Common use of Irrevocable undertakings Clause in Contracts

Irrevocable undertakings. Bidco has received irrevocable undertakings from Blackstone Credit, Bybrook, Solus, Barings and CapRe to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of 42,994,812 ADVANZ PHARMA Shares (representing, in aggregate approximately 87.90 per cent. of the limited voting share capital of ADVANZ PHARMA in issue on the Latest Practicable Date). Each of Blackstone Credit, Solus, Barings and CapRe have irrevocably undertaken to elect for the Cash Offer in respect of their respective entire holdings of ADVANZ PHARMA Shares, pursuant to the terms of their irrevocable undertakings. Bybrook has irrevocably undertaken to elect for the Alternative Offer in respect of its entire holding of ADVANZ PHARMA Shares pursuant to the terms of its irrevocable undertaking. Each of Blackstone Credit and Solus have also irrevocably undertaken to transfer their Class A Shares and Class B Shares (as applicable), to Bidco in each case for an aggregate nominal consideration of £1.00 subject to, and on or immediately prior to, the Scheme becoming Effective. Bidco has therefore received irrevocable undertakings to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of a total of 43,014,925 ADVANZ PHARMA Shares (representing, in aggregate approximately 87.94 per cent. of the limited voting share capital of ADVANZ PHARMA in issue on the Latest Practicable Date). Further details of the irrevocable undertakings referred to above (and the circumstances in which they shall cease to be binding or otherwise fall away) are set out in Appendix III to this Announcement.

Irrevocable undertakings. Bidco has received irrevocable undertakings from Blackstone Credit, Bybrook, Solus, Barings and CapRe to vote (or to procure the voting) votes in favour of the Scheme at the Court Meeting and the Resolutions Resolution to be proposed at the General Meeting (or, in the event that if Bidco exercises its right to implement the Acquisition is to be effected by way of a Takeover Offer, to accept, accept such offer) from those of the Sopheon Directors who hold Sopheon Shares (in a personal capacity or procure the acceptance of, such Takeover Offerthrough a nominee) in respect of 42,994,812 ADVANZ PHARMA their (and their connected persons’) entire beneficial holdings of Sopheon Shares, amounting, in aggregate, to 2,340,668 Sopheon Shares (representing, in aggregate aggregate, approximately 87.90 21.89 per cent. of the limited voting share capital of ADVANZ PHARMA Sopheon Shares in issue on 21 December 2023 (being the Latest Practicable Datelast Business Day prior to the date of this Announcement)). Each of Blackstone Credit, Solus, Barings and CapRe have irrevocably undertaken to elect for the Cash Offer in respect of their respective entire holdings of ADVANZ PHARMA Shares, pursuant In addition to the terms of their irrevocable undertakings. Bybrook has irrevocably undertaken to elect for undertakings from the Alternative Offer in respect of its entire holding of ADVANZ PHARMA Shares pursuant to the terms of its irrevocable undertaking. Each of Blackstone Credit and Solus have also irrevocably undertaken to transfer their Class A Shares and Class B Shares (as applicable)Sopheon Directors, to Bidco in each case for an aggregate nominal consideration of £1.00 subject to, and on or immediately prior to, the Scheme becoming Effective. Bidco has therefore also received irrevocable undertakings to vote (or to procure the voting) votes in favour of the Scheme at the Court Meeting and the Resolutions Resolution to be proposed at the General Meeting (or, in the event that if Bidco exercises its right to implement the Acquisition is to be effected by way of a Takeover Offer, to acceptaccept such offer) from Rivomore Limited, or procure the acceptance of, such Takeover Offer) in respect of a total of 43,014,925 ADVANZ PHARMA 2,074,308 Sopheon Shares (held in a personal capacity or through a nominee) representing, in aggregate aggregate, approximately 87.94 19.40 per cent. of the limited voting share capital of ADVANZ PHARMA Sopheon Shares in issue on 21 December 2023 (being the Latest Practicable Datelast Business Day prior to the date of this Announcement). In total therefore, as at the date of this Announcement, Xxxxx has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) with respect to a total of 4,414,976 Sopheon Shares (representing approximately 41.29 per cent. of the Sopheon Shares in issue on 21 December 2023 (being the last Business Day prior to the date of this Announcement)). Further details of the these irrevocable undertakings referred to above (and including details of the circumstances in which they shall cease to be binding or otherwise fall awaybinding) are set out in Appendix III to this Announcement.

Irrevocable undertakings. Bidco has received irrevocable undertakings from Blackstone Credit, Bybrook, Solus, Barings and CapRe to vote (or to procure the voting) votes in favour of the Scheme at the Court Meeting and the Resolutions Resolution to be proposed at the General Meeting (or, in the event that if Bidco exercises its right to implement the Acquisition is to be effected by way of a Takeover Offer, subject to acceptthe terms of the Co-operation Agreement and with the consent of the Takeover Panel, to accept such offer) from all of the Biffa Directors who hold Biffa Shares (in a personal capacity or procure the acceptance of, such Takeover Offerthrough a nominee) in respect of 42,994,812 ADVANZ PHARMA their entire beneficial holdings of Biffa Shares, amounting, in aggregate, to 1,516,697 Biffa Shares (representing, in aggregate aggregate, approximately 87.90 0.50 per cent. of the limited voting share capital of ADVANZ PHARMA Biffa Shares in issue on 26 September 2022 (being the Latest Practicable Datelast Business Day prior to the date of this Announcement)). Each of Blackstone Credit, Solus, Barings and CapRe have irrevocably undertaken to elect for the Cash Offer in respect of their respective entire holdings of ADVANZ PHARMA Shares, pursuant In addition to the terms of their irrevocable undertakings. Bybrook has irrevocably undertaken to elect for undertakings from the Alternative Offer in respect of its entire holding of ADVANZ PHARMA Shares pursuant to the terms of its irrevocable undertaking. Each of Blackstone Credit and Solus have also irrevocably undertaken to transfer their Class A Shares and Class B Shares (as applicable)Biffa Directors, to Bidco in each case for an aggregate nominal consideration of £1.00 subject to, and on or immediately prior to, the Scheme becoming Effective. Bidco has therefore also received irrevocable undertakings to vote (or to procure the voting) votes in favour of the Scheme at the Court Meeting and the Resolutions Resolution to be proposed at the General Meeting (or, in the event that if Bidco exercises its right to implement the Acquisition is to be effected by way of a Takeover Offer, subject to acceptthe terms of the Co-operation Agreement and with the consent of the Takeover Panel, or procure the acceptance ofto accept such offer) from: • Global Alpha Capital Management Ltd in respect of 32,347,192 Biffa Shares; and • Xxxxx Fund Management LLC (through Quantum Partners LP, such Takeover OfferPalindrome Master Fund LP and Xxxxx Capital LP) in respect of a total of 43,014,925 ADVANZ PHARMA Shares 10,319,796 Biffa Shares, (together, representing, in aggregate aggregate, approximately 87.94 13.94 per cent. of the limited voting share capital of ADVANZ PHARMA Biffa Shares in issue on 26 September 2022 (being the Latest Practicable Datelast Business Day prior to the date of this Announcement)). In total therefore, as at the date of this Announcement, Xxxxx has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting with respect to a total of 44,183,685 Biffa Shares (representing approximately 14.43 per cent. of the Biffa Shares in issue on 26 September 2022 (being the last Business Day prior to the date of this Announcement)). Further details of the these irrevocable undertakings referred to above (and including details of the circumstances in which they shall cease to be binding or otherwise fall awaybinding) are set out in Appendix III to this Announcement.

Irrevocable undertakings. Bidco Tesco has received irrevocable undertakings from Blackstone Credit, Bybrook, Solus, Barings and CapRe the Booker Directors to vote (or to procure the voting) in favour of the Scheme at the Scheme Court Meeting and the Resolutions resolutions to be proposed at the Booker General Meeting (or, in and if the event that the Acquisition Merger is to be effected by way of subsequently structured as a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offeraccept any Offer made by Tesco) in respect of 42,994,812 ADVANZ PHARMA their entire holdings, amounting to 120,555,793 Xxxxxx Xxxxxx in aggregate, representing approximately 6.8 per cent. of Xxxxxx’x existing issued ordinary share capital on 26 January 2017, being the last Business Day before the date of this Announcement. The undertakings from the Booker Directors will cease to be binding only if (i) Tesco announces that it does not intend to proceed with the Merger; (ii) the Merger lapses or is withdrawn; (iii) the Circular does not contain a unanimous recommendation from the Tesco Board to Tesco Shareholders to approve the resolutions to be proposed at the Tesco General Meeting; (iv) the Tesco Board withdraws, adversely modifies or adversely qualifies its recommendation; or (v) the Merger has not become effective by the Longstop Date. Booker has received irrevocable undertakings from the Tesco Directors to vote in favour of the resolutions to be proposed at the Tesco General Meeting in respect of their entire holdings, amounting to 400,970 Tesco Shares in aggregate, representing approximately 0.0049 per cent. of Tesco’s existing issued ordinary share capital on 26 January 2017, being the last Business Day before the date of this Announcement. In addition, all Tesco Directors who hold their Tesco Shares in the form of ADRs have irrevocably undertaken to vote in favour of the Tesco Resolutions to be proposed at the Tesco General Meeting in the event that their holdings convert from the form of ADRs to Tesco Shares (representingand they therefore become entitled to vote at the Tesco General Meeting), with such undertakings relating to, in aggregate aggregate, 277,200 Tesco Shares representing approximately 87.90 0.0034 per cent. of the limited voting existing issued ordinary share capital of ADVANZ PHARMA in issue Tesco on 26 January 2017, being the Latest Practicable Date)last Business Day before the date of this Announcement. Each of Blackstone Credit, Solus, Barings and CapRe have irrevocably undertaken The undertakings from the Tesco Directors will cease to elect for be binding only if: (i) Booker announces that it does not intend to proceed with the Cash Offer in respect of their respective entire holdings of ADVANZ PHARMA Shares, pursuant to Merger; (ii) the terms of their irrevocable undertakings. Bybrook has irrevocably undertaken to elect for the Alternative Offer in respect of its entire holding of ADVANZ PHARMA Shares pursuant to the terms of its irrevocable undertaking. Each of Blackstone Credit and Solus have also irrevocably undertaken to transfer their Class A Shares and Class B Shares Merger lapses or is withdrawn: (as applicable), to Bidco in each case for an aggregate nominal consideration of £1.00 subject to, and on or immediately prior to, iii) the Scheme becoming Effective. Bidco has therefore received irrevocable undertakings Document does not contain a unanimous recommendation from the Booker Board to vote (or Booker Shareholders to procure approve the voting) in favour of resolutions to be proposed at the Scheme at the Court Meeting and the Resolutions at Booker General Meeting; (iv) the General Meeting Booker Board withdraws, adversely modifies or adversely qualifies its recommendation; or (or, in v) the event that Merger has not become effective by the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of a total of 43,014,925 ADVANZ PHARMA Shares (representing, in aggregate approximately 87.94 per cent. of the limited voting share capital of ADVANZ PHARMA in issue on the Latest Practicable Longstop Date). Further details of the these irrevocable undertakings referred to above (and the circumstances in which they shall cease to be binding or otherwise fall away) are set out in Appendix III 4 to this Announcement.

Irrevocable undertakings. Bidco In addition to the irrevocable undertakings from Xpediator Directors and the recommendation by all of the Xpediator Directors, described in paragraph 4 above, Xxxxx has received irrevocable undertakings from Blackstone CreditXxxxx Xxxxxxx, Bybrook, Solus, Barings Xxxxx Xxxxxxx and CapRe Xxxxxxx Xxx to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and to vote in favour of the Resolutions Resolution(s) at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of 42,994,812 ADVANZ PHARMA a total of 38,501,484 Xpediator Shares (representing, in aggregate representing approximately 87.90 37.1 per cent. of Scheme Shares entitled to vote at the Court Meeting and 27.2 per cent. of the limited voting issued share capital of ADVANZ PHARMA in issue on Xpediator as at the Latest Practicable Date). Each Bidco has also received irrevocable undertakings from each of Blackstone Credit, Solus, Barings the Blyth Family Members and CapRe have irrevocably undertaken Cogels Investments to elect for vote in favour of the Cash Offer Resolution(s) at the General Meeting in respect of their respective entire holdings a total of ADVANZ PHARMA Shares37,781,045 Xpediator Shares representing approximately 26.7 per cent. of the issued share capital of Xpediator as at the Latest Practicable Date. Therefore, pursuant to as at the terms date of their irrevocable undertakings. Bybrook has irrevocably undertaken to elect for the Alternative Offer in respect of its entire holding of ADVANZ PHARMA Shares pursuant to the terms of its irrevocable undertaking. Each of Blackstone Credit and Solus have also irrevocably undertaken to transfer their Class A Shares and Class B Shares (as applicable)this Announcement, to Bidco in each case for an aggregate nominal consideration of £1.00 subject to, and on or immediately prior to, the Scheme becoming Effective. Bidco has therefore received irrevocable undertakings to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of a total of 43,014,925 ADVANZ PHARMA 38,501,484 Xpediator Shares (representing, representing approximately 37.1 per cent. of Scheme Shares entitled to vote at the Court Meeting and to vote in aggregate favour of the Resolution(s) at the General Meeting in respect of a total of 76,282,529 Xpediator Shares representing approximately 87.94 53.8 per cent. of the limited voting issued share capital of ADVANZ PHARMA in issue on Xpediator as at the Latest Practicable Date). Further details In addition, each of the irrevocable undertakings referred received from Xxxxx Xxxxxxx and Xxxxx Xxxxxxx include an undertaking to above (accept the Loan Note Alternative with regard to part of the Scheme Shares held by them, as further detailed below: • from Xxxxx Xxxxxxx to accept the Loan Note Alternative in respect of 18,147,009 Xpediator Shares owned or controlled by him, representing approximately 12.8 per cent. of the issued share capital of Xpediator as at the Latest Practicable Date, or such lesser amount as notified to them by Bidco; and • from Xxxxx Xxxxxxx to accept the circumstances Loan Note Alternative in which they shall cease respect of 12,629,200 Xpediator Shares owned or controlled by him, representing approximately 8.9 per cent. of the issued share capital of Xpediator as at the Latest Practicable Date, or such lesser amount as notified to be binding or otherwise fall away) them by Bidco. Full details of these irrevocable undertakings are set out in Appendix III 3 to this Announcement.