Recommendation Change has occurred (irrespective of whether or not this Agreement has been terminated pursuant to Clause 15.1(c)(i)); (b) prior to the time the relevant Break Payment Event occurs, this Agreement has been terminated in accordance with Clauses 15.1(a) or 15.1(b); (c) prior to the relevant Break Payment Event occurring, this Agreement has been terminated pursuant to: (i) the occurrence of one or more events set out in: (A) Clause 15.1(c)(iii); (B) Clause 15.1(d); (C) Clause 15.1(f); or (D) Clause 15.1(g), except where the Scheme is not sanctioned at the Court Sanction Hearing in circumstances where Bidco, in each case with the Panel’s permission, does not intend to invoke or has not invoked a Condition as contemplated by Clause 7.1(c)(ii), and the non-sanction of the Scheme has occurred as a result of Bidco failing to deliver the notice contemplated by Clause 7.1(c)(i) by the time and date specified in Clause 7.1(c); or (ii) the occurrence of one or more events set out in Clauses 15.1(i)(i15.1(i) or 15.1(j)(i15.1(j), except where such termination arises as a result of a Break Payment Event (and not as a result of any other Condition that does not give rise to a Break Payment Event); or (d) an automatic termination event or a right to terminate this Agreement has arisen, in each case, on the Long Stop Date in the case of a Break Payment Event that is triggered on the Long Stop Date (an “Applicable Termination Right”), pursuant to: (i) the occurrence of one or more events set out in: (A) Clause 15.1(c)(iii); (B) Clause 15.1(c)(iv) (other than, with respect to the Regulatory Condition Break Payment or a NortonLifeLock Board Recommendation Change Break Payment, if termination or the Applicable Termination Right pursuant to Clause 15.1(c)(iv) applies due to a Break Fee Payment Event occurring (and not due to any other Condition that does not give rise to a Break Payment Event)); (C) Clause 15.1(f); or (D) Clause 15.1(g), except where the Scheme is not sanctioned at the Court Sanction Hearing in circumstances where Bidco, in each case with the Panel’s permission, does not intend to invoke or has not invoked a Condition as contemplated by Clause 7.1(c)(ii), and the non-sanction of the Scheme has occurred as a result of Bidco failing to deliver the notice contemplated by Clause 7.1(c)(i) by the time and date specified in Clause 7.1(c); or (ii) the occurrence of one or more events set out in Clauses 15.1(i)(i15.1(i) or 15.1(j)(i15.1(j), except where such termination arises as a result of a Break Payment Event (and not as a result of any other Condition that does not give rise to a Break Payment Event); or (e) the relevant Break Payment Event is a Regulatory Condition Satisfaction Failure Event, in circumstances either where: (i) Avast has materially obstructed NortonLifeLock and Bidco from being able to obtain a Regulatory Approval (and such action(s) or non-actions(s) are a material and contributory cause of such failure to obtain such Regulatory Approval) in sufficient time to avoid a Regulatory Condition not having been satisfied as at the Long Stop Date; or (ii) Avast has undertaken, or entered into any agreement to undertake, or announced, after the date of this the original Agreement, an acquisition of any material interest in shares, businesses or assets or any licensing arrangement or other arrangement or collaboration with a third party, and such action was a material and contributory cause of the Regulatory Condition Satisfaction Failure Event. 12.3 NortonLifeLock shall pay any Break Payment by electronic bank transfer to a bank account designated by Avast within seven days of the occurrence of the relevant Break Payment Event. For the avoidance of doubt (i) in no event shall NortonLifeLock be required to pay more than one Break Payment; and (ii) if, on the Long Stop Date, the circumstances set out in Clauses 12.1(a) and 12.1(b) have both occurred such that both the NortonLifeLock Board Recommendation Change Break Payment and Regulatory Condition Break Payment are payable, then NortonLifeLock shall only be obligated (subject to the terms of this Agreement) to make the NortonLifeLock Board Recommendation Change Break Payment. 12.4 The parties acknowledge and agree that, at the date of this the original Agreement, it is not possible to ascertain the amount of the overall loss that Avast would incur as a result of a Break Payment Event and that the Break Payments represent a genuine pre-estimate by the parties of the amount of the overall loss that Avast would incur as a result of such Break Payment Event having occurred. 12.5 The parties to this Agreement intend and shall use reasonable endeavours to procure that the Break Payments are not treated for VAT purposes as consideration for a taxable supply. Each of the parties to this Agreement shall keep the other party fully informed of any correspondence with HMRC or any other Tax Authority with regard to the VAT treatment of the Break Payments, and will take into account the reasonable comments of the other party in any submissions to or correspondence with HMRC or any other Tax Authority relating to the VAT treatment of the Break Payments. 12.6 Subject to the remainder of this Clause 12.6, the Break Payments are inclusive of any applicable VAT or any other similar taxes. If, however, a Break Payment is treated by HMRC or any other Tax Authority, in whole or in part, as consideration for a taxable supply, and Avast or another member of the Avast Group is liable for VAT on that taxable supply, then to the extent that NortonLifeLock (or another member of the NortonLifeLock Group) is entitled to recover VAT due on that taxable supply from HMRC or any other Tax Authority by repayment or credit (the amount of such entitlement to repayment or credit being the “Recoverable VAT Amount”), and subject to the receipt of a valid VAT invoice, NortonLifeLock shall pay to Avast the Recoverable VAT Amount in addition to the Break Payment. To the extent HMRC or the other Tax Authority determines that NortonLifeLock (or another member of the NortonLifeLock Group) is not entitled to recover that VAT, Avast shall refund the Recoverable VAT Amount if already received by it to NortonLifeLock. 12.7 If a Break Payment is treated by HMRC or any other Tax Authority, in whole or in part, as consideration for a taxable supply, and NortonLifeLock (or another member of the NortonLifeLock Group) is liable for VAT on that taxable supply, the amount of that Break Payment shall be reduced by an amount equal to that VAT to the extent NortonLifeLock (or any other member of the NortonLifeLock Group liable for that VAT) is not entitled to recover that VAT by repayment or credit. 12.8 In the event that a Break Payment is due and payable in accordance with Clause 12.1, except with respect to fraud, Avast’s right to receive such Break Payment shall be the sole and exclusive remedy of Avast, any member of the Avast Group and any of their respective Affiliates against NortonLifeLock, any member of the NortonLifeLock Group, Bidco and any of their respective Affiliates for any and all losses and damages suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall NortonLifeLock be required to pay a Break Payment more than once. 12.9 In the event that a Break Payment Event has occurred as contemplated by Clause 12.1 prior to the payment of the Break Payment pursuant to Clause 12.1 of this Agreement, Avast shall provide to NortonLifeLock a properly completed and executed U.S. Internal Revenue Service Form W-8BEN-E (or applicable successor form) certifying that Avast is a publicly-traded NFFE (within the meaning of such Form W-8BEN-E) and any other documentation reasonably requested by NortonLifeLock as Avast may provide in accordance with Law to allow NortonLifeLock to establish that the withholding of Tax is not required with respect to the Break Payment.

Break Payments. 12.1 Subject to Clauses 12.2 ‎12.2 and 12.7‎12.7, NortonLifeLock undertakes that if, on or prior to the Long Stop Date: (a) either (i) a NortonLifeLock Board Recommendation Change has occurred; or (ii) the NortonLifeLock Stockholders Meeting has not occurred prior to the Long Stop Date in breach of NortonLifeLock’s obligations under this Agreement, NortonLifeLock shall pay to Avast an amount equal to $300,000,000 (the “NortonLifeLock Board Recommendation Change Break Payment”), in cash, in US dollars; (b) either (i) Bidco and/or NortonLifeLock invokes (and is permitted by the Panel to invoke) any Regulatory Condition so as to cause the Transaction to lapse, to be withdrawn, or not to proceed; or (ii) a Regulatory Condition has not been satisfied or waived by Bidco and/or NortonLifeLock as at the Long Stop Date (each a “Regulatory Condition Satisfaction Failure Event”), NortonLifeLock shall pay to Avast an amount equal to $200,000,000 (the “Regulatory Condition Break Payment”), in cash, in US dollars; or (c) the NortonLifeLock Stockholders do not approve the NortonLifeLock Stockholder Matters at the NortonLifeLock Stockholders Meeting and there has been no NortonLifeLock Board Recommendation Change (the “NortonLifeLock Stockholder Approval Failure Event”), NortonLifeLock shall pay to Avast an amount equal to $100,000,000 (the “NortonLifeLock Stockholder Approval Failure Break Payment”), in cash, in US dollars, , (d) in each case by way of compensation for any loss suffered by Avast in connection with the preparation and negotiation of the Transaction. 12.2 Notwithstanding Clause 12.1‎12.1, no Break Payment shall be payable by NortonLifeLock pursuant to this Agreement if: (a) prior to the time the relevant Break Payment Event occurs, an Avast Board Recommendation Change has occurred (irrespective of whether or not this Agreement has been terminated pursuant to Clause 15.1(c)(i‎15.1(c)(i)); (b) prior to the time the relevant Break Payment Event occurs, this Agreement has been terminated in accordance with Clauses 15.1(a‎15.1(a) or 15.1(b‎15.1(b); (c) prior to the relevant Break Payment Event occurring, this Agreement has been terminated pursuant to: (i) the occurrence of one or more events set out in: (A) Clause 15.1(c)(iii‎15.1(c)(iii); (B) Clause 15.1(d‎15.1(d); (C) Clause 15.1(f‎15.1(f); or (D) Clause 15.1(g‎15.1(g), except where the Scheme is not sanctioned at the Court Sanction Hearing in circumstances where Bidco, in each case with the Panel’s permission, does not intend to invoke or has not invoked a Condition as contemplated by Clause 7.1(c)(ii), and the non-sanction of the Scheme has occurred as a result of Bidco failing to deliver the notice contemplated by Clause 7.1(c)(i) by the time and date specified in Clause 7.1(c); or (ii) the occurrence of one or more events set out in Clauses 15.1(i)(i‎15.1(i) or 15.1(j)(i‎15.1(j), except where such termination arises as a result of a Break Payment Event (and not as a result of any other Condition that does not give rise to a Break Payment Event); or (d) an automatic termination event or a right to terminate this Agreement has arisen, in each case, on the Long Stop Date in the case of a Break Payment Event that is triggered on the Long Stop Date (an “Applicable Termination Right”), pursuant to: (i) the occurrence of one or more events set out in: (A) Clause 15.1(c)(iii‎15.1(c)(iii); (B) Clause 15.1(c)(iv‎15.1(c)(iv) (other than, with respect to the Regulatory Condition Break Payment or a NortonLifeLock Board Recommendation Change Break Payment, if termination or the Applicable Termination Right pursuant to Clause 15.1(c)(iv‎15.1(c)(iv) applies due to a Break Fee Payment Event occurring (and not due to any other Condition that does not give rise to a Break Payment Event)); (C) Clause 15.1(f‎15.1(f); or (D) Clause 15.1(g‎15.1(g), except where the Scheme is not sanctioned at the Court Sanction Hearing in circumstances where Bidco, in each case with the Panel’s permission, does not intend to invoke or has not invoked a Condition as contemplated by Clause 7.1(c)(ii‎7.1‎(c)‎(ii), and the non-sanction of the Scheme has occurred as a result of Bidco failing to deliver the notice contemplated by Clause 7.1(c)(i‎7.1‎(c)‎(i) by the time and date specified in Clause 7.1(c‎7.1‎(c); or (ii) the occurrence of one or more events set out in Clauses 15.1(i)(i‎15.1(i) or 15.1(j)(i‎15.1(j), except where such termination arises as a result of a Break Payment Event (and not as a result of any other Condition that does not give rise to a Break Payment Event); or (e) the relevant Break Payment Event is a Regulatory Condition Satisfaction Failure Event, in circumstances either where: (i) Avast has materially obstructed NortonLifeLock and Bidco from being able to obtain a Regulatory Approval (and such action(s) or non-actions(s) are a material and contributory cause of such failure to obtain such Regulatory Approval) in sufficient time to avoid a Regulatory Condition not having been satisfied as at the Long Stop Date; or (ii) Avast has undertaken, or entered into any agreement to undertake, or announced, after the date of this the original Agreement, an acquisition of any material interest in shares, businesses or assets or any licensing arrangement or other arrangement or collaboration with a third party, and such action was a material and contributory cause of the Regulatory Condition Satisfaction Failure Event. 12.3 NortonLifeLock shall pay any Break Payment by electronic bank transfer to a bank account designated by Avast within seven days of the occurrence of the relevant Break Payment Event. For the avoidance of doubt (i) in no event shall NortonLifeLock be required to pay more than one Break Payment; and (ii) if, on the Long Stop Date, the circumstances set out in Clauses 12.1(a‎12.1(a) and 12.1(b‎12.1(b) have both occurred such that both the NortonLifeLock Board Recommendation Change Break Payment and Regulatory Condition Break Payment are payable, then NortonLifeLock shall only be obligated (subject to the terms of this Agreement) to make the NortonLifeLock Board Recommendation Change Break Payment. 12.4 The parties acknowledge and agree that, at the date of this the original Agreement, it is not possible to ascertain the amount of the overall loss that Avast would incur as a result of a Break Payment Event and that the Break Payments represent a genuine pre-estimate by the parties of the amount of the overall loss that Avast would incur as a result of such Break Payment Event having occurred. 12.5 The parties to this Agreement intend and shall use reasonable endeavours to procure that the Break Payments are not treated for VAT purposes as consideration for a taxable supply. Each of the parties to this Agreement shall keep the other party fully informed of any correspondence with HMRC or any other Tax Authority with regard to the VAT treatment of the Break Payments, and will take into account the reasonable comments of the other party in any submissions to or correspondence with HMRC or any other Tax Authority relating to the VAT treatment of the Break Payments. 12.6 Subject to the remainder of this Clause 12.6, the Break Payments are inclusive of any applicable VAT or any other similar taxes. If, however, a Break Payment is treated by HMRC or any other Tax Authority, in whole or in part, as consideration for a taxable supply, and Avast or another member of the Avast Group is liable for VAT on that taxable supply, then to the extent that NortonLifeLock (or another member of the NortonLifeLock Group) is entitled to recover VAT due on that taxable supply from HMRC or any other Tax Authority by repayment or credit (the amount of such entitlement to repayment or credit being the “Recoverable VAT Amount”), and subject to the receipt of a valid VAT invoice, NortonLifeLock shall pay to Avast the Recoverable VAT Amount in addition to the Break Payment. To the extent HMRC or the other Tax Authority determines that NortonLifeLock (or another member of the NortonLifeLock Group) is not entitled to recover that VAT, Avast shall refund the Recoverable VAT Amount if already received by it to NortonLifeLock. 12.7 If a Break Payment is treated by HMRC or any other Tax Authority, in whole or in part, as consideration for a taxable supply, and NortonLifeLock (or another member of the NortonLifeLock Group) is liable for VAT on that taxable supply, the amount of that Break Payment shall be reduced by an amount equal to that VAT to the extent NortonLifeLock (or any other member of the NortonLifeLock Group liable for that VAT) is not entitled to recover that VAT by repayment or credit. 12.8 In the event that a Break Payment is due and payable in accordance with Clause 12.1‎12.1, except with respect to fraud, Avast’s right to receive such Break Payment shall be the sole and exclusive remedy of Avast, any member of the Avast Group and any of their respective Affiliates against NortonLifeLock, any member of the NortonLifeLock Group, Bidco and any of their respective Affiliates for any and all losses and damages suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall NortonLifeLock be required to pay a Break Payment more than once. 12.9 In the event that a Break Payment Event has occurred as contemplated by Clause 12.1 ‎12.1 prior to the payment of the Break Payment pursuant to Clause 12.1 ‎12.1 of this Agreement, Avast shall provide to NortonLifeLock a properly completed and executed U.S. Internal Revenue Service Form W-8BEN-E (or applicable successor form) certifying that Avast is a publicly-traded NFFE (within the meaning of such Form W-8BEN-E) and any other documentation reasonably requested by NortonLifeLock as Avast may provide in accordance with Law to allow NortonLifeLock to establish that the withholding of Tax is not required with respect to the Break Payment.