Common use of Confidentiality and Joint Defence Agreement Clause in Contracts

Confidentiality and Joint Defence Agreement. Further, Keysight , Spirent and their respective external regulatory counsel have entered into a confidentiality and joint defence agreement (the “Confidentiality and Joint Defence Agreement”) dated 11 March 2024, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties and in relation to, in particular, the anti-trust and regulatory workstream only takes place between their respective external regulatory counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available. Co-operation Agreement Pursuant to a co-operation agreement dated on or around the date of this announcement between Spirent and Keysight (the “Co-operation Agreement”), among other things: (i) Spirent and Keysight have agreed to certain undertakings to co-operate and provide each other with information, assistance and access in a timely manner in relation to the filings, notifications or submissions as are necessary for the purposes of satisfying the regulatory conditions; (ii) Keysight has agreed to provide Spirent with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Keysight and Spirent have agreed to certain provisions providing Keysight with the ability to effect the Acquisition by way of a Takeover Offer rather than the Scheme (and Keysight and Spirent have agreed to certain customary provisions if Keysight elects to implement the Acquisition by means of a Takeover Offer); and (iv) Spirent and Keysight have agreed certain arrangements in respect of employees and the Spirent Share Plans, as well as directors’ and officers’ insurance. Pursuant to the Co-operation Agreement, Keysight shall, and shall procure that the members of the Keysight Group shall, take all steps necessary to satisfy the regulatory conditions as promptly as practicable (and in any event, in sufficient time so as to enable the Effective Date to occur prior to the Long Stop Date). The Co-operation Agreement shall be terminated with immediate effect: • if Keysight and Spirent so agree in writing at any time prior to the Effective Date; • upon service of written notice by Xxxxxxxx to Spirent, if the Spirent Directors change their recommendation in certain circumstances; • upon service of written notice by either Keysight to Spirent or Spirent to Keysight, if: o the Scheme is not approved by the requisite majority of Spirent Shareholders at the Court Meeting or the Special Resolution(s) are not passed by the requisite majority of Spirent Shareholders at the Spirent General Meeting; o the Court makes a final determination not to sanction the Scheme; o prior to the Long Stop Date, any Condition has been invoked by Keysight (where the invocation of the relevant Condition has been specifically permitted by the Panel); o prior to the Long Stop Date, a third party announces a firm intention to make an offer for Spirent which completes, becomes effective or becomes or is declared unconditional; o if the Acquisition lapses, terminates or is withdrawn on or prior to the Long Stop Date other than: (i) as a result of Xxxxxxxx’s right to switch to a Takeover Offer; or

Confidentiality and Joint Defence Agreement. Further, Keysight Xxxxx, Spirent and their respective external regulatory counsel have entered into a confidentiality and joint defence agreement (the “Confidentiality and Joint Defence Agreement”) dated 11 March 5 February 2024, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties and in relation to, in particular, the anti-trust and regulatory workstream only takes place between their respective external regulatory counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available. Co-operation Agreement Pursuant to a co-operation agreement dated on or around the date of this announcement between Spirent Spirent, Viavi and Keysight Bidco (the “Co-operation Agreement”), among other things: (i) Spirent and Keysight Bidco have agreed to certain undertakings to co-operate and provide each other with information, assistance and access in a timely manner in relation to the filings, notifications or submissions as are necessary for the purposes of satisfying the regulatory conditions; (ii) Keysight Bidco has agreed to provide Spirent with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Keysight Bidco and Spirent have agreed to certain provisions providing Keysight Bidco with the ability to effect the Acquisition by way of a Takeover Offer rather than the Scheme (and Keysight Bidco and Spirent have agreed to certain customary provisions if Keysight Bidco elects to implement the Acquisition by means of a Takeover Offer); and (iv) Spirent Spirent, Xxxxx and Keysight Bidco have agreed certain arrangements in respect of employees and the Spirent Share Plans, as well as directors’ and officers’ insurance. Pursuant to the Co-operation Agreement, Keysight shallBidco shall use, and shall procure that the members of the Keysight Viavi Group shallshall use, take all steps necessary reasonable endeavours to satisfy the regulatory conditions as promptly as practicable (and in any event, in sufficient time so as to enable the Effective Date to occur prior to the Long Stop Date). This shall include accepting the imposition of, or the offering of, a remedy which Bidco considers (in good faith) to be reasonable to obtain the clearances, provided that nothing in the Co-operation Agreement shall require Bidco or any member of the Viavi Group to take any action (including accepting the imposition of, or offering, any remedy) which would, individually or in the aggregate, be of material significance to the Viavi Group or the Spirent Group in the context of the Acquisition (as such material significance is or would fall to be determined by the Panel under the Takeover Code). The Co-operation Agreement shall be terminated with immediate effect: • if Keysight Viavi, Bidco and Spirent so agree in writing at any time prior to the Effective Date; • upon service of written notice by Xxxxxxxx Bidco to Spirent, if the Spirent Directors change their recommendation in certain circumstances; • upon service of written notice by either Keysight Bidco to Spirent or Spirent to KeysightBidco, if: o the Scheme is not approved by the requisite majority of Spirent Shareholders at the Court Meeting or the Special Resolution(s) are not passed by the requisite majority of Spirent Shareholders at the Spirent General Meeting; o the Court makes a final determination not to sanction the Scheme; o prior to the Long Stop Date, any Condition has been invoked by Keysight Bidco (where the invocation of the relevant Condition has been specifically permitted by the Panel); o prior to the Long Stop Date, a third party announces a firm intention to make an offer for Spirent which completes, becomes effective or becomes or is declared unconditional; o if the Acquisition lapses, terminates or is withdrawn on or prior to the Long Stop Date other than: (i) as a result of XxxxxxxxBidco’s right to switch to a Takeover Offer; oror (ii) it is otherwise to be followed within five Business Days (or such other period as Bidco and Spirent may agree in writing) by a firm offer announcement made by Bidco (or a person acting in concert with Bidco) to implement the Acquisition by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the Spirent Directors; or o unless otherwise agreed by the parties in writing or required by the Panel, if the Effective Date has not occurred on or before the Long Stop Date.

Confidentiality and Joint Defence Agreement. FurtherOn 15 November 2021, Keysight Blue Prism, Spirent SS&C and their respective external regulatory counsel have legal advisers entered into a confidentiality and joint defence agreement (the “Confidentiality and Joint Defence Agreement”) dated 11 March 2024, the purpose purposes of which is are: (i) to agree that “Restricted Information” about the Blue Prism Group may only be shared with SS&C on an “Outside Counsel/Retained Experts Only” basis and so will not be deemed to have been received by SS&C for the purposes of Rule 21.3 of the Takeover Code; and (ii) to ensure that such sharing of the exchange and/or disclosure of certain materials relating to the parties and in relation to, in particular, the anti-trust and regulatory workstream only takes place between their respective external regulatory counsel and external experts, and “Restricted Information” does not diminish in any way the confidentiality of such materials and does not result in constitute a waiver of any privilege, right or immunity that might otherwise be available. Co-operation Agreement Pursuant to a co-operation agreement dated on or around the date of this announcement Announcement between Spirent Blue Prism and Keysight Bidco (the “Co-operation Agreement”), among other things: (i) Spirent and Keysight have Blue Prism has agreed to certain undertakings to co-operate with Bidco to assist the satisfaction of certain regulatory conditions, and provide each other with information, assistance and access in a timely manner Bidco has entered into commitments in relation to the filings, notifications or submissions as are necessary for the purposes of satisfying the obtaining regulatory conditionsand foreign investment clearances; (ii) Keysight Bidco has agreed to provide Spirent Blue Prism with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Keysight and Spirent have Bidco has agreed to certain provisions providing Keysight with the ability to effect the Acquisition by way of a Takeover Offer rather than if the Scheme (and Keysight and Spirent have agreed should switch to certain customary provisions if Keysight elects to implement the Acquisition by means of a Takeover Offer)takeover offer; and (iv) Spirent Blue Prism and Keysight Bidco have agreed certain arrangements in respect of employees and the Spirent Blue Prism Share Plans, as well as directors’ and officers’ insurance. Pursuant to the Co-operation Agreement, Keysight shall, and shall procure that the members of the Keysight Group shall, take all steps necessary to satisfy the regulatory conditions as promptly as practicable (and in any event, in sufficient time so as to enable the Effective Date to occur prior to the Long Stop Date). The Co-operation Agreement shall be terminated with immediate effect: • if Keysight and Spirent so agree will terminate in writing at any time prior to the Effective Date; • upon service a number of written notice by Xxxxxxxx to Spirentcustomary circumstances, if the Spirent Directors change their recommendation in certain circumstances; • upon service of written notice by either Keysight to Spirent or Spirent to Keysight, if: o the Scheme is not approved by the requisite majority of Spirent Shareholders at the Court Meeting or the Special Resolution(s) are not passed by the requisite majority of Spirent Shareholders at the Spirent General Meeting; o the Court makes a final determination not to sanction the Scheme; o prior to the Long Stop Date, any Condition has been invoked by Keysight (where the invocation of the relevant Condition has been specifically permitted by the Panel); o prior to the Long Stop Date, a third party announces a firm intention to make an offer for Spirent which completes, becomes effective or becomes or is declared unconditional; o including if the Acquisition is withdrawn or lapses, terminates or is withdrawn on or if prior to the Long Stop Date other than: (i) any Condition becomes incapable of satisfaction, at Bidco’s or Blue Prism’s election if the Blue Prism Directors withdraw their recommendation of the Acquisition or if the Blue Prism Directors recommend a competing proposal, or if the Scheme does not become Effective in accordance with its terms by the Long Stop Date or otherwise as a result of Xxxxxxxx’s right to switch to a Takeover Offer; oragreed between Bidco and Blue Prism. 44

Confidentiality and Joint Defence Agreement. Further, Keysight Viavi, Spirent and their respective external regulatory counsel have entered into a confidentiality and joint defence agreement (the “Confidentiality and Joint Defence Agreement”) dated 11 March 5 February 2024, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties and in relation to, in particular, the anti-trust and regulatory workstream only takes place between their respective external regulatory counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available. Co-operation Agreement Pursuant to a co-operation agreement dated on or around the date of this announcement between Spirent Spirent, Viavi and Keysight Bidco (the “Co-operation Agreement”), among other things: (i) Spirent and Keysight Bidco have agreed to certain undertakings to co-operate and provide each other with information, assistance and access in a timely manner in relation to the filings, notifications or submissions as are necessary for the purposes of satisfying the regulatory conditions; (ii) Keysight Bidco has agreed to provide Spirent with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Keysight Bidco and Spirent have agreed to certain provisions providing Keysight Bidco with the ability to effect the Acquisition by way of a Takeover Offer rather than the Scheme (and Keysight Bidco and Spirent have agreed to certain customary provisions if Keysight Bidco elects to implement the Acquisition by means of a Takeover Offer); and (iv) Spirent Spirent, Viavi and Keysight Bidco have agreed certain arrangements in respect of employees and the Spirent Share Plans, as well as directors’ and officers’ insurance. Pursuant to the Co-operation Agreement, Keysight shallBidco shall use, and shall procure that the members of the Keysight Viavi Group shallshall use, take all steps necessary reasonable endeavours to satisfy the regulatory conditions as promptly as practicable (and in any event, in sufficient time so as to enable the Effective Date to occur prior to the Long Stop Date). This shall include accepting the imposition of, or the offering of, a remedy which Bidco considers (in good faith) to be reasonable to obtain the clearances, provided that nothing in the Co-operation Agreement shall require Bidco or any member of the Viavi Group to take any action (including accepting the imposition of, or offering, any remedy) which would, individually or in the aggregate, be of material significance to the Viavi Group or the Spirent Group in the context of the Acquisition (as such material significance is or would fall to be determined by the Panel under the Takeover Code). The Co-operation Agreement shall be terminated with immediate effect: • if Keysight Viavi, Bidco and Spirent so agree in writing at any time prior to the Effective Date; • upon service of written notice by Xxxxxxxx Bidco to Spirent, if the Spirent Directors change their recommendation in certain circumstances; • upon service of written notice by either Keysight Bidco to Spirent or Spirent to KeysightBidco, if: o the Scheme is not approved by the requisite majority of Spirent Shareholders at the Court Meeting or the Special Resolution(s) are not passed by the requisite majority of Spirent Shareholders at the Spirent General Meeting; o the Court makes a final determination not to sanction the Scheme; o prior to the Long Stop Date, any Condition has been invoked by Keysight Bidco (where the invocation of the relevant Condition has been specifically permitted by the Panel); o prior to the Long Stop Date, a third party announces a firm intention to make an offer for Spirent which completes, becomes effective or becomes or is declared unconditional; o if the Acquisition lapses, terminates or is withdrawn on or prior to the Long Stop Date other than: (i) as a result of XxxxxxxxBidco’s right to switch to a Takeover Offer; oror (ii) it is otherwise to be followed within five Business Days (or such other period as Bidco and Spirent may agree in writing) by a firm offer announcement made by Bidco (or a person acting in concert with Bidco) to implement the Acquisition by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the Spirent Directors; or o unless otherwise agreed by the parties in writing or required by the Panel, if the Effective Date has not occurred on or before the Long Stop Date.