Common use of Pre-Closing Reorganization Clause in Contracts

Pre-Closing Reorganization. Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer agrees that any or all The Sellers shall, at the sole cost and expense of the Sellers mayBuyers, at any time before Closingcause the QNX Entities to effect such reorganizations of the business, implement operations and assets of the QNX Entities (each a reorganization (“Pre-Closing Acquisition Reorganization”) in prior to or as of Closing as set forth on Schedule 5.11 of the manner described at SCHEDULE TDisclosure Letter and shall use commercially reasonable efforts to effect such other Pre-Acquisition Reorganizations as the Buyers may request, acting reasonably and to which Sellers consent (such consent not to be unreasonably withheld), provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: Acquisition Reorganization (a) will not have be prejudicial to the effect Sellers; (b) is not prejudicial to the QNX Entities in the event that Closing is not completed; (c) will not result in any breach by the Sellers of imposing any incremental obligations for of its representations, warranties, covenants and agreements under this Agreement or the other Transaction Documents (except if the Buyers waive in writing such breach); (d) will not require any material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Authority; (e) is not reasonably expected by the Sellers to result in any additional Taxes for the Buyer, Sellers or any of the Holdcos, QNX Entities (whether or not the Corporation or the Subsidiaries; Closing is completed) and (bf) will not have an adverse effect on Holdcosresult in any delay in the completion of the transactions contemplated by this Agreement and the Transaction Documents. The Buyers shall provide the Sellers with written notice of any proposed Pre-Acquisition Reorganization at least twenty (20) days prior to the anticipated Closing Date (provided that if the Sellers do not object within ten (10) days of receiving the Buyers’ notice, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A ’ consent will be deemed to be incorporated into and form part of this Agreementhave been given), and access to all relevant documentation relating to such Pre-Closing Reorganization.

Pre-Closing Reorganization. Within 90 days following the date of this Agreement, Seller Parent shall deliver to Buyer agrees that any or all of the Sellers may, at any time before Closing, implement Parent a reorganization (“draft Pre-Closing Reorganization”) Reorganization Plan. Pursuant to the principles set forth on Exhibit C and upon the terms and subject to the conditions set forth in this Agreement (it being understood that in the manner described at SCHEDULE T, provided that event of any new shareholders arising as a result of such reorganization will be bound by inconsistencies or conflicts between the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on Agreement and the terms and conditions contained hereinset forth on Exhibit C, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding Agreement shall prevail, except to the consideration extent the Parties have mutually agreed otherwise in writing), between the date hereof and the Closing: (x) Seller Parent and Buyer Parent shall use their reasonable efforts to agree a definitive steps plan for the sale and purchase of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together Business, in accordance with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization Plan, cooperating in good faith with respect to the transactions set forth in such steps plan; and (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement)y) Seller Parent shall, and access shall cause its Affiliates, as applicable, to, take such steps as are required to all relevant documentation relating to such effect the Pre-Closing ReorganizationReorganization in compliance in all respects with the terms of Exhibit C. The Parties agree to work together in good faith to finalize and implement the Pre-Closing Reorganization Plan in a mutually acceptable manner. Each of Buyer Parent and Seller Parent shall, upon request by the other, furnish the other with all information reasonably requested in connection with the Pre-Closing Reorganization Plan concerning itself, the Pre-Closing Reorganization Plan and such other matters as may be reasonably necessary or advisable. Seller Parent shall make any modification to the steps plan referred to in clause (x) of the previous sentence and the Pre-Closing Reorganization that is reasonably requested by Buyer Parent (“Buyer-Requested Modifications”). The details of and the implementation of the Pre-Closing Reorganization Plan will be controlled by Seller Parent after full consideration to the views of Buyer Parent. Unless a different timing is called for in the Pre-Closing Reorganization Plan, the Seller Parent shall commence all necessary steps to implement the Pre-Closing Reorganization Plan no later than the seventh Business Day prior to the Closing and shall complete the Pre-Closing Reorganization Plan by no later than the third Business Day prior to the Closing.

Pre-Closing Reorganization. Buyer agrees (a) Prior to the Closing, Seller and the Company shall take, or cause to be taken, such actions as may be necessary to effect the business division reorganization transactions described on Appendix 2.01(a) and Appendix 2.01(b) attached hereto (such transactions, collectively, the “Corporate Reorganization”). Seller and Parent shall indemnify Purchaser pursuant to Section 9.02(g) and the other provisions of Article 9 for any Liability (including any Liability for Tax, determined on a with or without basis taking into account any applicable deductions, losses or Tax attributes available to the Company Entities) or expense to the Company Entities other than any such Liabilities or expenses that are paid prior to the Closing or otherwise included in the final calculation of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Company Transaction Costs and the Allocated Reorganization Expense Amount (such Liabilities and expenses, including any Liabilities and expenses resulting from the failure to complete the Corporate Reorganization in accordance with the terms hereof, being referred to herein as the “Corporate Reorganization Liabilities”). (For the avoidance of doubt, indirect effects, such as changes in profitability or all the Tax profiles of the Sellers mayCompany Entities, at shall not be considered adverse Tax liabilities, or liabilities or expenses.) Seller shall consult with Purchaser on a regular basis (including by providing twice-monthly status updates and reasonably prompt notice of any time before material developments in connection with the Corporate Reorganization) and the parties shall cooperate in good faith with each other in connection with the Corporate Reorganization, and Seller shall not (i) assign or contribute any Liabilities to the Company Entities not explicitly required by the terms of the Corporate Reorganization, or (ii) enter into any Contract implementing, or in connection with, the Corporate Reorganization (other than Contracts (x) in substantially the form of the Exhibits to this Agreement or (y) that are not binding on a Company Entity), in each case without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). Seller may not modify the transactions set forth on Appendix 2.01(a) and Appendix 2.01(b) in any material respect, or in a manner that would create any Liability or expense to Purchaser or a Company Entity, in each case absent the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). Seller shall use its commercially reasonable efforts to complete (or cause to be completed) the Corporate Reorganization as promptly as reasonably practicable. (b) Prior to the Closing, implement and in any event promptly following the delivery of same to the applicable Governmental Entities as part of the Corporation Reorganization, Seller shall deliver to Purchaser the report of an independent qualified third party appraiser (x) as required by applicable Law in connection with the Corporate Reorganization) regarding the fair market value of (i) Astec Electronics (Luoding) Company Limited at the time of its contribution or sale to Consumer Holdco II Limited by Astec International Limited and (ii) the Cavite, Philippines facility improvements and (y) reasonably acceptable to Purchaser (not to be unreasonably withheld, conditioned or delayed) regarding any other assets divested from the Company Entities having a reorganization net book value of $500,000 or more, including equity interests in Consumer HK Holdco Limited and EC Holdco, Inc. (“Pre-Closing Reorganization”as identified on Appendix 2.01(a)), as well as any significant Contracts as reasonably agreed between the Parties. Such third party appraiser’s determination of such fair market values shall be final and binding on the parties (but shall be superseded by any final determination of any Governmental Entity). (c) Prior to the Closing, Seller shall deliver to Purchaser Seller’s estimate of, in reasonable detail, (i) the manner described at SCHEDULE Tgain, provided if any, that it expects each Company Entity to report (including in any new shareholders arising consolidated Tax Return) for federal, state, local, or foreign income Tax purposes as a result of such reorganization will be bound by the terms of this AgreementCorporate Reorganization, deemed to be “Sellers” for utilizing where applicable the purpose of this Agreementfair market values determined in accordance with Section 2.01(b), obliged to sell their shares in (ii) the Relevant Holdco to the Buyer on the terms and conditions contained hereinfederal, state, local, and required foreign income and transfer Taxes (if any) that it expects the Company Entities to provide all incur as a result of the representationsCorporate Reorganization, warranties (iii) the NOL Carryforwards and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing ReorganizationBusiness Interest Expense Carryforward Deductions.

Pre-Closing Reorganization. Buyer agrees that any or all of Prior to the Sellers may, at any time before Closing, implement a reorganization Sellers and the Company shall effectuate, or cause to be effectuated, the following transactions (the “Pre-Closing Reorganization”): (i) in the manner described at SCHEDULE T, provided that any The Sellers shall incorporate a new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be Delaware corporation (“Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide NewCo Seller”); (ii) The Sellers shall transfer all of the representations, warranties and covenants that are provided outstanding stock of the Company held by the Sellers, which shall constitute all of the Shares, to NewCo Seller, such that the Company will become a wholly owned subsidiary of NewCo Seller; (iii) The Sellers hereinshall cause NewCo Seller to file Form 8869 with the Internal Revenue Service electing for the Company to be treated as a “qualified subchapter S subsidiary” for U.S. federal income tax purposes, together with any additional filings required to make such election applicable for state and local income Tax purposes, as applicable; (iv) The Sellers and NewCo Seller shall assume all liabilities and duties cause the Company to convert from a corporation incorporated under the laws of any shareholder the State of Washington into a limited liability company organized under the laws of the State of Delaware in accordance with applicable Law; and (v) Prior to Closing, the Company shall distribute to Sellers, or Seller for whom such shareholder is the successor in interest, and provided further that if after the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, to NewCo Seller, the Holdcos, marketable securities set forth on Schedule 7.07(j)(v) and any marketable securities acquired after the Corporation or date of this Agreement by the Company and its Subsidiaries; and (b) will provided, however, that if any such marketable securities are not have an adverse effect on Holdcosdistributed prior to Closing, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement)shall, and access shall cause the Company and its Subsidiaries to, transfer such non-distributed marketable securities to all relevant documentation relating to such Pre-Closing ReorganizationNewCo Seller at NewCo Seller’s sole cost and expense.

Pre-Closing Reorganization. Buyer (a) Company agrees that any or all of the Sellers maythat, at the request of Acquiror, Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to: (i) effect such reorganizations of Company’s or its Subsidiaries’ business, operations and assets as Acquiror may request, including amalgamations, wind-ups and any time before Closing, implement other transaction (each a reorganization “Contemplated Reorganization Transaction”); and (“Pre-Closing Reorganization”ii) cooperate with Acquiror and its advisors in order to determine the manner described at SCHEDULE T, in which any such Contemplated Reorganization Transactions might most effectively be undertaken; provided that any new shareholders arising Contemplated Reorganization Transaction: (A) would not be prejudicial to the holders of Company Common Shares or Company Share-Based Instruments; (B) would not require Company to obtain the approval of any Governmental Entity or the Company Shareholders and does not require Acquiror to obtain the approval of its shareholders; (C) would not materially impede or materially delay the receipt of any Regulatory Approvals or the satisfaction of any other conditions set forth in Article 5; (D) would not materially impede or materially delay the consummation of the Arrangement; (E) would not require the directors, officers or employees of Company or its Subsidiaries to take any action in any capacity other than as a director, officer or employee; and (F) shall not become effective unless Acquiror has irrevocably waived or confirmed in writing the satisfaction of all conditions in its favor under this Agreement. (b) Acquiror shall provide written notice to Company of any proposed Contemplated Reorganization Transaction at least fifteen Business Days prior to the Effective Date. Upon receipt of such notice, Acquiror and Company shall prepare all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Contemplated Reorganization Transaction prior to the time it is to be effected. Acquiror shall, promptly upon request by Company, reimburse Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ and accountants’ fees) incurred by Company or its Subsidiaries or its Representatives in connection with or as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Contemplated Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing ReorganizationTransaction.

Pre-Closing Reorganization. Buyer (a) Subject to Section 5.7(b), Xxxxxx agrees that any that, upon request of Xxxxxxxx, Karora shall (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or all of the Sellers maysuch other transactions as Westgold may request, at any time before Closing, implement acting reasonably (each a reorganization (“Pre-Closing Reorganization”), and (ii) cooperate with Westgold and its advisors to determine the nature of the Pre-Closing Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; and (iii) cooperate with Westgold and its advisers to seek to obtain any consents, approvals, waivers or similar authorizations which are reasonably required by Xxxxxxxx (based on the terms of any Contract or Authorization) in connection with the manner described Pre-Closing Reorganizations, if any. (b) Karora will not be obligated to participate in any Pre-Closing Reorganization under Section 5.7(a) unless such Pre-Closing Reorganization: (i) can be completed as close as reasonably practicable prior to the Effective Date, and can be unwound in the event the Arrangement is not consummated without adversely affecting Karora or any of its subsidiaries in any material manner; (ii) is not prejudicial to Karora, any of its subsidiaries or the Karora Shareholders or the holders of Karora Options, Karora RSUs, Karora PSUs or Karora DSUs in any material respect (including any Taxes being imposed or adverse Tax consequences); or (iii) does not impair the ability of Karora to consummate, and will not materially delay the consummation of, the Arrangement. (c) Westgold must provide written notice to Karora of any proposed Pre-Closing Reorganization at SCHEDULE Tleast ten (10) Business Days prior to the Effective Date. Upon receipt of such notice, provided Karora and Westgold shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Closing Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Closing Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date (but after Westgold has waived or confirmed that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied). (d) Westgold agrees that it will be responsible for all costs and expenses associated with any new shareholders arising Pre-Closing Reorganization to be carried out at its request and shall indemnify and save harmless Karora and its affiliates and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares Pre-Closing Reorganization (including in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties respect of any shareholder reversal, modification or Seller for whom such shareholder is the successor in interest, and provided further that the termination of a Pre-Closing Reorganization: (a) will not have the effect of imposing and that any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will not be considered in determining whether a representation, representation or warranty or covenant of the Sellers hereunder Karora under this Agreement has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of breached (including where any such Pre-Closing Reorganization together with an updated SCHEDULE A reflecting requires the consent of any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreementthird party under a Contract), and access to all relevant documentation relating to such Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer (1) The Company agrees that any or that, upon request by the Purchaser, the Company shall: (a) use all commercially reasonable efforts to effect such reorganizations of the Sellers mayCompany’s business, at any time before Closingoperations and assets or such other transactions (which, implement for certainty, may include transactions to which the Purchaser, a reorganization Purchaser Subsidiary or member of the Nova Group may be party) as the Purchaser may request, acting reasonably (each, a “Pre-Closing Reorganization”); (b) co-operate with the Purchaser and its advisors in order to determine the nature of the Pre-Closing Reorganization(s) that might be undertaken and the manner in which they might most effectively be undertaken; (c) cooperate with the Purchaser and its advisors to seek to obtain any consents or waivers which might be required in connection with any Pre-Closing Reorganization; and (d) use commercially reasonably efforts to cause the Nova Group to participate in a Pre-Closing Reorganization if determined to be the manner in which a Pre-Closing Reorganization might most effectively be undertaken. (2) Notwithstanding the foregoing, the Company (or any Subsidiary) will not be obligated to participate in or effect any Pre-Closing Reorganization unless it determines, to its satisfaction, that any such Pre-Closing Reorganization: (a) does not materially impair, impede, delay or prevent the satisfaction of any conditions set forth in Article 6 or impair the ability of the Purchaser or the Company to complete the Arrangement or materially delay the completion of the Arrangement; (b) is not prejudicial to the Company or the Company Shareholders (having regard to the indemnities provided herein); (c) does not require the Company to obtain the approval of the Company Shareholders except as may be contemplated in the manner described at SCHEDULE TCompany Circular prior to mailing thereof (or, provided that after mailing of the Company Circular, does not require any new shareholders arising as a result amendment thereto requiring the mailing of such reorganization will amendment to the Company Shareholders); (d) does not reduce or modify or otherwise change the substance, form or amount of the Consideration payable to the Company Shareholders pursuant to the Arrangement; (e) could reasonably be bound by expected to result in Taxes being imposed on, or any adverse Tax or other consequences to, any Company Shareholders incrementally greater than the terms Taxes or other consequences to such party in connection with the completion of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares Arrangement in the Relevant Holdco absence of action being taken pursuant to this Section 4.4; (f) does not result in any material Tax (or other) costs to the Buyer on Company or any Subsidiary unless the terms and conditions contained herein, and required Purchaser agrees to provide all of indemnify the representations, warranties and covenants that are provided by Company for such costs in the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further event that the Pre-Closing Reorganization: Reorganization is completed and the Arrangement is not completed; (ag) will not have would require or result in any breach or contravention by the effect Company or any Subsidiary of imposing any incremental obligations for Taxes for Contract; (h) would require or result in any breach or contravention by the Buyer, the Holdcos, the Corporation Company or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or any Subsidiary of their respective businesses organizational documents or Assets or impose any cost, liability or expense on any of them that Law; and (i) is not reimbursed by Sellers. No effected as close as reasonably practicable prior to the Effective Time. (3) Any Pre-Closing Reorganization will be considered Reorganizations shall not become effective unless the Purchaser has waived or confirmed in determining whether writing the satisfaction of all conditions in its favour under Section 6.1 and Section 6.2 and shall have confirmed in writing that the Purchaser is prepared to promptly and without condition (other than compliance with this Section 4.4) proceed to effect the Arrangement. The Purchaser waives any breach of a representation, warranty or covenant by the Company, where such breach is a result of an action taken by the Sellers hereunder has been breached, other than Company or a Subsidiary in good faith pursuant to a request by the terms of Purchaser in accordance with this Section 5.9 but excluding the consideration of the Competition Act Approval. 4.4. (4) The Sellers will Purchaser shall provide written notice to the Buyer upon completion Company of any proposed Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes at least 20 Business Days prior to Sellersthe Effective Time. Upon receipt of such notice, Shares the Purchaser and Purchase Price allocation resulting from the PreCompany shall work co-Closing Reorganization operatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary, including making amendments to this Agreement or the Plan of Arrangement (which updated SCHEDULE A will be deemed provided that such amendments do not require the Company to be incorporated into obtain approval of the Company Shareholders (other than as properly put forward and form part of this Agreementapproved at the Company Meeting)), and access to all relevant documentation relating give effect to such Pre-Closing Reorganization. If the Arrangement is not completed other than solely due to a breach by the Company of the terms and conditions of this Agreement, the Purchaser shall indemnify the Company and the Liquor Subsidiaries for any losses or costs (other than those reimbursed in accordance with the foregoing) incurred by the Company and arising directly out of any Pre-Closing Reorganization, other than loss of profit; provided however, that such indemnity shall include any reasonable costs incurred by the Company in order to restore the organizational structure of the Company to a substantially identical structure of the Company as at the date hereof. (5) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into transactions (each, a “Bump Transaction”) designed to step up the tax basis in certain capital property of the Company or the Liquor Subsidiaries for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably required by the Purchaser and available to the Company in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as are reasonably requested by the Purchaser.

Pre-Closing Reorganization. Buyer agrees that any At or all of prior to the Sellers may, at any time before Closing, implement a Seller shall cause (and Purchaser shall reasonably cooperate with Seller in causing) the actions and the transactions set forth in the reorganization plan attached hereto as Exhibit D (as it may be amended from time to time with the prior written consent of Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), provided that such prior written consent of Purchaser is not required in respect of amendments that are purely ministerial in nature, the “Reorganization Plan”, and such actions and transactions, the “Pre-Closing Reorganization”) to occur. Seller shall keep Purchaser reasonably informed in the manner described at SCHEDULE T, provided that any new shareholders arising as a result respect of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice agreements and instruments to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from effectuate the Pre-Closing Reorganization shall be in form and substance acceptable to Purchaser (which updated SCHEDULE A will be deemed such consent not to be incorporated into unreasonably withheld, delayed or conditioned). Seller and form part of this AgreementPurchaser further agree to comply and will cause their respective Affiliates to comply with the provisions set forth under the heading “Post-Closing Actions” in the Reorganization Plan. Seller shall be permitted to amend the Reorganization Plan (a) if such amendment is determined by Seller to be reasonably necessary or appropriate to effect the transactions contemplated thereby (including to effect such transactions in a tax-efficient manner) and (b) if such amendment is consented to in writing by Purchaser (such consent not to be unreasonably withheld, delayed or conditioned). Seller and Purchaser shall, and access shall cause their respective Affiliates to, provide such timely cooperation, in good faith, to all relevant documentation relating to such effectuate the Pre-Closing ReorganizationReorganization in an efficient manner consistent with the sale of the Business contemplated by this Agreement.

Pre-Closing Reorganization. (a) Seller shall, and shall cause its Affiliates to, use reasonable best efforts to take all steps as are required to consummate the transactions constituting the Pre-Closing Reorganization in accordance with the terms set out in Schedule I prior to the Closing, and Buyer agrees that any or all shall cooperate in good faith with respect hereto. (b) Seller may make such changes to Schedule I and Section 1.01(a) of the Sellers mayDisclosure Schedule (including in order to designate any additional Subsidiaries as a Purchased Entity, to remove any Subsidiary of Seller from the group of Acquired Entities, or to otherwise change any Subsidiary of Seller with respect to any particular Purchased Asset or Acquired Entity) at any time prior to the Closing as it deems necessary or advisable and in its sole discretion; provided that if any such changes do or would be reasonably expected to materially and adversely impact Buyer and its Affiliates, whether prior to or after the Closing, no such change shall be effective without Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Any such changes shall be incorporated into a revised, amended and restated Schedule I or Section 1.01(a) of the Disclosure Schedule, as applicable. (c) Buyer shall be permitted from time to time to propose in good faith any amendments or modifications to the Pre-Closing Reorganization with a view to optimizing value to each of Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand. Seller shall consider all such comments in good faith and shall implement any such amendment or modification that does not or would not be reasonably expected to adversely impact the ability of Seller or its Affiliates to consummate the transactions constituting the Pre-Closing Reorganization in accordance with the terms hereof, delay the Closing in a non de-minimis manner or have any non de-minimis adverse impact on Seller or any of its Affiliates. (d) In the event that, at any time before between the date of this Agreement and the Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that Schedule I is amended to designate any new shareholders arising additional Subsidiaries of Seller as a result Acquired Entity, to remove any Subsidiary of Seller from the group of Acquired Entities, or to otherwise change any Subsidiary of Seller with respect to any particular Purchased Asset or Acquired Entity, Seller shall be permitted to revise the Disclosure Schedules at such reorganization will be bound by the terms time to include any additional necessary disclosures related thereto. (e) In furtherance of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect , Seller shall use reasonable best efforts to obtain a customary reliance letter in favor of imposing any incremental obligations for Taxes Buyer in respect of each Phase I Environmental Site Assessment prepared for the BuyerBusiness, including those certain Phase I Environmental Site Assessment and Limited Environmental, Health, and Safety Compliance Assessment Reports prepared by Arcadis U.S., Inc. and made available to Buyer prior to the Holdcos, the Corporation date hereof; provided that none of Seller or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will its Affiliates shall be considered in determining whether a representation, warranty required to pay any money or covenant of the Sellers hereunder has been breached, other than pursuant consideration or grant any other accommodation or concession to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice any Person or to the Buyer upon completion of initiate any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting claim or proceeding against any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing ReorganizationPerson.

Pre-Closing Reorganization. Buyer agrees At or prior to the Closing (and, with respect to each Dubai Entity, until the relevant Deferred Closing), Seller shall cause (and Purchaser shall reasonably cooperate with Seller in causing) the actions and the transactions set forth in the reorganization plan attached hereto as Exhibit D (as it may be amended from time to time with the prior written consent of Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), provided that any or all such prior written consent of Purchaser is not required in respect of amendments that are purely ministerial in nature, the Sellers may“Reorganization Plan”, at any time before Closingand such actions and transactions, implement a reorganization (including, for the avoidance of doubt, the transfer of each Dubai Entity to VH2, the “Pre-Closing Reorganization”) to occur. Seller shall keep Purchaser reasonably informed in the manner described at SCHEDULE T, provided that any new shareholders arising as a result respect of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice agreements and instruments to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from effectuate the Pre-Closing Reorganization shall be in form and substance acceptable to Purchaser (which updated SCHEDULE A will be deemed such consent not to be incorporated into unreasonably withheld, delayed or conditioned). Seller and form part Purchaser further agree to comply and will cause their respective Affiliates to comply with the provisions set forth under the heading “Post-Closing Actions” in the Reorganization Plan. Seller shall be permitted to amend the Reorganization Plan (a) if such amendment is determined by Seller to be reasonably necessary or appropriate to effect the transactions contemplated thereby (including to effect such transactions in a tax-efficient manner) and (b) if such amendment is consented to in writing by Purchaser (such consent not to be unreasonably withheld, delayed or conditioned). Seller and Purchaser shall, and shall cause their respective Affiliates to, provide such timely cooperation, in good faith, to effectuate the Pre-Closing Reorganization in an efficient manner consistent with the sale of the Business contemplated by this Agreement). Seller shall cause (and Purchaser shall reasonably cooperate with Seller in causing) to be made or effected at Seller’s sole expense as promptly as reasonably practicable following the Closing, and access to all relevant documentation relating to such any notice, application or other filing with any Governmental Entity or third party as may be necessary or appropriate in connection with the consummation of the Pre-Closing Reorganization, including in the PRC, Serbia, Poland, Netherlands, New Zealand and Italy to the extent such notice, application or other filing has not been made or effected prior to the Closing.

Pre-Closing Reorganization. Buyer agrees that any (a) At or all prior to the Closing, the Company shall cause the Acquired Companies, GB Holdco and the other members of the Sellers mayPP Group to perform the restructuring activities set forth on Schedule 6.11 of the Disclosure Letter (such Schedule, the “Reorganization Plan” and such transactions and actions, the “GB Restructuring”). Any changes to the Reorganization Plan proposed by the Representative after the date hereof and at any time before Closingprior to Closing shall be subject to Parent’s prior written consent, implement with such changes that are approved by Parent to be incorporated in a reorganization (“Pre-Closing Reorganization”) in revised Reorganization Plan. For the manner described at SCHEDULE Tsake of clarity, provided Parent acknowledges and agrees that any new shareholders arising as a result of such reorganization will be bound the representations and warranties made by the Blockers and the Company in Article IV are being made as if the GB Restructuring occurred on or before the date hereof, notwithstanding the fact that the GB Restructuring will not occur until after the date hereof. (b) The Company and Blockers shall afford Parent the opportunity to review and comment on the Contracts, resolutions, consents, filings and other documents to effectuate the GB Restructuring (the “GB Restructuring Documents”), which comments the Company shall consider in good faith but shall not be obligated to accept so long as the GB Restructuring Documents are substantially consistent with the Reorganization Plan. Subject to the other terms of this Agreement, deemed Parent, the Company and the Blockers shall, and shall cause their respective Affiliates to, comply with the terms of the Reorganization Plan. (c) None of the Acquired Companies shall be required to make any representations or warranties or sign or provide any release or indemnity in favor of the GB Group in the GB Restructuring Documents. The GB Restructuring Documents shall provide that none of the Acquired Companies will have any Reorganization Plan Liabilities or obligations to any member of the GB Group or any other Person following the completion of the GB Restructuring. (d) GB Holdco shall be “Sellers” responsible for the purpose of all Reorganization Plan Liabilities, which shall be GB Liabilities. (e) As used in this Agreement, obliged to sell their shares “Reorganization Plan Liabilities” means all Liabilities arising out of or incurred as a result of the GB Restructuring, including: (i) Liabilities (including Liabilities for any Transfer Taxes, but excluding amounts included in the Relevant Holdco Blocker Tax Amount) arising from asset or Liability transfers prior to the Buyer on Closing (but, for the terms and conditions contained hereinavoidance of doubt, and required to provide all not from the assumption of any Global Marine Liabilities as contemplated by the Reorganization Plan), (ii) Liabilities for the expenses of the representations, warranties and covenants that are provided formation of new entities by the Sellers hereinCompany or its Affiliates prior to the Closing required pursuant to the Reorganization Plan (but, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyeravoidance of doubt, excluding any entity formed by Parent or its Affiliates), (iii) Liabilities arising from a failure by the HoldcosAcquired Companies, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries GB Holdco or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant Affiliates to the terms of comply with this Section 5.9 but excluding 6.11 (in the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion case of any Pre-Closing Reorganization together Acquired Company, solely, for failures to comply before the Closing) and (iv) Liabilities for expenses in connection with an updated SCHEDULE A reflecting any changes to Sellersregulatory filings, Shares notarial and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement)registration fees, and access other similar payments to all relevant documentation relating any Governmental Authority to such Pre-Closing Reorganizationimplement the Reorganization Plan prior to Closing.

Pre-Closing Reorganization. Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will In addition to the actions specified in Section 5.11, Seller shall perform, and cause its Subsidiaries to perform, any reorganizations, restructurings, amalgamations, distributions, transfers of stock or assets, assignments, grants of license and other actions that are necessary to reorganize the Seller Companies to accomplish the actions specified in Schedule 5.12 of the Seller Disclosure Letter (the “Agreed Organizational Structure”). If Purchaser requests Seller to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action that is different from the Agreed Organizational Structure and which does not result in any adverse Tax consequences to Seller or any of its Subsidiaries, Seller shall promptly perform such requested reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action. (b) If Purchaser requests Seller, in writing, to perform, or cause its Subsidiaries to perform, any reorganization, restructuring, amalgamation, distribution, transfer of stock or assets, assignment, grant of license or other action (the “Proposed Restructuring”) that would result in any material adverse Tax consequences to Seller or its Subsidiaries, Seller shall have the right to refuse to carry out the Proposed Restructuring. Neither Seller nor any of its Subsidiaries shall refuse to effect any Proposed Restructuring if such Proposed Restructuring does not result in any material adverse Tax consequences to Seller or its Subsidiaries. In any event, Purchaser shall indemnify the adversely affected Seller or Subsidiary, as applicable, for any adverse Tax consequences resulting from any Proposed Restructuring. For the purposes hereof, material adverse Tax consequences shall mean CDN$50,000,000. (c) With the approval of imposing Purchaser, which shall not be unreasonably withheld, Seller shall have the right to transfer the shares of any incremental obligations for Taxes for of the BuyerSeller Subs to Seller or any Affiliate or partnership owned directly or indirectly by Seller or its wholly owned Subsidiaries; provided that (i) Purchaser shall have notice of, and the Holdcosopportunity to review the terms of, such transfer; (ii) Purchaser shall have the Corporation or right to receive an opinion of tax counsel in order to assist Purchaser’s review of such transfer; (iii) such transfer shall in no way affect the Subsidiariesability of Seller to complete the Stock Purchase as contemplated in this Agreement; and (biv) will such transfer shall not have an result in any cost or adverse effect on Holdcos, the Corporation Tax or the Subsidiaries other consequences to Purchaser or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing ReorganizationSeller Companies.

Pre-Closing Reorganization. Buyer agrees that any (a) At or prior to the Closing, Seller shall, and shall cause each of its applicable Subsidiaries to, subject to Section 5.8 and Section 5.9, (i) transfer, convey, deliver and assign to the Company or a Transferred Subsidiary all of their respective rights, title and interest in and to the Acquired Assets, free and clear of all Liens (other than Permitted Liens), and cause the Company or a Transferred Subsidiary to assume, and satisfy and discharge when due, all of the Sellers mayAssumed Liabilities and (ii) transfer, at convey, deliver and assign to Seller or Affiliates thereof (other than the Company, a Transferred Subsidiary or a Transferred Joint Venture) all of their respective rights, title and interest in and to any time before ClosingExcluded Assets held by the Company or any of the Transferred Subsidiaries, implement and cause Seller or Affiliates thereof (other than the Company, a reorganization Transferred Subsidiary or a Transferred Joint Venture) to assume, and satisfy and discharge when due, all of the Retained Liabilities, in the case of each of clauses (i) and (ii), pursuant to such Conveyancing and Assumption Instruments as may be required by applicable Law to effect the transfer, conveyance, delivery or assignment of the Acquired Assets or Excluded Assets, or assumption of Assumed Liabilities or Retained Liabilities, as applicable. The Parties intend that the transfer of the Transferred Subsidiaries and the Transferred Joint Ventures shall result in an indirect transfer of only those assets of the Transferred Subsidiaries that would otherwise (that is, if the Parties were transferring assets of the Transferred Subsidiaries and not their equity interests) fall within the definition of “Acquired Assets” (and not “Excluded Assets”), and in an indirect transfer of only those Liabilities of the Transferred Subsidiaries or the Transferred Joint Ventures that would otherwise fall within the definition of “Assumed Liabilities” (and not “Retained Liabilities”). The parties shall discuss in good faith the form (or forms) of Conveyancing and Assumption Instruments to be applied in effecting the Pre-Closing Reorganization. (b) Seller shall, and shall cause its Subsidiaries to, complete the Pre-Closing Reorganization in accordance with the steps plan set forth in Section 2.4(b)(1) of the Seller Disclosure Schedule (the “Pre-Closing Reorganization” and the steps shown in such plan, the “Pre-Closing Reorganization Steps”) such that the Transferred Subsidiaries and the Transferred Joint Ventures shall, immediately prior to the Closing, have the legal entity structure shown in Section 2.4 of the manner described at SCHEDULE TSeller Disclosure Schedule (such structure, the “Intended End State”). Seller shall keep Buyer reasonably informed in respect of the actions of the Pre-Closing Reorganization. Except as set forth in Section 2.4 of the Seller Disclosure Schedule, Seller may modify the Pre-Closing Reorganization Steps as reasonably determined prior to Closing; provided that (i) Seller shall keep Buyer reasonably informed in respect of, and shall consult with Buyer with respect to, any new shareholders arising as a result of such reorganization will modifications that would reasonably be bound by expected to be non-de minimis and adverse to Buyer or the terms Business (taking into account the provisions of this AgreementAgreement and the Acquisition Documents, and provided, that if Buyer does not respond to any such consultation within three (3) Business Days, such consultation shall be deemed complete), (ii) Buyer’s consent shall be required (which consent shall not be unreasonably withheld, conditioned or delayed) (provided, that if Buyer does not respond to any such request for consent within three (3) Business Days, Buyer shall be deemed to have consented) for modifications that would reasonably be “Sellers” for expected to be significantly adverse to Buyer, its Affiliates (including any Transferred Subsidiary following the purpose Closing) or the Business (taking into account the provisions of this AgreementAgreement and the Acquisition Documents), obliged (iii) Seller shall consider in good faith Buyer’s comments with respect to sell their shares in such modifications, and (iv) Seller and Buyer shall cooperate on the Relevant Holdco Pre-Closing Reorganization. For purposes of determining whether Buyer, its Affiliates, or the Business would reasonably be expected to suffer a significantly adverse impact from any change to the Buyer on Pre-Closing Reorganization Steps, the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further Parties agree that the Pre-Closing Reorganization: (a) will Reorganization Steps are not have the effect intended to deliver any particular quantum of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice Tax attributes to the Buyer upon completion of and its Affiliates for any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes period after the Closing. Notwithstanding anything to Sellersthe contrary in this Agreement, Shares Seller and Purchase Price allocation resulting from its Subsidiaries may, prior to the Closing, take actions to implement the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed whether or not expressly depicted in the Pre-Closing Reorganization Steps) including, without limitation, (A) actions necessary to be incorporated into ensure that, upon the Closing, each Transferred Subsidiary shall have the entity classification for U.S. federal income tax purposes shown for each Transferred Subsidiary in the Pre-Closing Reorganization Steps, (B) transfers of equity interests in any of the Transferred Subsidiaries to Seller or any of its Subsidiaries, (C) distributions and form part other transfers of this Agreement)excess cash from any of the Transferred Subsidiaries, and access (D) transfers (by way of contributions, loans or otherwise) to all relevant documentation relating fund the Transferred Subsidiaries as needed to such implement the Pre-Closing Reorganization, (E) payments or other transfers to reduce or eliminate any intercompany indebtedness or other intercompany account and (F) actions necessary to ensure that, upon the Closing, Transferred Subsidiaries do not own the Specified Retained Business or Specified Retained Business Assets; provided, that Buyer shall have the right to review, and Seller shall consider in good faith any comments from Buyer with respect to, any material documentation implementing the Pre-Closing Reorganization Steps. The Intended End State may not be modified after the date hereof without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.

Pre-Closing Reorganization. Buyer agrees that any or (a) Within five (5) days of the approval of the transactions contemplated herein by the then-current holders of the Union Ordinary Shares, (i) Bioceres shall be converted into a Delaware limited liability company and (ii) all of the Sellers may, at any time before Closing, implement a reorganization assets and liabilities of Bioceres shall be transferred to the Company and (iii) all of the Bioceres Semillas Shares shall be transferred by the Parent to Bioceres (in exchange for limited liability company interests in Bioceres) such that Bioceres will be the owner of the Bioceres Semillas Shares. The foregoing clauses (i) through (iii) are referred to herein as the “Pre-Closing Reorganization”. For the avoidance of doubt, the steps that are necessary to effect the Pre-Closing Reorganization are set forth on Schedule 6.22(a). (b) in Notwithstanding the manner described at SCHEDULE Tforegoing, provided that any new shareholders arising Bioceres shall cause all documentation necessary to properly effect the Pre-Closing Reorganization as a result of such reorganization will be bound contemplated by the terms parties hereto to have been received, approved and authorized, as applicable, including but not limited to (i) the Pre-Closing Reorganization Consents, (ii) all documentation relating to the transfer of this Agreementany equity ownership among the relevant Group Companies and its Affiliates and (iii) all documentation necessary to assign any Group Company Intellectual Property or other Intellectual Property rights owned, deemed licensed or sublicensed by Bioceres or Parent, as applicable, which, for the avoidance of doubt shall include any Marks, to the Company in order for the management and operations of the business of the Group Companies to continue to be “Sellers” for the purpose of this Agreement, obliged managed and operated as they were immediately prior to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have . For the effect avoidance of imposing any incremental obligations for Taxes for the Buyerdoubt, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered all steps involved in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will shall be deemed effected in a manner such that the business of the Group Companies individually and collectively continues to be incorporated into managed and form part of this Agreement), operated in the same manner as it was managed and access operated prior to all relevant documentation relating to such the Pre-Closing Reorganization. (c) On the Closing Date, Union shall file a registration before the Public Registry of Commerce of the City of Buenos Aires as a shareholder of Bioceres Semillas.

Pre-Closing Reorganization. Buyer agrees that any or all of (a) Prior to the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and subject to the conditions contained set forth herein, Sellers and required certain of their Affiliates (including the Companies) shall, and shall cause their respective Affiliates to, effect, or cause to provide be effected (or have already effected or caused to be effected, as applicable) at Sellers’ sole cost and expense, all actions, and to do and cause to be done, all things necessary, proper or advisable (subject to applicable Laws) to consummate the Pre-Closing Reorganization in accordance with Section 1.1 of the representationsSeller Disclosure Letter, warranties including the preparation, filing, registration or delivery of filings, notices, petitions, statements, registrations, submissions of information, applications and covenants that are provided by the Sellers herein, shall assume other documents and obtaining of all liabilities and duties regulatory approvals of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that a Governmental Entity necessary to consummate the Pre-Closing Reorganization: ; provided, that Sellers shall, and shall cause their Affiliates to, (ai) will not have use commercially reasonable efforts to obtain any third party Consent required to consummate the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether accordance with Section 4.20(b)) and (ii) subject to applicable Laws, keep Buyers reasonably informed on a representation, warranty or covenant regular basis of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration status of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together and consult with an updated SCHEDULE A reflecting Buyers on the timing, structure, implementation steps and intended Tax treatment of the Pre-Closing Reorganization steps. (b) Prior to executing any changes Contract, instrument or other agreement to Sellers, Shares and Purchase Price allocation resulting from be executed by the Companies or their Affiliates on or following the Execution Date in connection with the Pre-Closing Reorganization (which updated SCHEDULE A will the “Reorganization Documents”) shall be deemed consistent with the terms and conditions of this Agreement and shall not alter the allocation of Transferred Assets, Assumed Liabilities, Excluded Assets, Excluded Liabilities, Taxes or any other matter addressed in this Agreement, Sellers shall provide Buyers with a reasonable opportunity to review and comment thereon and give due consideration to comments made by Xxxxxx and accept any reasonable comments of Buyers that do not adversely affect Sellers or their Affiliates in any material respect (unless such comments are necessary for Sellers to be incorporated into and form part in compliance with the other provisions of this AgreementSection 4.17), and access . Sellers shall provide copies to all relevant documentation relating Buyers of each executed final Reorganization Document on or prior to such the Closing. (c) Neither the Sellers nor either Company shall make any changes to the Pre-Closing ReorganizationReorganization or include any provision material in any Reorganization Document that would be reasonably likely to result in any material cost, Tax or generate any Liability or obligation to either Buyer or either Company following Closing without the prior written consent of Buyers (not to be unreasonably withheld, conditioned or delayed).

Pre-Closing Reorganization. (a) Subject to the other terms of this Agreement, the Seller agrees that, upon request by the Buyer, the Seller shall cause the Company and the Company Subsidiaries to use their commercially reasonable efforts to (i) effect such reorganizations as the Buyer agrees that any or all may reasonably request for the purposes of making certain elections under the Sellers mayUnited States Internal Revenue Code of 1986, at any time before Closing, implement as amended (a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries); and (bii) will not have an adverse effect on Holdcos, reasonably cooperate with the Corporation or Buyer and its Representatives to determine the Subsidiaries or their respective businesses or Assets or impose nature of any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will that might be undertaken and the manner in which it may most effectively be undertaken for all parties hereto. (b) The Buyer acknowledges and agrees that a Pre-Closing Reorganization shall not (i) impede, delay or prevent consummation of the transactions contemplated hereby (including by giving rise to objections by third parties), (ii) unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries, (iii) prejudice or have adverse consequences for (after taking into account reimbursement under Section 7.13(e)) the Seller or its direct or indirect equity holders, including in the event the Closing does not occur, (iv) prejudice or have adverse consequences for (after taking into account reimbursement under Section 7.13(e)) the Company or any Company Subsidiary in the event the Closing does not occur, (v) be considered in determining whether a representation, warranty or covenant of the Sellers hereunder Seller or the Company has been breachedbreached or (vi) result in an unreimbursed cost, other than pursuant to expense or Tax for the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. Seller. (c) The Sellers will Buyer shall provide written notice to the Seller of a proposed Pre-Closing Reorganization at least twenty (20) days prior to the Closing Date. Upon receipt of such notice, the Buyer upon completion and the Seller shall work cooperatively and use commercially reasonable efforts to prepare, prior to the Closing Date, all documentation necessary and do such other acts and things as are necessary to give effect to a Pre-Closing Reorganization. (d) The parties hereto shall seek to have a Pre-Closing Reorganization made effective as of immediately prior to the Closing, or such other time as the Buyer may reasonably request. (e) The Buyer will forthwith reimburse the Seller for all reasonable third-party out-of-pocket fees and expenses (including any professional fees, expenses and Taxes) incurred by the Seller, the Company or a Company Subsidiary in considering and effecting a Pre-Closing Reorganization and shall be responsible for any reasonable out-of-pocket fees and expenses and Taxes of the Seller, the Company and the Company Subsidiaries in reversing or unwinding any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes that was effected prior to Sellerstermination of this Agreement (provided that such reversal or unwinding must occur in the most Tax-efficient manner which is commercially reasonable under the circumstances). The obligation of the Buyer to reimburse the Seller, Shares the Company and Purchase Price allocation resulting from the PreCompany Subsidiaries for all reasonable third-Closing Reorganization (which updated SCHEDULE A party out-of-pocket fees, expenses and Taxes and to be responsible for reasonable out-of-pocket fees, expenses and Taxes as set out in this Section 7.13(e) will be deemed in addition to any other payment the Buyer may be incorporated into and form part obligated to make hereunder and, notwithstanding anything to the contrary herein, shall survive termination of this Agreement. (f) Notwithstanding anything to the contrary contained herein, no Buyer Indemnitee shall be entitled to indemnification under Section 11.2(a)(iii), and access Section 11.2(a)(v) or otherwise with respect to all relevant documentation relating to such a Loss arising from, or in connection with, a Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer agrees that any or all of (a) On the Sellers maydate hereof, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by Vendor shall cause the terms of this Agreement, deemed NovaGold Subs to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that complete the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and . (b) will not have an adverse effect on HoldcosNotwithstanding anything herein to the contrary, the Corporation Purchaser irrevocably waives any breach of a representation, warrant or covenant made by the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any Vendor only to the extent such breach is a result of them that is not reimbursed by Sellers. No the Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant Reorganization. (c) The Purchaser shall promptly upon the request of the Sellers hereunder has been breached, other than pursuant to Vendor (together with reasonable supporting documentation) reimburse it for all reasonable expenses (including legal and accounting professional fees) incurred by it in connection with the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes Reorganization, up to Sellers, Shares and Purchase Price allocation resulting from a maximum of $10,000. (d) If the Closing does not occur after the Pre-Closing Reorganization has been completed (which updated SCHEDULE A will be deemed other than as a result of a termination of this Agreement by the Purchaser due to be incorporated into and form part a breach of the Vendor’s representations, warranties or covenants set forth in this Agreement), the Purchaser will indemnify the Vendor and access to the NovaGold Subs/Amalco for all relevant documentation relating to such losses, costs and expenses (including reasonable professional fees and expenses) and taxes incurred by the Vendor and the NovaGold Subs/Amalco as a result of completing the Pre-Closing Reorganization. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

Pre-Closing Reorganization. Buyer agrees that (a) The Company shall, prior to the Closing take such actions to reorganize the ownership structure of its assets as Purchaser may reasonably request; provided that, and notwithstanding any other provision in this Agreement: (i) any element of such pre-closing reorganization shall not materially delay, impair or all prevent the completion of the Sellers mayArrangement; (ii) all elements of the pre-closing reorganization shall be effective as close, at as is reasonably practical, to the Closing; (iii) all elements of the pre-closing reorganization shall be contingent upon Purchaser confirming that it is prepared to proceed immediately with the Arrangement; (iv) the Company shall not be required to take any time before Closingaction that could result in a material amount of additional Taxes being imposed on the Company or the Company Securityholders, implement a or any other material adverse Tax or other consequences to the Company or the Company Securityholders, incrementally greater than the Taxes or other consequences to such party in connection with the consummation of this Agreement in the absence of action being taken pursuant to this Section 6.06(a); (v) any pre-closing reorganization shall not unreasonably interfere in the ongoing operations of the Company; (“Previ) any pre-Closing Reorganization”closing reorganization shall not require the Company to contravene any Applicable Law, its respective organizational documents, or any contract of the Company; (vii) Purchaser fully indemnifies the Company and any material subsidiaries, in form and substance satisfactory to the Company (acting reasonably), for any expense, damage, loss or other disadvantage for so doing; and (viii) in the opinion of the Company (acting reasonably), such pre-closing reorganization does not prejudice or adversely affect the Company Securityholders. Purchaser shall provide the Company with 10 Business Days notice, and a description of, the pre-closing reorganization, with it being understood in all cases that (A) any action taken by the Company or any material subsidiary in good faith pursuant to any request to effect a pre-closing reorganization shall be deemed not to constitute a breach of any representation, warranty or covenant under this Agreement or any other agreement to which the Company and Purchaser are parties, (B) any expenses incurred by the Company or any material subsidiary in preparing and carrying out any pre-closing reorganization shall be borne by Purchaser, and (C) if, at the request of Purchaser, the Company effects any pre-closing reorganization and the Arrangement is not consummated, Purchaser shall be responsible for any structuring and unwinding costs (including any Tax costs) reasonably incurred in connection with any proposed or completed pre-closing reorganization. (b) The Company shall co-operate with Purchaser to confirm and provide support for all non-capital loss, net capital loss, adjusted cost base and other tax attributes of the Company that may be necessary in connection with the pre-closing reorganization, the Arrangement or otherwise, and the Company shall co-operate with Purchaser to determine the nature of any pre-closing reorganizations that might be undertaken and the manner described at SCHEDULE Tin which they may most effectively be undertaken. (c) The Company shall not knowingly take any action or enter into any transaction, provided other than a transaction contemplated by this Agreement or a transaction undertaken in the ordinary course of business consistent with past practice, that any new shareholders arising could reasonably be expected to have the effect of reducing or eliminating the amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and (d) of the Tax Act otherwise available to Purchaser and its successors and assigns in respect of the non-depreciable capital properties owned by the Company as a result of the date of this Agreement or acquired by such reorganization will be bound by entities subsequent to the date of this Agreement in accordance with the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer without first consulting with Purchaser on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approvalsame. The Sellers Company will provide written notice use it reasonable efforts to address the Buyer upon completion reasonable concerns of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating Purchaser in regards to such Pre-Closing Reorganizationprovisions prior to entering into such transaction.

Pre-Closing Reorganization. Buyer agrees that any or all (1) During the Interim Period, the Vendor, the Corporation, and the Subsidiary will effect the pre-closing reorganization as more particularly described in this Section 5.2 and Schedule 5.2 of the Sellers mayDisclosure Letter, at any time before Closing, implement a reorganization which will include the sale of all property and assets of the Vendor relating to the Business (other than shares of the Corporation and its Subsidiary and the Contracts listed in Schedule 5.2(1) of the Disclosure Letter) (the “Pre-Closing Reorganization”) in pursuant to an asset purchase agreement between the manner described at SCHEDULE TVendor and the Corporation, a draft of which has been provided that any new shareholders arising as a result of such reorganization will be bound by to the terms Purchaser prior to the execution of this Agreement (the “Draft Asset Purchase Agreement”). The Vendor will not modify the Pre- Closing Reorganization or the Draft Asset Purchase Agreement in a manner that adversely affects the Corporation, deemed its Subsidiary or the Purchaser without the prior written approval of the Purchaser, such approval not to be “Sellers” for unreasonably withheld or delayed. (2) The Vendor will transfer the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco Business to the Buyer on Corporation and the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor Subsidiary in interest, and provided further that accordance with the Pre-Closing Reorganization: (a) will not have . The Vendor and the effect Corporation shall make a joint election pursuant to section 85 of imposing the Tax Act and the corresponding provisions of any incremental obligations for Taxes applicable provincial legislation in respect of the sale of the assets of the Business to the Corporation in exchange for the BuyerPurchased Shares. The Vendor agrees that the agreed amounts under such joint election (the “Agreed Amounts”) shall be the respective fair market values of the subject assets of the Business. The Vendor shall be responsible for preparing the appropriate tax election forms and shall be required to provide such tax election forms to the Purchaser and provide the Purchaser with the opportunity to review and provide reasonable comments in respect thereof. The Vendor shall execute and return forthwith the tax election form to the Purchaser, and the HoldcosPurchaser shall be solely responsible for filing such tax election form in a timely manner with the appropriate Governmental Authority. Unless otherwise agreed by the parties, the Corporation or will add an amount equal to (i) the Subsidiaries; and (b) will not have an adverse effect on Holdcos, aggregate Agreed Amounts to the Corporation or stated capital account maintained for the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant common shares of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing ReorganizationCorporation.

Pre-Closing Reorganization. Notwithstanding anything to the contrary set forth herein, prior to the Closing, Seller Parent shall, and shall cause its applicable Subsidiaries to, take all steps necessary to effect and carry out the plan of reorganization as detailed in Schedule 7.6. Following the date of this Agreement but prior to the Closing, upon prior written notice to Buyer, Seller Parent shall be permitted to amend Schedule 7.6 to the extent the effect of such amendments would not (x) adversely affect the Buyer agrees that and its Affiliates or the Business in any material respect or all (y) prevent or materially impair or delay the consummation of the Sellers maytransactions contemplated by, at or the performance of any time before Closingparty’s obligations under, implement a reorganization the Seller Ancillary Agreements and Buyer Ancillary Agreements (such collective actions taken to effect such plan of reorganization, the “Pre-Closing Reorganization”) in ). Following the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms date of this Agreement, deemed Seller Parent shall consider in good faith such amendments to be “Sellers” for Schedule 7.6 as are reasonably requested by the purpose Buyer. Prior to the Closing Date, Seller Parent shall keep Buyer reasonably apprised of the status of the transactions detailed in Schedule 7.6. Buyer acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, as contemplated by Schedule 7.6, (i) certain Business Subsidiaries and Equity Sellers have not been formed as of the date of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein(ii) for all purposes under this Agreement, and required to provide all each of the representations, representations and warranties in Article V with respect to such Business Subsidiaries and covenants that are provided by the Equity Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into have been made as of the date of formation of such entities and form part the Closing Date (and not as of the date of this Agreement), and access all references to all relevant documentation relating the “date hereof” or the “date of this Agreement” contained in such representations and warranties shall, to the extent they refer to factual information regarding such entities, shall be deemed to be references to the date of formation of such entities and (iii) reasonably promptly following the date of formation of any such entity, Seller Parent shall deliver to Buyer an update to Section 5.02(a) of the Seller Disclosure Letter reflecting the information required in Section 5.02(a) with respect to such Pre-Closing Reorganizationentity.

Pre-Closing Reorganization. Buyer agrees that any or all (a) Prior to the Closing Date, at the sole expense of the Sellers maySeller, at any time before Closingthe Seller will, implement a and will cause its Affiliates to, effect the pre-closing reorganization substantially in accordance with the steps set out in Section 4.13 of the Seller Disclosure Letter (the “Pre-Closing Reorganization”). The Pre-Closing Reorganization shall be authorized by all necessary corporate actions of the parties thereto. (b) in the manner described at SCHEDULE TThe assets, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed liabilities and employees to be “Sellers” for transferred from the purpose of this Agreement, obliged Corporation to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all other Affiliates of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that pursuant to the Pre-Closing Reorganization: Reorganization shall be referred to herein as the “Excluded Matters”. The parties hereto agree that the warranties of the Seller are not made with respect to, and shall be read to disregard, any of the Excluded Matters (a) will not have regardless of such assets, liabilities and employees being assets, liabilities and employees of the effect Corporation as of imposing any incremental obligations for Taxes for the Buyerdate hereof). For the avoidance of doubt, the Holdcosforegoing shall not derogate from the Seller’s indemnification obligations pursuant to Sections 9.1(c), 9.1(d), 9.1(e), 9.2 or otherwise. (c) Prior to the date hereof, the Corporation Seller has provided the Purchaser with final or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any substantially final forms of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant all material documentation relating to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from steps included in the Pre-Closing Reorganization (the “Reorg Forms”). In the event that the Seller desires to effect any step of the Pre-Closing Reorganization by using documentation which updated SCHEDULE A will be deemed materially deviates from the Reorg Forms or which documentation was not included in the Reorg Forms, then the Seller shall, at least five (5) Business Days before any such documentation is executed or comes into force, provide the Purchaser with final or near-final draft of such documentation and Seller shall incorporate comments requested by the Purchaser as are reasonably acceptable to be incorporated into and the Seller which new document shall form part of this Agreement)the Reorg Forms. As soon as reasonably practicable following the execution or effectiveness thereof, and access no later than immediately prior to all relevant Closing, the Seller shall provide the Purchaser with copies of such documentation that has been executed or become effective relating to such the Pre-Closing Reorganization and any related information in the possession of the Seller relating to the Tax treatment of the Pre-Closing Reorganization, all of which shall be substantially in the form of the Reorg Forms.

Pre-Closing Reorganization. Buyer agrees that any or all of (a) Notwithstanding anything to the Sellers maycontrary set forth herein, at any time before prior to the Closing, implement a Seller shall, and shall cause its applicable Subsidiaries to, take all steps necessary to effect and carry out the plan of reorganization as detailed in Section 2.02 (the “Pre-Closing Reorganization”) in no later than the manner described at SCHEDULE Tdate the Closing would be required to occur pursuant to Section 3.01 (provided that, provided that any new shareholders arising as a result from and after the earlier of (i) the date sixty (60) days after the date hereof and (ii) the date the TUPE process relating to the Reorganization has been satisfied, such reorganization will date shall be bound by determined for purposes of this Section 7.05(a) without giving effect to Section 11.01(e) or Section 11.02(f)). Seller shall be permitted to amend the Reorganization (and the applicable terms of this Agreement, deemed Agreement and the Reorganization Agreements related thereto) with the prior written consent of Buyer (not to be “Sellers” for the purpose of this Agreementunreasonably withheld, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all conditioned or delayed). As part of the representationsReorganization, warranties Seller shall cause any Acquired Company that owns any assets, properties and covenants rights that are provided Excluded Assets or Excluded Liabilities to transfer such assets, properties and rights and assign such Liabilities so that as of the Closing such assets, properties, rights and Liabilities are owned by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and Liabilities of Seller or one of its Subsidiaries (other than the Acquired Companies). (b) will not have an adverse Seller shall effect on Holdcosthe Reorganization pursuant to instruments, documents and Contracts (collectively, the Corporation “Reorganization Agreements”) entered into between by the applicable Asset Transferors and Subsidiaries of Seller between the date hereof and Closing. The Reorganization Agreements shall not, except as expressly required by Law, contain any representations or warranties or provide for any recourse against any party thereto. Seller shall provide Buyer with an opportunity to review such Reorganization Agreements and consult in good faith with Buyer to determine appropriate forms with respect thereto. In the Subsidiaries event Buyer objects to the proposed form of such Reorganization Agreements, then the parties shall effectuate the transfers contemplated under the Reorganization to the minimum extent as required under applicable Law. Buyer shall have the opportunity to propose additional Reorganization Agreements and Seller will consider such proposals in good faith and cause such Reorganization Agreements to be executed to the extent reasonably acceptable to Seller. (c) In the event a Transferred Asset or their respective businesses or Assets or impose any cost, liability or expense on any of them that Assumed Liability is not reimbursed transferred or assumed, as applicable, by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant the applicable Acquired Company as of the Sellers hereunder has been breachedReorganization, then Seller shall, and shall cause its applicable Affiliates, to transfer such asset, claim, property, right or Liability to the appropriate Acquired Company prior to Closing in accordance with the Reorganization. In the event an Excluded Asset or Excluded Liability is not transferred or assumed, as applicable, by the applicable Seller or Affiliate of Seller (other than pursuant to the terms of this Section 5.9 but excluding the consideration an Acquired Company) as of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to SellersReorganization, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement)then Seller shall, and access shall cause its applicable Affiliates, to all relevant documentation relating transfer such asset, claim, property, right or Liability to such Pre-it or its appropriate Affiliate (other than an Acquired Company) prior to Closing in accordance with the Reorganization. (d) Seller shall continue to execute the de-registration process of the Navigant Consulting (Europe) Limited – Abu Dhabi Branch at Seller’s sole expense. Buyer shall, and shall cause its applicable Buyer Affiliates to, use commercially reasonable efforts to cooperate with Seller in such de-registration process (at Seller’s sole expense).

Pre-Closing Reorganization. Buyer agrees that Notwithstanding anything in this Agreement to the contrary, subject to the receipt of any necessary Third Party Consents and receipt of any necessary Government Approvals, at or prior to the Closing, Seller shall, and shall cause the applicable other Seller Parties and their respective Affiliates to, take all steps necessary to effect and carry out the Pre-Closing Reorganization as set forth in each of the Sellers mayStep Plan and Exhibit M attached hereto, including entering into one or more documents that is reasonably required to record with the applicable Government Authority nVent Thermal Europe GmbH as the owner of all Registrable IP owned by nVent Services GmbH in connection with the transaction set forth in Step 5 of the Step Plan. Seller may propose changes to the Pre-Closing Reorganization at any time before prior to ten (10) Business Days prior to the proposed execution of such changes and Buyer shall consider any such proposal in good faith and shall not unreasonably object to such proposed changes to the extent they do not adversely affect the Buyer or its Affiliates (including the Transferred Entities after the Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares material respect. Seller shall keep Buyer reasonably informed in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all respect of the representations, warranties actions and covenants that are provided by the Sellers herein, shall assume all liabilities and duties timing of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have . Seller’s counsel shall prepare, as promptly as practicable following the effect date of imposing any incremental obligations for Taxes for this Agreement, drafts of the BuyerLocal Transfer Agreements, assignment agreements, notices to customers, suppliers and others having business relationships relevant to the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, and other than relevant documentation pursuant to which the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together shall be effected (collectively, the “Pre-Closing Reorganization Documents”). Seller shall provide copies of drafts of Pre-Closing Reorganization Documents to Buyer’s counsel, and Seller shall cause its counsel to incorporate the reasonable comments of Buyer’s counsel thereto, received by Seller’s counsel within five Business Days of the delivery of any such drafts to Buyer. Seller shall obtain Buyer’s written consent before it or its Affiliates enter into any of the Pre-Closing Reorganization Documents (not to be unreasonably withheld, conditioned or delayed). Without limiting the foregoing, in connection with an updated SCHEDULE A reflecting the Pre-Closing Reorganization in Mexico, Seller shall (i) consult and cooperate in good faith with Buyer, and consider in good faith the views of Buyer, with respect to any changes commercial agreements with the shelter company in Mexico to Sellers, Shares and Purchase Price allocation resulting from be implemented in connection with the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed the “Mexican Shelter Company” and such commercial agreements, the “Mexican Shelter Company Arrangements”); (ii) not, without the prior written consent of Buyer (not to be incorporated unreasonably withheld, conditioned or delayed), agree to or enter into any Mexican Shelter Company Arrangement and form part (iii) promptly inform and consult with Buyer in advance of any meeting, conference, or material communication with the Mexican Shelter Company or its Representatives In the event that Seller is unable to enter into the Mexican Shelter Company Arrangement solely due to (i) acts or omissions of the Mexican Shelter Company or (ii) Buyer’s refusal to provide the consent as required by clause (ii) of the foregoing sentence, then Seller and Buyer shall cooperate and negotiate in good faith to mutually agree on an alternative arrangement to transfer the Business’s operations in Mexico to Buyer at the Closing; provided, however, that (A) Buyer shall not be required to agree to any such alternative arrangement that would reasonably be expected to impair or have an adverse effect on (x) the benefits to Buyer of the Transactions contemplated by this Agreement (as compared to the expected benefits had the Mexican Shelter Company Arrangements been implemented as of the Closing) or (y) the value or economics of the Business’s operations in Mexico (as compared to the expected value or economics had the Mexican Shelter Company Arrangements been implemented as of the Closing) (any such impairment or adverse effect, an “Adverse Mexico Effect”) and (B) Buyer’s refusal to agree to any such alternative arrangement on the basis of an Adverse Mexico Effect shall not constitute a breach of this Agreement. Each of Seller and Buyer understands and agrees that any transfers, assignments, sales or other dispositions of assets, interests, rights, obligations, Equity Interests, employees or otherwise, whether from a Transferred Entity to a Seller Party or one or more of its Affiliates, or from a Seller Party or one or more of its Affiliates to a Transferred Entity, shall be made on an “as is”, “where is” basis, without representation or warranty of any kind and without recourse to the party making such transfer, assignment, sale or other disposition (without limiting in any respect the representations and warranties and the provisions in this Agreement and the Transaction Agreements). Prior to the Closing, and access to all relevant Seller shall provide Buyer with copies of executed final documentation relating to such affecting each step of the Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer agrees that any or all In advance of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that implementing the Pre-Closing Reorganization: , each Vendor shall apply to the Canada Revenue Agency (a“CRA”) will not have for a clearance certificate under subsection 116(1) of the effect Tax Act in respect of imposing any incremental obligations the proposed disposition of the Purchased Shares owned by such Vendor on the basis that such Purchased Shares are "taxable Canadian property" for Taxes for purposes of the BuyerTax Act (the “Section 116 Applications”). The Section 116 Applications shall include a covering letter that describes the transfer of the Purchased Shares to Newco, the Holdcos, consideration payable by Newco in respect thereof and the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant subsequent sale of the Sellers hereunder has been breached, other than Purchased Shares by Newco to the Purchaser pursuant to the terms of this Section 5.9 but excluding the consideration Agreement. The Vendors shall provide a draft of the Competition Act ApprovalSection 116 Applications to the Purchaser for its review no later than ten (10) Business Days prior to submitting such applications to the CRA and shall consider in good faith all reasonable comments made by the Purchaser. The Sellers will provide written notice Vendors shall pay such amounts to the Buyer upon completion CRA or furnish security acceptable to the CRA in order to obtain clearance certificates in respect of any Pre-Closing Reorganization together the proposed dispositions. The Vendors shall timely pay all other Taxes to the CRA that arise in connection with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed including any amounts arising under Part XIII of the Tax Act). The Vendors shall keep the Purchaser informed of the status of the Section 116 Applications (including notice of receipt of clearance certificates under section 116 as well as any developments that could impact the amounts payable to be incorporated into the CRA by the Vendors in connection with the Pre-Closing Reorganization) and form part shall notify and keep the Purchaser reasonably informed of this Agreement), and access to all relevant documentation relating to such the status of any Proceeding arising in connection with the Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer agrees that At or prior to the Closing, subject to the receipt of any or all necessary third-party consents and any approvals needed from any Governmental Entity, Seller shall, and shall cause its applicable Affiliates (including the Seller Entities and the Purchased Entities) to, complete the actions described in Section 5.12 of the Sellers maySeller Disclosure Schedules in accordance with the terms thereof, at as well as any time before Closingactions not specified on Section 5.12 of the Seller Disclosure Schedules but that are an inherent, implement a reorganization reasonably necessary, or customary part of any such action and any other actions reasonably approved by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed) (all such actions, collectively, the “Pre-Closing Reorganization”) at the times and in the manner described at SCHEDULE Ttherein, provided that any new shareholders arising and culminating with the transfer of the Business and the Purchased Assets entirely into the Purchased Entities (except as a result expressly set forth on Section 5.12(a) of such reorganization will be bound by the terms Seller Disclosure Schedule). Following the date of this Agreement, deemed Seller shall be entitled to update the actions set forth on Section 5.12 of the Seller Disclosure Schedules to the extent approved in writing by Purchaser (such approval not to be “Sellers” unreasonably withheld, conditioned or delayed). The Pre-Closing Reorganization (taking into account any updates pursuant to the previous sentence or that have been agreed by Purchaser in the Pre-Closing Reorganization Agreements) (i) shall not adversely affect, in any material respect, the operation of the Business (taken as a whole) after the Closing (taking into account the services provided under the other Transaction Documents), (ii) assuming the Pre-Closing Reorganization had been completed on November 30, 2022 and that the Business would receive the benefits of the Transaction Documentation from December 1, 2022 through November 30, 2023, shall not adversely affect, in more than a de minimis respect, the ability of the Business to generate the financial results of operations for the purpose twelve-month period ended November 30, 2023, or (iii) based on Purchaser’s acquisition structure described on Section 10.2 of this Agreementthe Seller Disclosure Schedules, obliged shall not adversely affect the “step-up” in U.S. federal income tax basis of Purchaser or its Affiliates with respect to sell their shares the Transaction (with whether such “step-up” has been so affected being determined with regard to the manner of operation of the Purchased Entities and the Business as of the Closing Date and without taking into account any actual or potential changes in such operation following the Closing) in a manner that is not more than de minimis, in the Relevant Holdco case of each of the foregoing clauses (i), (ii) and (iii), (x) excluding any effect attributable to a change in cash balances, changes in intercompany balances or reduction in net operating or similar losses or credits of the Purchased Entities attributable to a Pre-Closing Tax Period through the settlement of the intercompany balances required to be settled pursuant to Section 5.12 of the Seller Disclosure Schedules or the actions contemplated by Section 5.6, (y) excluding any effect resulting from those transactions contained in the Pre-Closing Reorganization set forth in Section 5.12(b) of the Seller Disclosure Schedule, to the Buyer on the terms and conditions contained hereinextent specified therein, and required (z) unless otherwise expressly agreed in writing by Purchaser. Seller shall keep Purchaser and its applicable Representatives reasonably apprised with respect to provide all the status of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect , including to provide Purchaser and its applicable Representatives with copies of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will Agreements for review and comment at least five (5) Business Days prior to the execution thereof. Each of Seller and Purchaser understands and agrees that any transfers, assignments, sales or other dispositions of assets, interests, rights, capital stock or otherwise, whether from a Purchased Entity to a Seller Entity or one or more of its Affiliates, or from a Seller Entity or one or more of its Affiliates to a Purchased Entity, shall be considered made on an “as-is,” “where-is” basis, without representation or warranty of any kind, and without recourse to the recipient thereof, and without recourse to the party making such transfer, assignment, sale or other disposition (it being agreed that the documentation in determining whether a representationrespect of such transfers shall not limit, warranty modify or covenant otherwise affect any of the Sellers hereunder representations or warranties, or any remedies of the parties expressly provided hereunder). Each of Seller and Purchaser has been breacheddesignated three individuals as set forth in Section 5.12 of the Seller Disclosure Schedules to be part of a committee (the “Reorganization Committee”). The Reorganization Committee shall convene on at least a twice monthly basis between the date of this Agreement and the Closing Date. Without limitation of the foregoing obligations, other than pursuant the Seller designees to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers Reorganization Committee will provide written notice to updates on the Buyer upon completion status of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into at each meeting and form part of this Agreement), and access to all seek relevant documentation relating to such Pre-Closing Reorganizationinput from the Purchaser designees.

Pre-Closing Reorganization. Buyer agrees that any (a) The Company will agree to effect such reorganization of its business, operations, subsidiaries and assets or all of the Sellers maysuch other transactions (each, at any time before Closing, implement a reorganization (“Pre-Closing Acquisition Reorganization”) as Parent or Sub may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the obligations of the Company pursuant to this Section 4.09 shall be conditional on the understanding that (i) any Pre-Acquisition Reorganization shall not, in the manner described at SCHEDULE Topinion of the Company, provided acting reasonably, materially impede or materially delay the consummation of the Arrangement or the making of any Superior Proposal by any other person, (ii) any Pre-Acquisition Reorganization shall not, in the opinion of the Company, acting reasonably, materially interfere with the ongoing operations of the Company or its Subsidiaries, (iii) any Pre-Acquisition Reorganization shall not require the Company or any Subsidiary to contravene any applicable Laws, their respective organization documents or any Contract, (iv) the Company and its Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any new shareholders arising taxes being imposed on, or any adverse tax or other consequences to, any Shareholder of the Company incrementally greater than the taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, and (v) the Company, its Subsidiaries and their respective officers, directors, employees, agents advisors and representatives shall have received an indemnity, in form and substance satisfactory to the Company, acting reasonably, from Parent from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of such reorganization will be bound any Pre-Acquisition Reorganization. Parent shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization in reasonable detail at least 10 Business Days prior to the date of the Special Meeting. Any step or action taken by the terms Company or its Subsidiaries in furtherance of this Agreement, deemed a proposed Pre-Acquisition Reorganization shall not be considered to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties a breach of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breachedCompany contained in this Agreement. If the Arrangement is not completed, other than pursuant Parent or Sub shall forthwith reimburse the Company or at the Company’s direction, its Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and taxes) incurred by the Company and its Subsidiaries in considering or effecting a Pre-Acquisition Reorganization and shall be responsible for any fees, expenses and costs (including professional fees and expenses and taxes) of the Company and its Subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to the terms Effective Date. (b) To the extent that a Pre-Acquisition Reorganization requires approval of the Shareholders under the CBCA, the Company shall (i) seek approval of the Shareholders for such Pre-Acquisition Reorganization at the Special Meeting, (ii) include in the Proxy Circular a form of special resolution of the Shareholders (the “Reorganization Resolution”) approving such Pre-Acquisition Reorganization in form and substance acceptable to Parent, acting reasonably, either included within the Arrangement Resolution or separate from the Arrangement Resolution if so requested by Parent, and (iii) include in the Proxy Circular the unanimous recommendation of the Board that the Shareholders vote in favour of the Reorganization Resolution, provided that Parent and Sub agree to amend the provisions of this Agreement requiring the Company to take certain action by specified times, including such provisions contained in Section 1.02 and Section 1.07, to the extent necessary to facilitate the foregoing. Subject to the provisions of this Section 5.9 but excluding 4.09, the consideration provisions in this Agreement regarding the Company’s obligations respecting the approval of the Competition Act Approval. The Sellers will provide written notice Arrangement Resolution shall apply mutatis mutandis to the Buyer upon completion approval of any Pre-Closing the Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization Resolution. (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement)c) The Company agrees that it shall, and access shall cause each of its Subsidiaries to, co-operate with Parent and Sub in good faith to all relevant documentation relating to plan, prepare and implement such Pre-Closing ReorganizationAcquisition Reorganizations as are desirable and requested by Parent or Sub.

Pre-Closing Reorganization. Buyer agrees that any (a) The Company will agree to effect such reorganization of its business, operations, subsidiaries and assets or all of the Sellers maysuch other transactions (each, at any time before Closing, implement a reorganization (“Pre-Closing Acquisition Reorganization”) as Parent or Subco may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the Company need not effect a Pre-Acquisition Reorganization which in the manner described opinion of the Company, acting reasonably: (i) would materially impede or materially delay the consummation of the Arrangement; (ii) would prejudice the Shareholders in any material respects; or (iii) cannot be reversed or unwound or rendered ineffective without adversely affecting the Company and its Subsidiaries taking into account Parent’s reimbursement obligations. Parent shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at SCHEDULE T, provided that any new shareholders arising as a result least 10 Business Days prior to the date of such reorganization will be bound the Company Meeting. Any step or action taken by the terms Company or its Subsidiaries in furtherance of this Agreement, deemed a proposed Pre-Acquisition Reorganization shall not be considered to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties a breach of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breachedCompany contained in this Agreement. If the Arrangement is not completed, other than pursuant Parent or Subco shall forthwith reimburse the Company for all reasonable fees and expenses (including any professional fees and expenses) incurred by the Company and its Subsidiaries in considering or effecting a Pre-Acquisition Reorganization and shall be responsible for any costs of the Company and its Subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to the terms Effective Date. (b) To the extent that a Pre-Acquisition Reorganization requires approval of the Shareholders under the CBCA, the Company shall: (i) seek approval of the Shareholders for such Pre-Acquisition Reorganization at the Company Meeting, (ii) include in the Circular a form of special resolution of the Shareholders (the “Reorganization Resolution”) approving such Pre-Acquisition Reorganization in form and substance acceptable to Parent, acting reasonably, either included within the Arrangement Resolution or separate from the Arrangement Resolution if so requested by Parent; and (iii) include in the Circular the unanimous recommendation of the Board that the Shareholders vote in favour of the Reorganization Resolution, provided that the Parent and Subco agree to amend the provisions of this Agreement requiring the Company to take certain action by specified times, including such provisions contained in Sections 2.2(a), 2.2(d) and 2.5, to the extent necessary to facilitate the foregoing. Subject to the provisions of this Section 5.9 but excluding 6.8, the consideration provisions in this Agreement regarding the Company’s obligations respecting the approval of the Competition Act Approval. The Sellers will provide written notice Arrangement Resolution shall apply mutatis mutandis to the Buyer upon completion approval of any Pre-Closing the Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing ReorganizationResolution.

Pre-Closing Reorganization. Buyer agrees that any or all (a) Subject to Section 5.15(b), Sellers agree that, upon request of Purchaser, Sellers shall use their reasonable best efforts to (i) perform such reorganizations of the Sellers maycorporate structure, at any time before Closingcapital structure, implement business, operations and assets of the Neptune Entities or such other transactions Purchaser may request prior to the Closing Date, acting reasonably (each a reorganization (“Pre-Closing Reorganization”), and (ii) cooperate with Purchaser and its advisors to determine the nature of the Pre-Closing Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (b) Sellers and its Subsidiaries will not be obligated to participate in any Pre-Closing Reorganization under Section 5.15(a) unless such Pre-Closing Reorganization in the opinion of Sellers, acting reasonably: (i) would not result in any Taxes being imposed on Sellers or their respective Subsidiaries (other than the Neptune Entities), or any adverse Tax consequences to the Sellers or their Subsidiaries (other than the Neptune Entities) incrementally greater than the Taxes to such party (determined without taking into account any Tax attributes of Seller or such Subsidiaries) in connection with the manner described at SCHEDULE Tconsummation of the Transaction if such Pre-Closing Reorganization was not performed; (ii) is not prejudicial to Sellers in any material respect; (iii) does not require Sellers to proceed absent any required consent of any third party (including any Regulatory Approval); (iv) does not unreasonably interfere with Sellers’s material operations prior to the Closing; (v) does not require Sellers or its Subsidiaries to contravene any Contract, provided Regulatory Approval or applicable Laws, or their organizational documents; (vi) does not impair, prevent or delay the Closing; (vii) can be completed immediately prior to the Closing; and (viii) shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favor under this Agreement and shall have confirmed in writing that it is prepared, and able, to promptly and without condition proceed to effect the Closing. (c) Sellers and its Subsidiaries will also not be obligated to participate in any new shareholders arising Pre-Closing Reorganization under Section 5.15(a) unless, if such Pre-Closing Reorganization could trigger any condition in favor of the Debt Financing Sources or otherwise cause the Debt Financing to become unavailable, the amount thereof to be reduced or the receipt of proceeds thereof to be delayed, such Pre-Closing Reorganization is expressly consented to in writing by each of the Debt Financing Sources pursuant to one or more consents, waivers or other agreements (and which consent, waiver or agreement shall, without limiting the foregoing, expressly waive the condition set forth in clause (g) under “Conditions Precedent to Closing and Initial Funding of the Credit Facilities” on the term sheet attached to each Debt Commitment Letter (as a result of such reorganization will be bound by in effect on the date hereof) (or, if any Debt Commitment Letter has been amended or replaced in accordance with the terms of this Agreement, deemed all similar conditions in any such amended or replaced Debt Commitment Letter)) in form and substance reasonably acceptable to be “Sellers” for . (d) Unless the purpose Transaction is not completed due to a breach by Sellers of the terms and conditions of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms Purchaser agrees that it will be responsible for all reasonable costs and conditions contained herein, expenses and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of losses associated with any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: , including professional fees and expenses and Taxes (a) will not have the effect including any Taxes payable on any additional amounts payable in connection with this Section 5.15), to be carried out at its request and shall indemnify and save harmless Sellers and their Affiliates, on an after-Tax basis (determined without taking into account any Tax attributes of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries Sellers or their respective businesses Subsidiaries), from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest awards, judgments and penalties suffered or Assets or impose any cost, liability or expense on incurred by any of them in connection with or as a result of any such Pre-Closing Reorganization (including in respect of any unwinding, reversal, modification or termination of a Pre-Closing Reorganization) and that is not reimbursed by Sellers. No any Pre-Closing Reorganization will not be considered in determining whether a representation, representation or warranty or covenant of Sellers under this Agreement has been breached (including where any such Pre-Closing Reorganization requires the consent of any third party under a Contract). If the Transaction is not completed (other than due to a breach by Sellers of the terms and conditions of this Agreement), Purchaser shall reimburse Sellers hereunder has been breached, other than pursuant forthwith for all reasonable fees and expenses (including any professional fees and expenses and Taxes) and losses incurred by Sellers in considering or effecting all or any part of the Pre-Closing Reorganization. Anything in the Agreement to the terms contrary notwithstanding, the definition of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion Indebtedness and Working Capital shall exclude any liabilities for Taxes arising in connection with or as a result of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer agrees that any or all (1) Prior to completion of the Sellers maytransactions contemplated by this Agreement, at any time before Closing, implement a reorganization the Vendors will cause the Corporation to take certain actions in order to transfer certain assets and liabilities out of the Corporation (“the "Pre-Closing Reorganization”"). Pursuant to the Pre-Closing Reorganization, the Vendors will cause (a) those assets listed in Schedule 2.05 (1) (a) hereto, (such assets being referred to herein as the "Excluded Assets"), and (b) those liabilities listed in Schedule 2.05(1)(b), being all those liabilities and obligations of the Corporation related to or incurred in connection with the Excluded Assets (such liabilities being referred to herein as the "Excluded Liabilities"), to be transferred by the Corporation to a third party and the Vendors will be responsible for the payment of any retained Excluded Liabilities and will jointly and severally indemnify and save harmless the Purchaser and the Corporation from any liability, obligation or loss arising out of or in respect thereof. (2) The Vendors agree that they will jointly and severely indemnify and save the Purchaser and the Corporation harmless with respect to any liability which the Corporation may incur as a result of or in connection with the Pre-Closing Reorganization. For greater certainty, it is intended by the Parties that in the manner described at SCHEDULE Tevent that the Pre-Closing Reorganization results in a gain to the Corporation for purposes of the ITA, provided this gain will be offset by any available loss carry forwards of the Corporation. The Purchaser acknowledges that the Vendors will not be expected to indemnify the Purchaser for any new shareholders resulting reduction in the amount of the Corporation's loss carry forwards. (3) Any income tax liability of the Corporation: (a) which relates to matters other than the carrying on of the Business, including, for greater certainty but without limiting the generality of the foregoing, any income tax liability arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will which relates to the carrying on of the Business for the portion of the then current fiscal year which ends at the Closing Date, shall be for the account of the Vendors and such liabilities shall be reflected on the Final Balance Sheet referred to in Section 2.04. To the extent that such liabilities are not have an adverse effect reflected on Holdcosthe Final Balance Sheet, the Vendors will jointly and severally indemnify and save harmless the Purchaser and the Corporation from any liability, obligation or loss arising with respect to such liability. The income tax returns of the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense Corporation for the period ended on any of them that is not reimbursed by Sellers. No Pre-the Closing Reorganization Date will be considered in determining whether a representation, warranty or covenant prepared by the Vendors within 120 days of the Sellers hereunder has been breached, other than pursuant Closing Date and provided to the terms of Purchaser. The Purchaser will provide the Vendors with such access to the Books and Records as are required for this Section 5.9 but excluding purpose. The Purchaser will also provide the consideration Vendors with reasonable access to the books and records of the Competition Act ApprovalCorporation for the purpose of dealing with any assessments or reassessments or other taxation matters relating to the Corporation for which the Vendors is responsible hereunder. The Sellers Vendors agrees that, prior to the Closing Date, they will provide written notice to the Buyer upon completion Purchaser with a calculation of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the income tax payable by the Corporation as a result of the Pre-Closing Reorganization (which updated SCHEDULE A Reorganization. The Purchaser will be deemed have a right to be incorporated into review and form part of this Agreement), and access to all relevant documentation relating to approve such Pre-Closing Reorganizationcalculations.

Pre-Closing Reorganization. Buyer agrees Prior to the SPAC Merger Effective Time, the Target Companies shall use commercially reasonable efforts to consummate the transactions contemplated by the Pre-Closing Reorganization described on Schedule 1.1 with such changes (a) that any or all of are determined by the Sellers mayTarget Companies to be reasonably necessary to effect such transactions (provided, however that if the Pre-Closing Management Grants are not issued prior to the Closing, then the Pre-Closing Management Grants shall not be issued at any time before Closingthereafter) and (b) solely in the case of any such change that would reasonably be expected to adversely affect the Intended Tax Treatment to SPAC or SPAC’s shareholders, implement a reorganization that are subject to SPAC’s prior written consent (“such consent not to be unreasonably withheld, conditioned or delayed). The Target Companies shall keep SPAC reasonably informed regarding the status of the Pre-Closing Reorganization”Reorganization and shall provide to SPAC copies of any material, definitive written documentation proposed to be entered into by the Target Companies (including a Tax matters agreement or similar agreement related to a Pre-Closing Divestiture (as defined on Schedule 1.1) in the manner described at SCHEDULE T, provided that any new shareholders arising structured as a result distribution of stock or limited liability company interests) or request for any Tax ruling in connection with the Pre-Closing Reorganization reasonably in advance of entering into such material, definitive written documentation or requesting such Tax ruling, and consider in good faith any reasonable comments thereon provided by SPAC or its Representatives reasonably in advance of the entering into of such reorganization will be bound by material, definitive written documentation or the terms requesting of such Tax ruling. Notwithstanding anything to the contrary in this Agreement, deemed to be “Sellers” for no Target Company shall enter into any material, definitive written documentation in connection with the purpose of this AgreementPre-Closing Reorganization that (i) constitutes a ruling request from a Tax authority, obliged to sell their shares in (ii) limits the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties right of any shareholder Target Company to engage in or Seller for whom compete with any Person in any line of business in any respect that is material to such shareholder is the successor Target Company’s business, (iii) involves post-Closing payment obligations on any Target Company or any of their respective Subsidiaries (including any earn-out or indemnification obligations) in interestexcess of $10,000,000, and provided further that but excluding any Taxes (or an indemnification obligation in respect of Taxes) arising out of any transaction entered into in connection with the Pre-Closing Reorganization: , or (aiv) will not have the effect includes a release of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation claims by any Target Company or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or any of their respective businesses Subsidiaries other than releases that involve only the payment of monetary damages in an amount less than $1,000,000 in the aggregate, in each case, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or Assets delayed), except, with respect to each of clauses (ii) through (iv) above, to the extent such limitation, obligation, or impose any cost, liability or expense on any release is customarily entered into in connection with a distribution of them that is not reimbursed by Sellers. No Prestock qualifying for tax-Closing Reorganization will be considered in determining whether a representation, warranty or covenant free treatment under Section 355 of the Sellers hereunder has been breachedCode; provided, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellersfurther, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will that SPAC shall be deemed to have a reasonable basis for withholding its consent to a request for a Tax ruling described in clause (i) to the extent such request would be incorporated expected, in SPAC’s reasonable determination, to cause more than a de minimis delay in the closing of the Transactions described herein. Upon SPAC’s request, the Target Companies shall as soon as reasonably practicable deliver to SPAC executed copies of any material, definitive written documentation entered into and form part by the Target Companies or any of this Agreement), and access to all relevant documentation relating to such their respective Subsidiaries or Tax ruling obtained in connection with the Pre-Closing Reorganization.

Pre-Closing Reorganization. Buyer agrees that any or all (1) Prior to completion of the Sellers maytransactions contemplated by this Agreement, at any time before Closing, implement a reorganization the Vendor will cause the Corporation to take certain actions in order to transfer certain assets and liabilities out of the Corporation (“the "Pre-Closing Reorganization”"). Pursuant to the Pre-Closing Reorganization, the Vendor will cause (i) certain assets, being the laptop computer owned or leased by the Corporation, being referred to herein as the "Excluded Assets", and (ii) certain liabilities, being all liabilities related to or incurred in connection with the Excluded Assets (such liabilities being referred to herein as the "Excluded Liabilities"), to be transferred by the Corporation to a third party and the Vendor will be responsible for the payment of any retained Excluded Liabilities and will indemnify and save harmless the Purchaser and the Corporation from any liability, obligation or loss arising out of or in respect thereof. (2) The Vendor agrees that they will indemnify and save the Purchaser and the Corporation harmless with respect to any liability which the Corporation may incur as a result of or in connection with the Pre-Closing Reorganization. For greater certainty, it is intended by the Parties that in the manner described at SCHEDULE Tevent that the Pre-Closing Reorganization results in a gain to the Corporation for purposes of the ITA, provided this gain will be offset by any available loss carry forwards of the Corporation. The Purchaser acknowledges that the Vendor will not be expected to indemnify the Purchaser for any new shareholders resulting reduction in the amount of the Corporation's loss carry forwards. (3) Any income tax liability of the Corporation: (a) which relates to matters other than the carrying on of the Business, including, for greater certainty but without limiting the generality of the foregoing, any income tax liability arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will which relates to the carrying on of the Business for the portion of the then current fiscal year which ends at the Closing Date, shall be for the account of the Vendor and such liabilities shall be reflected on the Final Balance Sheet referred to in Section 2.05. To the extent that such liabilities are not have an adverse effect reflected on Holdcosthe Final Balance Sheet, the Vendor will indemnify and save harmless the Purchaser and the Corporation from any liability, obligation or loss arising with respect to such liability. The income tax returns of the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense Corporation for the period ended on any of them that is not reimbursed by Sellers. No Pre-the Closing Reorganization Date will be considered in determining whether a representation, warranty or covenant prepared by the Vendor within 120 days of the Sellers hereunder has been breached, other than pursuant Closing Date and provided to the terms of Purchaser. The Purchaser will provide the Vendor with such access to the Books and Records as are required for this Section 5.9 but excluding purpose. The Purchaser will also provide the consideration Vendor with reasonable access to the books and records of the Competition Act ApprovalCorporation for the purpose of dealing with any assessments or reassessments or other taxation matters relating to the Corporation for which the Vendor is responsible hereunder. The Sellers Vendor agrees that, prior to the Closing Date, it will provide written notice to the Buyer upon completion Purchaser with a calculation of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the income tax payable by the Corporation as a result of the Pre-Closing Reorganization (which updated SCHEDULE A Reorganization. The Purchaser will be deemed have a right to be incorporated into review and form part of this Agreement), and access to all relevant documentation relating to approve such Pre-Closing Reorganizationcalculations.

Pre-Closing Reorganization. Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will Notwithstanding anything to the contrary set forth herein, prior to the Closing, Seller shall, and shall cause its applicable Subsidiaries to, take all steps necessary to effect and carry out the plan of reorganization as detailed in Section 2.02 (the “Reorganization”). Seller shall provide Buyer with draft copies of all Reorganization Agreements and the parties shall agree on the form and substance of all Reorganization Agreements. Any changes to the Reorganization proposed by Seller after the date hereof shall be subject to Buyer’s prior written consent (not have the effect of imposing any incremental obligations for Taxes for the Buyerto be unreasonably withheld, the Holdcosdelayed or conditioned), the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them with such changes that is not reimbursed are approved by SellersBuyer to be incorporated in a revised Reorganization Agreement. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant As part of the Sellers hereunder has been breachedReorganization, other than Seller shall be permitted to cause any Acquired Company that owns any assets that would be Excluded Assets if owned by BSAI, to transfer such assets pursuant to the terms of this Section 5.9 but excluding the consideration Reorganization Agreements so that as of the Competition Act ApprovalClosing such assets are owned by Seller or one of its Subsidiaries (other than the Acquired Companies). The Sellers Buyer will use its reasonable best efforts to provide written notice all reasonable cooperation requested by Seller with respect to effecting the Reorganization. (b) Prior to the Closing, Seller or BSAI, as applicable, and Buyer or Buyer Party, as applicable, shall use commercially reasonable efforts to enter into the Hawaii Sublease Agreement and the Worcester Sublease Agreement, the terms of which shall be agreed upon completion in good faith by Seller and Buyer prior to the Closing, in order to separate the use, occupancy and operations of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting the Business from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed Retained Business. To the extent required under the existing lease agreements affecting each of the Hawaii Branch and the Worcester Branch, or by Governmental Authorities, Seller or BSAI, as applicable, shall use commercially reasonable efforts to be incorporated obtain all required consents from the landlords under the lease agreements and all permits, certificates of occupancy and zoning variances from the Governmental Authorities required to enter into the Sublease Agreements or such other arrangement as agreed to by the parties and form part as are necessary for the accomplishment of this Agreement), the legal and access to all relevant documentation relating to such Pre-Closing Reorganizationphysical separation of the Business from the Retained Business in the Hawaii Branch and the Worcester Branch.

Pre-Closing Reorganization. Buyer agrees that any or all of (a) Within ninety (90) days following the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms date of this Agreement, deemed to be “Sellers” for the purpose Seller shall prepare, in good faith and in consultation with Buyer (including by incorporating any suggestions from Buyer that would not adversely affect Seller or any of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained hereinits Affiliates), and required deliver to provide all of Buyer a draft plan describing, in reasonable detail, the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that reorganization steps it plans to undertake to implement the Pre-Closing Reorganization: , including, if necessary, by adding or removing entities from Section 1.01 of the Seller Disclosure Letter and Schedule 1 (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No “Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant Plan”). Buyer shall then have forty-five (45) days to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any review such draft Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to SellersPlan, Shares during which time Buyer may review and Purchase Price allocation resulting from comment on the draft Pre-Closing Reorganization Plan. Seller shall consider in good faith Buyer’s comments and must incorporate into the Pre-Closing Reorganization Plan any reasonable requests of Buyer (which updated SCHEDULE A will be deemed i) that would avoid any adverse Tax consequences to be incorporated into Buyer and form part would not adversely affect Seller or any of its Affiliates, and (ii) in all other cases, only if Buyer agrees to indemnify Seller for, and pays Seller at Closing or at termination of this Agreement, an amount equal to the aggregate amount of the documented Losses (including Taxes and the use of Tax attributes), on a grossed-up basis, that result to Seller and access its Affiliates from accommodating such request. Within thirty (30) days following the end of such review period, Seller shall provide to all relevant documentation relating to such Buyer a copy of the final Pre-Closing ReorganizationReorganization Plan. Seller shall cause the Pre-Closing Reorganization to be completed in accordance with the final Pre-Closing Reorganization Plan by no later than the fifth (5th) Business Day prior to the Closing. Notwithstanding the foregoing, if Seller identifies external requirements or considerations necessitating or making desirable an expedited review and implementation of any of the steps contemplated by Seller’s working draft of the Pre-Closing Reorganization Plan, Seller may implement such steps as soon as reasonably necessary or desirable, provided that Seller has (i) described such external requirements or considerations to Buyer, (ii) given Buyer a reasonable opportunity to review and comment on the portion of the Pre-Closing Reorganization Plan that relates to such steps, (iii) consulted with Buyer in good faith regarding such steps, and (iv) incorporated into the portion of the Pre-Closing Reorganization Plan that relates to such steps any suggestions from Buyer that would not adversely affect Seller or any of its Affiliates. (b) At or prior to the Closing, Seller shall (i) form a new entity in the Swiss Confederation (“DeMag JV”) by filing formation documents in form reasonably agreed upon by Buyer and Seller, (ii) enter into with Buyer an operating agreement with respect to DeMag JV in a form reasonably agreed upon by Buyer and Seller in accordance with the principles set forth in Section 5.14(b) of the Buyer Disclosure Letter and (iii) contribute, or cause to be contributed, to DeMag JV the Demag Trademarks pursuant to a contribution agreement with DeMag JV in form reasonably agreed upon by Buyer and Seller (it being agreed and acknowledged that such agreement will not contain any representations, warranties or indemnities by any party thereto). Buyer and Seller shall cause DeMag JV at Closing to (i) grant to Buyer a license for the use of the Demag Trademarks, pursuant to a license agreement incorporating the terms set forth in Section 5.14(b) of the Buyer Disclosure Letter (the “Kappa Demag License Agreement”) and (ii) grant to Seller a license for the use of the Demag Trademarks, pursuant to a license agreement incorporating the terms set forth in Section 5.14(b) of the Buyer Disclosure Letter (the “Theta Demag License Agreement”) (the transactions described in this Section 5.14(b), collectively, the “DeMag JV Arrangements”). For purposes of this Agreement, “

Pre-Closing Reorganization. Buyer agrees that any On the terms and subject to the conditions set forth herein, at or all prior to the Closing, AT&T and its Subsidiaries will consummate the Pre-Closing Reorganization, including the retention of certain intracompany indebtedness of the Sellers Transferred Subsidiaries (the “Existing Intracompany Indebtedness”), as set forth on and in accordance with Exhibit A and Section 1.2. AT&T shall provide drafts of all documentation relating to the Pre-Closing Reorganization to Investor reasonably in advance of the Closing and will consider Investor’s comments, if any, on such documentation in good faith. Any modifications to the Pre-Closing Reorganization relative to Exhibit A that would reasonably be expected to have a more than de minimis adverse effect on NewCo, any of the Transferred Subsidiaries, Investor, Investor’s direct or indirect owners or the Business following the Closing (for the avoidance of doubt, including: (1) more than de minimis adverse effects on NewCo, any of the Transferred Subsidiaries, the Investor or the Investor’s direct or indirect owners, as a result of any change to the intended tax treatment of the steps reflected in Exhibit A or (2) any change to the tax classification of NewCo or any entity in which NewCo owns an equity interest) may, at any time before Closingin either case, implement a reorganization be undertaken only with the prior written approval of Investor (and, if so approved, the Pre-Closing Reorganization as so modified shall become the “Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, hereunder). AT&T shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing bear any incremental obligations for costs, expenses and Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed that arise in connection with any modifications to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.the transactions set forth under Exhibit A.

Pre-Closing Reorganization. Buyer agrees that any or all (a) In furtherance of Section 1.8(d) of the Sellers mayPurchase Agreement, at any time before prior to the Closing, implement a reorganization Sellers shall, and shall cause their Affiliates to, consummate certain restructuring transactions in accordance with the steps set forth in Annex A to this Amendment (the “Pre-Closing ReorganizationRestructuring Transactions”). (b) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco The following amendments to the Buyer on Purchase Agreement shall be effective as of the completion of the Restructuring Transactions: (i) The first paragraph of Section 1.1(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows: On the terms and subject to the conditions contained set forth herein, subject to Section 1.6, at the Closing, Sellers shall Transfer or cause to be Transferred to Buyer and/or one or more Buyer Designees, and required to provide Buyer and/or such Buyer Designees shall purchase and acquire: (x) from the Stock Seller, all Transferred Interests of LSC Communications International Holdings B.V., a private company with limited liability organized under the Law of The Netherlands (“International Holdings BV”) and the other Transferred Entities (it being understood that such transfer shall occur indirectly in the case of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties Transferred Interests of any shareholder Transferred Entity that is owned directly or Seller for whom such shareholder is indirectly by International Holdings BV), free and clear of all Liens, except with regard to restrictions arising under or in connection with the successor in interestSecurities Act or any other applicable securities Laws, and provided further that (y) from the PreSellers, the entirety of such Sellers’ (and their respective Affiliates’ direct or indirect) right, title and interest in, to and under the following, in each case free and clear of all Liens (other than Permitted Post-Closing Reorganization: Encumbrances) and Excluded Liabilities (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyercollectively, the Holdcos, the Corporation or the Subsidiaries; and “Transferred Assets”): (bii) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant Section 2.5(m) of the Sellers hereunder has been breachedPurchase Agreement is hereby amended by replacing “Holdings B.V.” with “International Holdings BV” (iii) The first sentence of Section 3.2(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows: Part 1 of Schedule 3.2(a) sets forth the designation and par value and the number of authorized, other than pursuant issued and outstanding Equity Interests of International Holdings BV held by LSC Communications Netherlands B.V., a limited liability organized under the Laws of The Netherlands and the record owner of each such issued and outstanding Equity Interest (the “Stock Seller”). (iv) The definition of “Transferred Entities” in Exhibit A to the terms Purchase Agreement is hereby amended to add “and International Holdings BV” at the end of this Section 5.9 but excluding the consideration such definition. (v) Part 1 of Schedule 3.2(a) of the Competition Act Approval. Purchase Agreement is hereby amended and restated in its entirety and replaced with Annex B. (vi) The Sellers will provide written notice definition of “Dutch Interests” in Exhibit A to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing ReorganizationAgreement is hereby deleted in its entirety.

Pre-Closing Reorganization. Prior to the Closing, the Company shall, and shall direct Archaea to, cause the Pre-Closing Reorganization to occur in accordance with and pursuant to the steps set forth in Exhibit E attached hereto. Archaea shall keep Buyer agrees that any or all informed of the Sellers may, at any time before Closing, implement a reorganization (“status of the Pre-Closing Reorganization”) , including from time to time upon request by Buyer. With respect to each transaction in the manner described at SCHEDULE TPre-Closing Reorganization, provided that any new shareholders arising as prior to the Closing, Archaea shall, and shall cause the other Group Companies to, (a) provide Buyer with a result of such reorganization will be bound reasonable opportunity to review and comment on the documents intended by the terms Archaea to effect the Pre-Closing Reorganization, (b) consider in good faith revising such documents to reflect reasonable comments from Buyer, (c) bear all costs and expenses of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to Pre-Closing Reorganization (except costs and expenses incurred by the Buyer Parties in reviewing and commenting on the terms and conditions contained hereinPre-Closing Reorganization process prior to Closing), and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further (d) ensure that the Pre-Closing Reorganization: (a) , and the documents entered into in connection therewith, will not have (i) include any representations, warranties, covenants or agreements of the effect of imposing Group Companies that survive the Closing (whether or not any incremental obligations for Taxes claim has been made thereunder at or prior to the Closing), (ii) otherwise provide for the Buyer, the Holdcos, the Corporation payment or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose incurrence of any cost, liability or expense on Liability by any Group Company of them consideration that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered paid or otherwise satisfied in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant full prior to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellersor as a Liability in Closing Company Indebtedness, Shares and Purchase Price allocation resulting from (e) effect the Pre-Closing Reorganization without any Liability, including Taxes, to Buyer or any of its controlled Affiliates (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreementincluding the Group Companies after Closing), other than any Liability that is specifically included as a Liability in Closing Company Indebtedness, in each case, as finally determined in accordance with Section 2.3 and access the estimates thereof reflected in the Estimated Merger Consideration. Prior to all relevant documentation relating the Closing, Archaea shall deliver to such Buyer reasonable evidence that the Pre-Closing ReorganizationReorganization has been completed in accordance with Exhibit E and this Section 6.21.