Common use of Implementation of the Acquisition Clause in Contracts

Implementation of the Acquisition. 5.1 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two undertakes that, by no later than 11:59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-Two’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two reasonably considers entitle it to invoke such Condition(s) and the reasons why Take-Two considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s); (b) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two agrees that Codemasters shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (c) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake). 5.2 If Take-Two becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two Bidco undertakes that, by no later than 11:59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-TwoBidco’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two Bidco reasonably considers entitle it to invoke such Condition(s) and the reasons why Take-Two Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s); (b) where Take-Two Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two Bidco agrees that Codemasters shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (c) where Take-Two Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two Bidco irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate to Take-TwoBidco, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake). 5.2 If Take-Two EA or Bidco becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two Bidco to invoke (and the Panel would permit Take-Two Bidco to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code)satisfaction, Take-Two EA or Bidco shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 Where the Acquisition is being implemented by way of the Scheme:Scheme:- (a) Take-Two 5.1.1 Bidder undertakes that, by no later than 11:59 p.m. 11.59 pm on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters either:TClarke either:- (ia) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (iib) confirming Take-Two’s Bidder's intention to invoke one or more Conditions a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two Bidder reasonably considers entitle entitles it to invoke such Condition(s) the Condition and why, in the reasons why Take-Two case of any Condition to which Rule 13.5 of the Code applies, Bidder considers such event or circumstance to be sufficiently of material significance to Bidder in the context of the Acquisition for the Panel to permit it to invoke such Condition(s);Condition; and (b) where Take-Two confirms 5.1.2 if all the satisfaction or waiver of all Conditions (other than the Scheme ConditionConditions) in accordance with clause 5.1(a)(i)have been satisfied or waived, Take-Two agrees that Codemasters Bidder shall be permitted instruct counsel to take the necessary steps to procure that appear on its behalf at the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (c) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate as it relates to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to Bidder. Bidder shall provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its TClarke's counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake)undertaking. 5.2 If Take-Two Bidder becomes aware of any fact, matter or circumstance that it they reasonably considers consider would entitle Take-Two Bidder to invoke (and the Panel would permit Take-Two Bidder to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction Conditions, Bidder shall inform TClarke (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Lawproviding summary details) inform Codemasters providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. General 5.1 Where the Acquisition is being implemented by way of the SchemeEach party will use all reasonable endeavours: (a) Take-Two undertakes that, to procure the release of the Announcement to the Relevant Authority by no later than 11:59 5.00 p.m. on the Business Day immediately preceding day following the Court Hearing, it shall deliver a notice in writing to Codemasters either: date of execution of this Agreement (i) confirming or by such other time or such other date as may be agreed between the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-Two’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two reasonably considers entitle it to invoke such Condition(s) Acquirer and the reasons why Take-Two considers such event or circumstance Company subject to be sufficiently material for the Panel to permit it to invoke such Condition(sapplicable Law); (b) where Take-Two confirms to do and execute, or procure the satisfaction doing and executing of, each necessary or waiver of all Conditions (other than desirable act, document and thing reasonably within its power to implement the Acquisition on the terms and subject to the conditions set out or referred to in the Announcement and to give effect to the matters specified in, the Announcement and the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two agrees that Codemasters shall be permitted to take Circular or Jersey Merger Agreement (as the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisitioncase may be); and (c) where Take-Two confirms the satisfaction or waiver of all Conditions (other than to finalise the Scheme Condition) Circular and to agree and fix a date with the Court for the Convening Hearing and, so far as is practicable, the Court Hearing. The parties will seek to book at least a half day for the Convening Hearing and the Court Hearing unless, acting reasonably, they agree otherwise in accordance writing. The notice convening the Court Meeting, together with clause 5.1(a)(iall relevant forms of election (if any), Take-Two irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement proxy forms and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation documents related to the Scheme and, if so required, will be dispatched to appear before the Court by counsel to so undertake). 5.2 If Take-Two becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details Company Shareholders as soon as is reasonably practicablepracticably after the Convening Hearing and, in any event, 3 Business Days thereof. Notice for the Court Meeting will be at least 21 clear days (taking into account applicable provisions for the deemed receipt of the notice covering the Court Meeting) and shall not be greater than 28 clear days, unless the parties otherwise agree in writing, each acting reasonably and without undue delay. 5.2 The parties agree that the conditions to the Scheme set out in the Scheme Circular shall be the same as the Conditions set out in the Announcement and this Agreement. 5.3 The Company will procure that the Announcement and the Scheme Circular includes the Company Board Recommendation. 5.4 For so long as the Acquisition is being (or is to be) implemented by way of the Scheme, and without prejudice to the generality of Clause 5.1, the Company shall (and shall procure that any relevant member of the Group shall): (a) as soon as reasonably practicable apply to the Court for leave to convene the Court Meeting and file such documents and take such steps as may be necessary in connection therewith; (b) subject to the approval of the Acquirer (acting reasonably), finalise and (where required) settle with the Court the Scheme Circular, all necessary advertisements and forms of proxy and election; (c) once approved by the Acquirer (acting reasonably) and the Court, not seek to revise the Scheme Circular, to amend the terms of the Acquisition or (unless required by the Court) to adjourn the Meetings, in each case, without the prior written consent of the Acquirer (not be unreasonably withheld or delayed); (d) within 5 Business Days upon (i) the Court making the order necessary for the purpose of convening the Court Meeting; (ii) any necessary advertisements, the Scheme Circular and forms of proxy and election being finalised; and (iii) such documents being approved by the Acquirer (acting reasonably), publish the requisite advertisements and arrange for the posting of the Scheme Circular to the Company Shareholders; (e) not (unless required by the Court) agree to an extension of time in connection with, or to any variation, amendment, withdrawal or non-enforcement (in whole or in part) of, the Scheme without the prior written consent of the Acquirer (not be unreasonably withheld or delayed); (f) convene, hold and transact the relevant business at each of the Meetings at the time and date specified in the Scheme Circular (or as soon as practicable thereafter) and propose the resolutions set out in the notices of those meetings (as appropriate) without amendments; (g) following each of the Meetings and assuming the necessary resolutions are passed by the requisite majorities, as soon as practicable seek the sanction by the Court of the Scheme (unless the Acquirer has notified an intention to invoke a Condition under Clause 4.2); (h) as soon as reasonably practicable following sanction by the Court of the Scheme, cause office copies and any other necessary documents to be filed with the Jersey registrar of companies such that the Scheme becomes effective; and (i) to take all other necessary actions to effect the Scheme once it has been sanctioned by the Court.

Implementation of the Acquisition. 5.1 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two each of Bidco and Offeror undertakes that, by no later than 11:59 11.59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters Xxxxx Xxxx either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme ConditionsCondition 2(c)); or (ii) confirming Take-Two’s its intention to invoke one or more Conditions a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two Bidco reasonably considers entitle it to invoke such Condition(s) the Condition and the reasons why Take-Two Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s)Condition; (b) where Take-Two confirms Offeror and Bidco confirm the satisfaction or waiver of all Conditions (other than the Scheme ConditionCondition 2(c)) in accordance with clause 5.1(a)(i), Take-Two agrees Offeror and Bidco agree that Codemasters Xxxxx Xxxx shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties Offeror and Xxxxx Xxxx and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (c) where Take-Two confirms Offeror shall instruct counsel to appear on its and Bidco’s behalf at the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far they relate as it relates to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement Offeror and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake)Bidco. 5.2 If Take-Two the Offeror Board becomes aware of any fact, matter or circumstance that it the Offeror Board reasonably considers would entitle Take-Two it to invoke (and the Panel would permit Take-Two it to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code)Conditions, Take-Two Offeror shall (subject to Law) inform Codemasters Xxxxx Xxxx providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two Bidco undertakes that, by no later than 11:59 p.m. on the Business Day immediately preceding that prior to the Court Hearing, it shall deliver a notice in writing to Codemasters Target either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-TwoBidco’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two Bidco reasonably considers entitle it to invoke such Condition(s) Conditions and the reasons why Take-Two Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s)Conditions; (b) where Take-Two Xxxxx confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two Bidco agrees that Codemasters Target shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (c) where Take-Two Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two Bidco irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far as they relate to Take-TwoBidco, that Codemasters Target or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by CodemastersTarget, its counsel or the Court, in relation to such agreement (including instructing CodemastersTargets’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake). 5.2 If Take-Two Bidco becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two Bidco to invoke (and the Panel would permit Take-Two Bidco to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code)satisfaction, Take-Two Bidco shall (subject to Law) inform Codemasters providing reasonable details Target as soon as is reasonably practicable, providing reasonable details.

Implementation of the Acquisition. 5.1 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two Bidco undertakes that, by no later than 11:59 11.59 p.m. on the Business Day immediately preceding the Court Sanction Hearing, it shall deliver a notice in writing to Codemasters Xxx Xxxxx either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-Two’s its intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two Bidco reasonably considers entitle it to invoke such Condition(s) and the reasons why Take-Two Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s); (b) where Take-Two Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme ConditionConditions) in accordance with clause 5.1(a)(i), Take-Two Bidco agrees that Codemasters Xxx Xxxxx shall be permitted to take the necessary steps to procure that the Court Sanction Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (c) where Take-Two confirms Bidco shall instruct counsel to appear on its behalf at the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far they relate as it relates to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake)Bidco. 5.2 If Take-Two the Bidco Board or the ABG Board becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two entitles Bidco to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any (which will always be subject to the consent of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the CodePanel), Take-Two Bidco shall, and ABG shall procure that Bidco shall, (subject to Law) inform Codemasters Xxx Xxxxx providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 If the PPL Group Directors become aware of any fact, matter or circumstance that is likely, after the issue of the Scheme Document, to significantly change the scheme timetable, or which the PPL Group Directors reasonably considers would entitle it to invoke (and, applying the test set out in Rule 13.5 of the Takeover Code, the Panel would permit it to so invoke) any of the Conditions, PPL shall (subject to Applicable Law) inform Egdon providing reasonable details as soon as is reasonably practicable. 5.2 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two 5.2.1 PPL undertakes that, by no later than 11:59 11.59 p.m. on the Business Day immediately preceding the Court Sanction Hearing, it shall deliver a notice in writing to Codemasters Egdon either: (ia) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (iib) confirming Take-Two’s its intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two PPL reasonably considers entitle entitles it to invoke such Condition(s) and the reasons Condition (and, in the case of any Condition to which Rule 13.5 of the Code applies, setting out why Take-Two PPL considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(sCondition for the purposes of Rule 13.5); (b) 5.2.2 where Take-Two PPL confirms the satisfaction or waiver of all Conditions (other than the Scheme ConditionConditions) in accordance with clause 5.1(a)(i), Take-Two Clause 5.2.1(a): (a) PPL agrees that Codemasters Xxxxx shall be permitted to take the necessary steps to procure that the Court Sanction Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (cb) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably PPL hereby agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ instruct counsel to so undertake agree on its behalf in relation at the Sanction Hearing to sanction the Scheme and, if so required, to appear before the Court by counsel undertake to so undertake)be bound thereby. 5.2 If Take-Two becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 If the PPL Group Directors become aware of any fact, matter or circumstance that is likely, after the issue of the Scheme Document, to significantly change the scheme timetable, or which the PPL Group Directors reasonably considers would entitle it to invoke (and, applying the test set out in Rule 13.5 of the Takeover Code, the Panel would permit it to so invoke) any of the Conditions, PPL shall (subject to Applicable Law) inform Egdon providing reasonable details as soon as is reasonably practicable. 5.2 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two 5.2.1 PPL undertakes that, by no later than 11:59 11.59 p.m. on the Business Day immediately preceding the Court Sanction Hearing, it shall deliver a notice in writing to Codemasters Egdon either: (ia) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (iib) confirming Take-Two’s its intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two PPL reasonably considers entitle entitles it to invoke such Condition(s) and the reasons Condition (and, in the case of any Condition to which Rule 13.5 of the Code applies, setting out why Take-Two PPL considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(sCondition for the purposes of Rule 13.5); (b) 5.2.2 where Take-Two PPL confirms the satisfaction or waiver of all Conditions (other than the Scheme ConditionConditions) in accordance with clause 5.1(a)(i), Take-Two Clause 5.2.1(a): (a) PPL agrees that Codemasters Egdon shall be permitted to take the necessary steps to procure that the Court Sanction Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (cb) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably PPL hereby agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ instruct counsel to so undertake agree on its behalf in relation at the Sanction Hearing to sanction the Scheme and, if so required, to appear before the Court by counsel undertake to so undertake)be bound thereby. 5.2 If Take-Two becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two Bidco undertakes that, by no later than 11:59 11.59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters AA either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-Two’s its intention to invoke one or more Conditions (if permitted by the Panel) a Condition and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two Bidco reasonably considers entitle it to invoke such Condition(s) the Condition and the reasons why Take-Two Bidco considers such event or circumstance circumstances to be sufficiently material for the Panel to permit it to invoke such Condition(s)Condition; (b) where Take-Two Xxxxx confirms the satisfaction or waiver of all Conditions (other than the Scheme ConditionConditions) in accordance with clause 5.1(a)(i), Take-Two Bidco agrees that Codemasters AA shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (c) where Take-Two confirms Bidco shall instruct counsel to appear on its behalf at the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far they relate as it relates to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake)Bidco. 5.2 If Take-Two Bidco becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two Bidco to invoke (and the Panel would permit Take-Two it to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code)Conditions, Take-Two Bidco shall (subject to Law) inform Codemasters AA providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 Xxxxxx acknowledges and agrees that the expected timetable for implementation of the Acquisition (and which will be contained in the Scheme Document, subject to any revisions required as a result of the availability of Court Hearing dates) is as set out in Schedule 3. 5.2 Notwithstanding the expected timetable set out in Schedule 3, the timing of the publication of the Scheme Document, the holding of the Spire Shareholder Meetings and the holding of the Court Hearing shall be at the sole election of Spire. 5.3 Where the Acquisition is being implemented by way of the SchemeScheme and provided that the date set for the Court Hearing is not earlier than 16 July 2021, or such other date that has been agreed to by Xxxxxx in writing (acting reasonably), or otherwise set for a date no earlier than the earlier in time to occur of: (i) the date on which Conditions 1(a) and 1(b) have been satisfied (or, where applicable, waived); and (ii) the date that is one month prior to the Longstop Date: (a) Take-Two Xxxxxx undertakes that, by no later than 11:59 11.59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters Spire either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-Two’s its intention to invoke one or more Conditions a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two Xxxxxx reasonably considers entitle it to invoke such Condition(s) the Condition and why, in the reasons why Take-Two case of any Condition to which Rule 13.5 of the Code applies, Xxxxxx considers such event or circumstance to be sufficiently of material for significance to Xxxxxx in the Panel to permit it to invoke such Condition(s);context of the Acquisition; and (b) where Take-Two in circumstances in which Xxxxxx confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(iConditions), Take-Two agrees that Codemasters Xxxxxx shall be permitted instruct counsel to take the necessary steps to procure that appear on its behalf at the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (c) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate as it relates to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake)Xxxxxx. 5.2 If Take-Two becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 Without prejudice to clause 3, the Offeror shall use its reasonable endeavours to procure the satisfaction of the Conditions in relation to it as soon as reasonably practicable and to implement the Acquisition upon the terms described in the Announcement and as otherwise provided in this Agreement. 5.2 The Offeror confirms to the Offeree that it is not aware of any matter or circumstance which would, or which could reasonably be expected to, cause any of the Conditions not to be satisfied in relation to it or which would prevent it acting in accordance with this Agreement and the Announcement. 5.3 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two the Offeror undertakes that, by no later than 11:59 that either: (i) as soon as reasonably practicable before 11.59 p.m. on the Business Day day immediately preceding prior to the Court HearingHearing Date, it shall deliver a notice in writing to Codemasters either: (i) the Offeree confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions)) of all Conditions; or (ii) as soon as reasonably practicable after making its decision to do so and in any event before 11.59 p.m. on the day immediately prior to Court Hearing Date it shall deliver a notice in writing to the Offeree confirming Take-Two’s its intention to invoke one or more Conditions a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two the Offeror reasonably considers entitle it to invoke such Condition(s) and the reasons why Take-Two considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s)Condition; (b) where Take-Two the Offeror confirms the satisfaction or waiver of all Conditions (other than the Scheme ConditionConditions) of all Conditions in accordance with clause 5.1(a)(i5.3(a)(i), Take-Two the Offeror agrees that Codemasters the Offeree shall be permitted to take the necessary steps to procure that the Court Sanction Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (c) where Take-Two confirms the satisfaction or waiver of all Conditions (other than Offeror shall instruct counsel to appear on its behalf at the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far they relate to Take-Two, that Codemasters or its counsel may provide as it relates to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake)Offeror. 5.2 5.4 If Take-Two the Offeror becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two it to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (and, applying the test set out in Rule 13.5 of the Code), Take-Two the Panel would permit it to so invoke) any of the Conditions, the Offeror shall (subject to Law) inform Codemasters providing reasonable details the Offeree as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 Where 2.1 Immediately following the execution of this Agreement, or at such other time as may be agreed between the parties, DCS and Bidco shall procure the release of the Press Announcement, and the obligations of DCS and Bidco under this Agreement, other than this Clause 2.1, shall be conditional on such release. 2.2 The principal terms of the Acquisition is being implemented by way shall be as set out in the Press Announcement together with such other terms or as otherwise modified as DCS and Bidco may agree in writing. The terms of the Scheme:Acquisition at the date of posting of the Scheme Document shall be set out in the Scheme Document. Unless and until this Agreement is terminated in accordance with its terms, each of the parties shall use all reasonable endeavours to implement the Acquisition and each stage of the Acquisition and (so far as they each may be reasonably able) to achieve satisfaction of the Conditions as promptly as reasonably practicable, save that nothing in this Agreement shall oblige Bidco to waive the Conditions or treat them as satisfied. 2.3 DCS and Bidco undertake to each other (to the extent that such steps have not already been taken prior to the date hereof): (a) Take-Two undertakes thatto make, by no later than 11:59 p.m. on as soon as reasonably practicable, such filings with the Business Day immediately preceding Relevant Authorities, jointly or separately, as are necessary or expedient for the Court Hearing, it shall deliver a notice in writing to Codemasters either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-Two’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details implementation of the event which has occurred, or circumstances which have arisen, which Take- Two reasonably considers entitle it to invoke such Condition(s) and the reasons why Take-Two considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s)Acquisition; (b) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two agrees that Codemasters shall be permitted to take the necessary steps to procure that the Court Hearing is duly held provide as soon as reasonably practicable thereafter in consultation with each party such information as may be reasonably requested by a Relevant Authority; (having regard c) promptly to notify the proposed timetable agreed between the parties other party and included provide copies of any material communications with a Relevant Authority in the Scheme Document or in any subsequent agreed announcement regarding connection with the implementation of the Acquisition)Acquisition save in respect of any information the circulation of which would adversely affect the other’s legitimate business interests; and (cd) where Take-Two confirms if necessary (and if permitted by the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(iRelevant Authority), Take-Two irrevocably agrees to undertake negotiate jointly with any Relevant Authority in relation to any undertakings, orders or agreements which such Relevant Authority requires to facilitate and/or implement the Acquisition (whether or not the consent of that Relevant Authority is required to satisfy the Conditions) provided, for the avoidance of doubt, that this provision shall not require either DCS or Bidco to agree any such undertakings, orders or agreements which it considers it cannot reasonably be expected to agree or which would involve more than insignificant expenditure. 2.4 Each party undertakes to keep the other informed reasonably promptly of developments which are material or reasonably expected to be material to the Court to be bound obtaining of the Clearances by the terms dates of the Scheme in so far they relate to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake). 5.2 If Take-Two becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two to invoke (Hearing and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions Effective Date, as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicableTimetable.

Implementation of the Acquisition. 5.1 6.1 Where the Acquisition is being implemented by way of the Scheme: (aA) Take-Two Once all Conditions (other than the Scheme Condition) have been satisfied or waived, Future agrees that it shall not object to GoCo taking the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (B) Future undertakes that, by no later than 11:59 11.59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters GoCo either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme ConditionsCondition); or (ii) confirming Take-Two’s Future's intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two Future reasonably considers entitle it to invoke such Condition(s) and the reasons why Take-Two Future considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s); (b) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two agrees that Codemasters shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (cC) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two Future irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate as it relates to Take-TwoFuture, that Codemasters GoCo or its counsel may provide to the Court a copy of such this undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by CodemastersGoCo, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ GoCo’s counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake). 5.2 6.2 If Take-Two becomes the Future Directors become aware of any fact, matter or circumstance that it they reasonably considers consider would entitle Take-Two Future to invoke (and the Panel would permit Take-Two Future to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code)Conditions, Take-Two Future shall (subject to Law) inform Codemasters GoCo providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two undertakes that, by no later than 11:59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-Two’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Take-Two reasonably considers entitle it to invoke such Condition(s) and the reasons why Take-Two considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s); (b) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two agrees that Codemasters shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (c) where Take-Two confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake). 5.2 If Take-Two becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 If Deutsche Bank intends to invoke (and, applying the test set out in Rule 13.5 of the Takeover Code, the Panel would permit it to so invoke) any of the Conditions, Deutsche Bank shall (subject to applicable law) inform Numis of its intention as soon as reasonably practicable, providing reasonable details. 5.2 Where the Acquisition is being implemented by way of the Scheme: (a) Take-Two 5.2.1 Deutsche Bank undertakes that, by no later than 11:59 11.59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters Numis confirming either: (ia) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (iib) confirming Take-Two’s its intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Take- Two Deutsche Bank reasonably considers entitle it to invoke such Condition(s) or treat it as unsatisfied or incapable of satisfaction and the reasons why Take-Two Deutsche Bank considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s)Condition; (b) 5.2.2 where Take-Two Deutsche Bank confirms the satisfaction or waiver of all Conditions (other than the Scheme ConditionConditions) in accordance with clause 5.1(a)(i), Take-Two 5.2, (a) Deutsche Bank agrees that Codemasters Numis shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and (cb) where Take-Two confirms Deutsche Bank shall instruct counsel to appear on its behalf at the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far they relate insofar as it relates to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake)Deutsche Bank. 5.2 If Take-Two becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 Where The Acquisition shall entail the acquisition by Bidco of the entire issued and, to the extent issued in compliance with Clause 10.1.1(d), to be issued share capital of the Company (other than the Excluded Shares) by way of the Scheme. 5.2 The Company undertakes to use all reasonable endeavours to implement the Scheme in accordance with the terms of, and the timetable set out in, the Circular, and to consult with Bidco in relation to such implementation. 5.3 Each Party shall cooperate with each other and use reasonable endeavours to take, or cause to be taken, all actions necessary to consummate the Acquisition. Without limiting the generality of the foregoing, each Party: (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such Party (pursuant to any applicable Law or contract, or otherwise), including any required filings with or notices to any Governmental Authority, in connection with the Acquisition; (b) shall use reasonable endeavours to obtain each consent (if any) required to be obtained (pursuant to any applicable Law or contract, or otherwise) by such Party in connection with the Acquisition (provided, that in no event shall Bidco or the Company be required to pay any monies or agree to any material undertaking in connection with the foregoing); (c) shall submit promptly any information reasonably requested by any Governmental Authority in connection with the Acquisition or the filings made or notices given pursuant to this Clause 5.3; and (d) shall use reasonable endeavours to lift any restraint, injunction or other legal bar to the Acquisition. Each Party shall promptly deliver to the other Party a copy of each such filing made, notice given and consent obtained prior to the Effective Date. 5.4 Notwithstanding Clause 5.1, the Parties each acknowledge that circumstances may arise whereby it may be considered preferable for the Acquisition to be implemented by way of a Takeover Offer. If, in Xxxxx’s opinion, such is the case then it may inform the Special Committee and the Special Committee agrees to enter into good faith discussions with Xxxxx regarding the preferred structure of the Acquisition, taking into account, amongst other things, the prospect of the Acquisition succeeding. The Special Committee will consent to the Acquisition being implemented by way of a Takeover Offer (rather than by way of the Scheme:) (an “Agreed Switch”), unless the Special Committee determines in good faith, after consultation with outside counsel and its Financial Adviser, that providing such consent would result in the Special Committee being in breach of its fiduciary duties or violating its obligations under the Act or at common law. (a) Take-Two undertakes that, by no later than 11:59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-Two’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of 5.5 In the event which has occurredthat the Special Committee does not provide its consent to the Acquisition being implemented by way of a Takeover Offer pursuant to Clause 5.4, or circumstances which have arisen, which Take- Two reasonably considers entitle it Bidco shall be entitled to invoke proceed with such Condition(sTakeover Offer (without the Special Committee Recommendation) and the reasons why Take-Two considers such Company agrees that it will promptly (and in any event within three (3) Business Days) following request by Bidco, provide or circumstance cause to be sufficiently material provided to Bidco mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the record holders of Company Shares, in each case that are accurate and complete as of the most recent practicable date, and shall furnish Bidco with such additional available information (including, but not limited to, periodic updates of such information) and such other assistance as Bidco or their agents may reasonably request in communicating the Takeover Offer to the record and beneficial holders of Company Shares. 5.6 In the event of an Agreed Switch: 5.6.1 the Parties agree that the Takeover Offer will be conducted in compliance with US tender offer rules, including the requirement that such Takeover Offer be open for a period of at least 20 Business Days; 5.6.2 the acceptance condition shall be set at not less than 75 per cent. of the Company Shares (including, for the Panel to permit it to invoke such Condition(savoidance of doubt, any Company Shares already owned by Bidco or any of its Affiliates); (b) where Take5.6.3 neither Bidco nor its Affiliates or Representatives shall take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn in each case for non-Two confirms fulfilment of the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two agrees that Codemasters shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard acceptance condition to the proposed timetable agreed between Takeover Offer for as long as the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition)Takeover Offer is open for acceptance; and (c) where Take-Two confirms 5.6.4 Bidco shall keep the satisfaction Company informed, on a regular basis and in any event when next informed by the Receiving Agent following a request from the Company, of the number of the Company Shares in respect of which the Company Shareholders have validly returned their forms of acceptance or waiver withdrawal forms or incorrectly completed their withdrawal or acceptance forms and the identity of all Conditions (other than such shareholders. 5.7 In the Scheme Condition) event of an Agreed Switch, this Agreement shall continue in accordance with clause 5.1(a)(i)force until terminated pursuant to Clause 12, Take-Two irrevocably agrees and shall be construed as far as possible to undertake give effect to the Court to be bound by the terms intentions of the Scheme Parties under this Agreement. 5.8 Save as otherwise permitted by Clause 10.4, the Company shall not, and shall procure that none of its subsidiaries or Representatives shall, take or knowingly omit to take any action that may result in so far they relate the Acquisition being frustrated or in Company Shareholders being denied the opportunity to Take-Two, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake decide on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake)merits. 5.2 If Take-Two becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Take-Two to invoke (and the Panel would permit Take-Two to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicable.

Implementation of the Acquisition. 5.1 Where 2.1 Subject to clause 3.7, Intec undertakes to (and undertakes to procure that the other members of the Intec Group will) implement the Acquisition is being implemented by way of the SchemeScheme in accordance with, and subject to, the Conditions and, so far as reasonably possible, within the Timetable. 2.2 The principal terms of the Acquisition shall be as set forth in the Conditions, the terms as set out in the Rule 2.5 Announcement and such other terms or other modifications as Bidco and Intec may agree. 2.3 Each of Bidco and Intec undertakes to the other (to the extent that such steps have not already been taken prior to the date hereof): (a) to make as promptly as reasonably practicable and in accordance with any applicable time limits (and any extension thereof that may be granted), all such notifications or filings with any appropriate Relevant Authorities, whether jointly or separately (as may be required by applicable law), as Bidco reasonably considers are necessary or desirable for the implementation of the Acquisition, the obtaining of the Clearances and/or the satisfaction of the Conditions; (b) unless the parties agree otherwise, to provide as promptly as practicable, in consultation with the other party, such information or documentation as may be reasonably requested by a Relevant Authority (insofar as the relevant party has or can procure the requested information or documentation), whether or not any notification has been made to it under applicable law; (c) promptly to notify the other party of, and provide copies of, any communications (whether oral or written) received from or made to a Relevant Authority in connection with the obtaining of the Clearances, the satisfaction of the Conditions and the implementation of the Acquisition, save in respect of any information the disclosure of which would, in the reasonable opinion of the party concerned, adversely affect its legitimate business interests, provided that in such circumstances a copy of such communication is provided to the other party’s external counsel on an ‘external counsel only’ basis and a non-confidential version of the same (or a non-confidential summary of a non-written communication) is provided to the other party; and (d) take such measures that are reasonably necessary or desirable to ensure that the implementation of the Acquisition does not breach any applicable laws or regulations. 2.4 Bidco undertakes to: (a) Take-Two undertakes thatconsult with Intec as to the form and content of any notification, by no later than 11:59 p.m. on filing, response to a request for information or other submission (together, Submissions) to be made to a Relevant Authority in connection with the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or (ii) confirming Take-Two’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details implementation of the event which has occurredAcquisition, or circumstances which have arisen, which Take- Two save that where such information is reasonably considers entitle it to invoke such Condition(s) and the reasons why Take-Two considers such event or circumstance considered by Bidco to be sufficiently material for the Panel commercially sensitive, Bidco may choose to permit it provide such information to invoke such Condition(s)Intec’s legal advisers on an ‘external counsel only’ basis; (b) where Take-Two confirms the satisfaction or waiver of use all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two agrees that Codemasters shall be permitted to take the necessary steps reasonable endeavours to procure that Intec and its advisers are able to attend meetings and participate in any discussions (including telephone discussions) with any Relevant Authority in relation to the Court Hearing is duly held Acquisition; (c) procure that drafts or re-drafts of any Submissions are provided to Intec as soon as reasonably practicable thereafter (having regard and in sufficient time to allow Intec and its advisers to provide comments thereon prior to submission to the proposed timetable agreed between Relevant Authorities, save that where such drafts or re-drafts contain information that is reasonably considered by Bidco to be commercially sensitive, Bidco may choose to provide such information to Intec’s legal advisers on an ‘external counsel only’ basis; and (d) take reasonable account of the parties comments of Intec and included its advisers on such drafts and re-drafts of any Submission before they are submitted. 2.5 Clause 2.4 shall apply mutatis mutandis as regards Intec’s undertakings to Bidco. 2.6 Each of Intec and Bidco undertakes to keep the other informed reasonably promptly of developments which are material or potentially material to the obtaining of the Clearances by the date of the Scheme Court Hearing, as set out in the Scheme Document Timetable, or in any subsequent agreed announcement regarding which would otherwise materially affect the implementation of the Acquisition); and. (c) where Take-Two 2.7 Each party confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Take-Two irrevocably agrees to undertake to the Court to be bound by other that, as at the terms date of the Scheme in so far they relate to Take-Twothis Agreement, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake). 5.2 If Take-Two becomes it is not aware of any fact, material matter or circumstance that it which would or could reasonably considers would entitle Take-Two be expected to invoke (and the Panel would permit Take-Two to so invoke) result in any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), Take-Two shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicablenot being satisfied.