Common use of Scheme and Offer Clause in Contracts

Scheme and Offer. (a) The Borrower agrees that it shall (and shall procure that Bidco shall): (i) not issue any Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c); (ii) except as consented to by the Administrative Agent in writing, not increase the price paid for any Target Shares pursuant to a Scheme or, as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may be) are consistent in all material respects with the respective press release delivered to the Administrative Agent pursuant to Section 4.01(1)(c) subject to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Borrower, result in the Borrower (directly or indirectly) holding shares representing, in any case, not less than 75% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”); (iii) comply in all material respects with the Takeover Code, subject to any consents, waivers or dispensations granted by the Panel or the requirements of the Court, and all other applicable laws and regulations that are relevant to any Offer or Scheme; (iv) promptly provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, if relevant), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or Scheme, in each case, except to the extent it is prohibited by law or regulation from doing so; (vi) in the event that a Scheme is switched to an Offer or vice versa, except as consented to by the Administrative Agent in writing, ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c) other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments; (vii) in the case of an Offer, following the Closing Date, should the Borrower become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its Subsidiaries) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 days after the date upon which the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and (b) Except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld, conditioned or delayed), each of the Borrower and Bidco hereby covenants and agrees that it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, the Offer Documents (including, without limitation, the Acceptance Condition), other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. (a) The Borrower covenants and agrees that from the Effective Date it shall (and shall procure that Bidco shall):will: (i) not issue any Issue a Press Release (consistent in all material respects with the draft Press Release delivered to the Agent pursuant to Section 7.1(3)) on or before the date falling three Business Days after the Effective Date, and not release any other than Press Release unless (x) the initial Press Release or other than pursuant to and in accordance with Section 6.01(17)(a)(vi8.1(15)(a)(vi), or (y) unless, subject to other than with such amendments as are which would not Materially Adverse Amendmentscontravene Section 8.1(15)(b), that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c7.1(3);. (ii) except Except as consented to by the Administrative Agent in writingJoint Lead Arrangers, not increase the price paid for any Target Shares pursuant to a Scheme or, as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the respective press release delivered to form of the Administrative Agent Press Release issued pursuant to Section 4.01(1)(c8.1(15)(a)(i) above subject to any variation required by the Takeover Code, Court (in the Court case of a Scheme) or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b8.1(15)(b). In the case of an Offer, the Acceptance Condition shall must not be not capable of being satisfied, satisfied unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the BorrowerBidco, result in the Borrower Bidco (directly or indirectly) holding shares representing, in any case, not less than 75at least 75.0% (or such lower percentage as agreed to by the Joint Lead Arrangers) of all Target Shares carrying voting rights on a fully diluted basis issued (excluding any shares held in treasury) as at the date on which the Offer becomes or is declared unconditional as to acceptances (the “Minimum Acceptance Level”);. (iii) comply Comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by by, or requirements of, the Court, the Panel or the requirements of the Court, and all any other applicable laws and regulations that are relevant to any Offer or Scheme;Governmental Authority. (iv) promptly Promptly provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant)), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information;. (v) deliver Deliver to the Administrative Agent copies of each Press Release, each Offer Document, Document and each Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or Scheme, in each case, except to the extent it is prohibited by law or regulation from doing so;Document. (vi) in In the event that a Scheme is switched to an Offer or vice versaversa (which Bidco shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), except as consented to by the Administrative Agent in writingJoint Lead Arrangers, ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c7.1(3) other than (x) any changes permitted to be made in accordance with which would not contravene Section 6.01(17) (b8.1(15)(b) or which are required to reflect the change in legal form to an Offer or a Scheme, Scheme or (y) any variation required by the Panel or, in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments;Court. (vii) in In the case of an Offer, following the Closing Date, should the Borrower Bidco become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Squeeze- Out Notices are delivered to the relevant holders of shares in Target Shares and otherwise comply with all of the applicable provisions of Chapter 3 of Part 28 of the Companies Act to enable it to exercise its Squeeze-Out Rights;. (viii) shall Procure that Bidco not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco it (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries results in Bidco being required to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require results in a change being required to be made to the terms of the Scheme or the Offer (as the case may be), including ) pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment;. (ix) not at Where any time (including following announcement to be made by the Borrower or any of its Subsidiaries in relation to the Scheme or the Offer Unconditional Date or Scheme Effective Date) make refers to any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or of the parties to this Agreement (other than solely the Borrower and or its Subsidiaries) in connection with ), obtain the financing approval of the Target Acquisition without the such party prior written consent of the Administrative Agent to announcement (such consent approval not to be unreasonably withheld, conditioned withheld or delayed) ), provided that no such approval shall be necessary where such announcement is customary or unless required in order to do so by comply with the Takeover Code or other Applicable Law relating to the Panel, the Court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority;Target Acquisition. (x) Procure that, in the case of an Offer, Bidco shall not declare the Offer unconditional as to acceptances unless the Minimum Acceptance Level is achieved;. (xi) subject If the Scheme or Offer, as applicable, lapses or is withdrawn (without the Borrower switching to an Offer or a Scheme as permitted under this Agreement, as applicable), promptly (and in any event within two Business Days), notify the Agent of such lapsing or withdrawal. (xii) Subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 60 days after the date upon which the Borrower Bidco (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause 0000. (xiii) Promptly after becoming aware of its occurrence, notify the Agent of a decision by the board of directors of the Target not to reregister as a private company under recommend the Companies Act as soon as reasonably practicable thereafter; andOffer to the shareholders of the Target or to withdraw any such recommendation. (b) Except as consented to by the Administrative Agent Joint Lead Arrangers in writing (such consent not to be unreasonably withheldwriting, conditioned or delayed), each of the Borrower and Bidco hereby covenants and agrees that from the Effective Date it, and it will procure that Bidco, will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. (a) The Borrower covenants and agrees that from the Effective Date it shall (and shall procure that Bidco shall):will: (i) not issue Not release any Press Release other than unless (x) the initial Press Release or other than pursuant to Section 6.01(17)(a)(vi5.11(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c3.1(b);. (ii) except Except as consented to by the Administrative Agent Arranger in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent pursuant to Section 4.01(1)(c3.1(b) subject subject, in the case of a Scheme, to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b5.11(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the BorrowerBidCo, result in the Borrower BidCo (directly or indirectly) holding shares representing, in any case, not less than 75at least 50.01% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional as to acceptances (the “Minimum Acceptance Level”);. (iii) comply Comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or the requirements of the Court, and all any other applicable laws and regulations that are relevant to any Offer or Scheme;regulator. (iv) promptly Promptly provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Squeeze- Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the Target in respect of the Scheme and any other information not freely supplied by the Target), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information;. (v) deliver Deliver to the Administrative Agent copies of each Press Release, each Offer Document, each any Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or SchemeScheme to the extent material to the interests of the Lenders (as reasonably determined by the Borrower), in each case, except to the extent it is prohibited by law or regulation from doing so;. (vi) in In the event that a Scheme is switched to an Offer or vice versaversa (which BidCo shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), except as consented to by the Administrative Agent Arranger in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned) ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c3.1(b) other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b5.11(b) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments;. (vii) in In the case of an Offer, following the Closing DateDate while any Commitments remain outstanding, should the Borrower BidCo become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of Chapter 3 of Part 28 of the Companies Act to enable it to exercise its Squeeze-Out Rights;. (viii) The Borrower shall procure that BidCo shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco it (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries BidCo to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including ) pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment;. (ix) Prior to the issue of the relevant Press Release, the Borrower shall not and shall procure that neither BidCo nor any other Subsidiary shall at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its SubsidiariesLoan Parties) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent Arranger (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Courtcourt, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority;. (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date andThe Borrower shall procure that, in the case of an Offer, within 30 days after BidCo shall not declare the date upon which Offer unconditional as to acceptances unless the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as Minimum Acceptance Level is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; andachieved. (b) Except as consented to by the Administrative Agent Arranger in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of the Borrower and Bidco hereby covenants and agrees that from the Effective Date it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. (a) The Borrower agrees that from and after the Effective Date, it shall (and shall procure that Bidco shall):: (i) not issue any Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi6.11(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c5.01(b); (ii) except as consented to by the Administrative Agent Lead Arranger in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent pursuant to Section 4.01(1)(c5.01(b) subject to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b6.11(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Borrower, result in the Borrower (directly or indirectly) holding shares representing, in any case, not less more than 7550% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”); (iii) comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or any other applicable regulator or the requirements of the Court, and all other applicable laws and regulations that are relevant to any Offer or Scheme; (iv) promptly provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the Target in respect of the Scheme and any other information not freely supplied by the Target), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each any Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or SchemeScheme to the extent material to the interests of the Lenders (as reasonably determined by the Borrower), in each case, except to the extent it is prohibited by law or regulation from doing so; (vi) in the event that a Scheme is switched to an Offer or vice versaversa (which the Borrower shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), except as consented to by the Administrative Agent Lead Arranger in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c5.01(b) other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b6.11(b) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments; (vii) in the case of an Offer, following the Closing DateDate while any Commitments remain outstanding, should the Borrower become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of Chapter 3 of Part 28 of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) prior to the issuance of the relevant Press Release, not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its Subsidiaries) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Courtcourt, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 60 days after the date upon which the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and (b) Except as consented to by the Administrative Agent Lead Arranger in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of the Borrower and Bidco hereby covenants and agrees that from the Effective Date it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. (a) The Borrower agrees that from and after the Effective Date, it shall (and shall procure that Bidco shallcause Buyer to): (i) not issue any Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi6.15(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c4.01(a)(iii); (ii) except as consented to by the Administrative Agent Arranger in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent pursuant to Section 4.01(1)(c4.01(a)(iii) subject to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b6.15(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the BorrowerBorrower and/or Buyer, result in the Borrower and/or Buyer (directly or indirectly) holding shares representing, in any case, not less than at least 75% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”); (iii) comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or any other applicable regulator or the requirements of the Court, and all other applicable laws and regulations that are relevant except where non-compliance would not be materially prejudicial to any Offer or Schemethe Lenders (taken as a whole); (iv) promptly (x) provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the Target in respect of the Scheme and any other information not freely supplied by the Target), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such informationinformation and (y) notify the Administrative Agent of the occurrence of a Mandatory Cancellation Event; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each any Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco and/or Buyer in connection with an Offer or SchemeScheme to the extent material to the interests of the Lenders (as reasonably determined by the Borrower), in each case, except to the extent it is prohibited by law or regulation from doing so; (vi) in the event that a Scheme is switched to an Offer or vice versaversa (which the Borrower and/or Buyer shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), except as consented to by the Administrative Agent Arranger in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c4.01(a)(iii) other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b6.15(b) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments; (vii) in the case of an Offer, following the Closing DateDate while any Commitments remain outstanding, should the Borrower and/or Buyer become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of Chapter 3 of Part 28 of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries and/or Buyer to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) prior to the issuance of the relevant Press Release, not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its Subsidiaries) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent Arranger (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Courtcourt, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 60 days after the date upon which the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx Axx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and (b) Except as consented to by the Administrative Agent Arranger in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of the Borrower and Bidco hereby covenants and agrees that from the Effective Date it will not (and shall cause Buyer to not) amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. From the Second Amendment Effective Date, the Company will (and will procure that each Affiliate of the Company and Bidco will): (a) The Borrower agrees ensure that it shall (and shall procure that Bidco shall): (i) not issue any the terms of the Scheme as set out in the Scheme Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered press release provided to the Administrative Agent pursuant to the terms of the Second Amendment or (ii) in the event that the Scheme is to be switched to an Offer, the terms of the Offer Press Release are in accordance with Section 4.01(1)(c7.16(f), except, in each case, as required by the City Code, any Governmental Authority, the Panel, law or regulation; (b) procure that (i) any Scheme Circular or Offer Document (as the case may be) is issued and dispatched in accordance with the timetable set out in the relevant Press Release and in any event within 28 days (or such longer period permitted by the Panel) and (ii) ), except as consented to by the Administrative Agent in writing, writing (such consent not increase the price paid for any Target Shares pursuant to a Scheme or, as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower be unreasonably withheld or the issuance of equity interests delayed) or otherwise required by the Borrower on terms approved by City Code, any Governmental Authority, the Administrative Agent) and ensure that the terms of the Panel, any Scheme Circular or Offer or Scheme as set out in the Offer Documents or the Scheme Documents Document (as the case may be) are consistent reflects the latest Press Release in all material respects with the respective press release delivered except for any variation that if done by amendment to the Administrative Agent pursuant to Section 4.01(1)(c) subject to any variation required by the Takeover Code, the Court Scheme Circular or the Panel and, in each case, to any variations which Offer Document would not contravene Section 6.01(17)(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Borrower, result in the Borrower (directly or indirectly) holding shares representing, in any case, not less than 75% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”8.13(b); (iiic) comply in all material respects with with: (i) the Takeover City Code, subject to any consents, waivers or dispensations granted by the Panel or the requirements of the Court, Panel; and (ii) all other applicable laws and regulations that are relevant in relation to any Offer or Scheme; (ivd) promptly provide the Administrative Agent with such information as it may reasonably request in writing as to regarding the status and progress of the Scheme or Offer Target Acquisition (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, if relevant), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or Scheme, in each case, except to the extent it is prohibited by law or regulation from doing so; (vie) deliver to the Administrative Agent copies of: (i) each Press Release, each Offer Document, any receiving agent letter, any written agreement between Bidco and the Target with respect to the Scheme and any other Scheme Documents; and (ii) if requested to do so by the Administrative Agent, all other material announcements and documents published or delivered pursuant to the Offer or Scheme and all legally binding agreements entered into by Bidco in connection with an Offer or Scheme, #89182136v12 in each case except to the extent it is prohibited by law or regulation from doing so; (f) in the event that a the Scheme is to be switched to an Offer (whether it is to be pursued by way of a new Offer or vice versapursuant to Section 8 of Appendix 7 to the City Code), (i) promptly inform the Administrative Agent, (ii) within 15 Business Days procure that the Offer Press Release is issued, (iii) deliver to the Administrative Agent (A) a Conversion Notice and as soon as practicable thereafter, (B) the Offer Press Release and (iv) except as consented to by the Administrative Agent in writing, ensure that the terms and conditions of the Offer contained in the Offer Documents or Press Release and any Offer Document include the Scheme Documents (whichever is applicable) Acceptance Condition and are otherwise consistent in all material respects with those set out contained in the Scheme Press Release delivered and any Scheme Documents (to the Administrative Agent pursuant to Section 4.01(1)(c) other than (x) any changes permitted to be made extent applicable for an Offer), except, in accordance with Section 6.01(17) (b) or which are required to reflect the change in legal form to an Offer or a Schemeeach case, (y) in the case of a Scheme, any variation as required by the Court City Code, any Governmental Authority, the Panel, law or (z) any amendments that are not Materially Adverse Amendments;regulation; and (viig) in the case of an Offer, following the Closing Date, should the Borrower become promptly upon becoming entitled to exercise its Squeeze-Out Rightsgive any notice under Section 979(2) or Section 979(4) of the Companies Act, promptly ensure that Squeeze-Out Notices all such notices that may be given under section 979 of the Companies Act at that time are delivered to issued and implemented and that the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its Subsidiaries) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 days after the date upon which the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and (b) Except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld, conditioned or delayed), each of the Borrower and Bidco hereby covenants and agrees that it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, the Offer Documents (including, without limitation, the Acceptance Condition), other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Levelare complied with.

Scheme and Offer. (a) The Borrower Company agrees that it shall (and shall procure that Bidco shallcause RPS Buyer to): (i) not issue any Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi6.15(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c)on September 23, 2022; (ii) except as consented to by the Administrative Agent in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent pursuant to Section 4.01(1)(c) on September 23, 2022 subject to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b6.15(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target RPS Shares (excluding shares held in treasury) directly or indirectly owned by the BorrowerCompany and/or RPS Buyer, result in the Borrower Company and/or RPS Buyer (directly or indirectly) holding shares representing, in any case, not less than at least 75% of all Target RPS Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”); (iii) comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or any other applicable regulator or the requirements of the Court, and all other applicable laws and regulations that are relevant except where non-compliance would not be materially prejudicial to any Offer the Lenders holding RPS Acquisition Loans or SchemeCommitments with respect thereto (taken as a whole); (iv) promptly (x) provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the RPS Target in respect of the Scheme and any other information not freely supplied by the RPS Target), any regulatory and anti-trust clearances required in connection with the Target RPS Acquisition and such other information as it may reasonably request regarding the status of the Target RPS Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such informationinformation and (y) notify the Administrative Agent of the occurrence of a Mandatory Cancellation Event; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each any Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco Company and/or RPS Buyer in connection with an Offer or SchemeScheme to the extent material to the interests of the Lenders holding RPS Acquisition Loans or Commitments with respect thereto (as reasonably determined by the Company), in each case, except to the extent it is prohibited by law or regulation from doing so; (vi) in the event that a Scheme is switched to an Offer or vice versaversa (which the Company and/or RPS Buyer shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), except as consented to by the Administrative Agent in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c) on September 23, 2022 other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b6.15(b) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments; (vii) in the case of an Offer, following the RPS Acquisition Closing DateDate while any Commitments remain outstanding, should the Borrower Company and/or RPS Buyer become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in RPS Target and otherwise comply with all of the applicable provisions of Chapter 3 of Part 28 of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco Company (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries Company and/or RPS Buyer to make a mandatory offer for the Target RPS Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) prior to the issuance of the relevant Press Release, not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower Company and its Subsidiaries) in connection with the financing of the Target RPS Acquisition without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Courtcourt, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved;; and (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 60 days after the date upon which the Borrower Company (directly or indirectly) owns Target RPS Shares (excluding any shares held in treasury) which represent not less than 75% of all Target RPS Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target RPS Shares on the Main Market of the London Stock Exchange and the listing of the Target RPS Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 Act 2000 and to cause the RPS Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and. (b) Except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of the Borrower and Bidco Company hereby covenants and agrees that it will not (and shall cause RPS Buyer to not) amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target RPS Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. (a) The Borrower covenants and agrees that from the Effective Date it shall (and shall procure that Bidco shall):will: (i) not issue Not release any Press Release other than unless (x) the initial Press Release or other than pursuant to Section 6.01(17)(a)(vi5.11(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c3.1(b);. (ii) except Except as consented to by the Administrative Agent Arranger in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent pursuant to Section 4.01(1)(c3.1(b) subject subject, in the case of a Scheme, to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b5.11(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the BorrowerBidCo, result in the Borrower BidCo (directly or indirectly) holding shares representing, in any case, not less than 75at least 50.01% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional as to acceptances (the “Minimum Acceptance Level”);. (iii) comply Comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or the requirements of the Court, and all any other applicable laws and regulations that are relevant to any Offer or Scheme;regulator. (iv) promptly Promptly provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Squeeze- Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the Target in respect of the Scheme and any other information not freely supplied by the Target), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information;. (v) deliver Deliver to the Administrative Agent copies of each Press Release, each Offer Document, each any Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or SchemeScheme to the extent material to the interests of the Lenders (as reasonably determined by the Borrower), in each case, except to the extent it is prohibited by law or regulation from doing so;. (vi) in In the event that a Scheme is switched to an Offer or vice versaversa (which BidCo shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), except as consented to by the Administrative Agent Arranger in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned) ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c3.1(b) other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b5.11(b) or which are required 41 WEIL:\96719829\13\99980.0025 to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments;. (vii) in In the case of an Offer, following the Closing DateDate while any Commitments remain outstanding, should the Borrower BidCo become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of Chapter 3 of Part 28 of the Companies Act to enable it to exercise its Squeeze-Out Rights;. (viii) The Borrower shall procure that BidCo shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco it (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries BidCo to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including ) pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment;. (ix) Prior to the issue of the relevant Press Release, the Borrower shall not and shall procure that neither BidCo nor any other Subsidiary shall at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its SubsidiariesLoan Parties) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent Arranger (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Courtcourt, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority;. (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date andThe Borrower shall procure that, in the case of an Offer, within 30 days after BidCo shall not declare the date upon which Offer unconditional as to acceptances unless the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as Minimum Acceptance Level is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; andachieved. (b) Except as consented to by the Administrative Agent Arranger in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of the Borrower and Bidco hereby covenants and agrees that from the Effective Date it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. The Borrower and Bidco agree that from the Effective Date, each of the Borrower and Bidco will (and will procure that each Affiliate of the Borrower and Bidco will): (a) The Borrower agrees ensure that it shall (and shall procure that Bidco shall): (i) not issue any the terms of the Scheme as set out in the Scheme Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered press release provided to the Administrative Agent pursuant to the terms of Section 4.01(1)(c5.01 or (ii) in the event that the Scheme is to be switched to an Offer, the terms of the Offer Press Release are in accordance with Section 7.16(f), except, in each case, as required by the City Code, any Governmental Authority, the Panel, law or regulation; (b) procure that (i) any Scheme Circular or Offer Document (as the case may be) is issued and dispatched in accordance with the timetable set out in the relevant Press Release and in any event within 28 days (or such longer period permitted by the Panel) and (ii) ), except as consented to by the Administrative Agent in writing, writing (such consent not increase the price paid for any Target Shares pursuant to a Scheme or, as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower be unreasonably withheld or the issuance of equity interests delayed) or otherwise required by the Borrower on terms approved by City Code, any Governmental Authority, the Administrative Agent) and ensure that the terms of the Panel, any Scheme Circular or Offer or Scheme as set out in the Offer Documents or the Scheme Documents Document (as the case may be) are consistent reflects the latest Press Release in all material respects with the respective press release delivered except for any variation that if done by amendment to the Administrative Agent pursuant to Section 4.01(1)(c) subject to any variation required by the Takeover Code, the Court Scheme Circular or the Panel and, in each case, to any variations which Offer Document would not contravene Section 6.01(17)(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Borrower, result in the Borrower (directly or indirectly) holding shares representing, in any case, not less than 75% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”8.13(b); (iiic) comply in all material respects with with: (i) the Takeover City Code, subject to any consents, waivers or dispensations granted by the Panel or the requirements of the Court, and Panel; and (ii) all other applicable laws and regulations that are relevant in relation to any Offer or Scheme; (ivd) promptly provide the Administrative Agent with such information as it may reasonably request in writing as to regarding the status and progress of the Scheme or Offer Target Acquisition (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, if relevant), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or Scheme, in each case, except to the extent it is prohibited by law or regulation from doing so; (vie) deliver to the Administrative Agent copies of: (i) each Press Release, each Offer Document, any receiving agent letter, any written agreement between Bidco and the Target with respect to the Scheme and any other Scheme Documents; and (ii) if requested to do so by the Administrative Agent, all other material announcements and documents published or delivered pursuant to the Offer or Scheme and all legally binding agreements entered into by Bidco in connection with an Offer or Scheme, in each case except to the extent it is prohibited by law or regulation from doing so; (f) in the event that a the Scheme is to be switched to an Offer (whether it is to be pursued by way of a new Offer or vice versapursuant to Section 8 of Appendix 7 to the City Code), (i) promptly inform the Administrative Agent, (ii) within 15 Business Days procure that the Offer Press Release is issued, (iii) deliver to the Administrative Agent (A) a Conversion Notice and as soon as practicable thereafter, (B) the Offer Press Release and (iv) except as consented to by the Administrative Agent in writing, ensure that the terms and conditions of the Offer contained in the Offer Documents or Press Release and any Offer Document include the Scheme Documents (whichever is applicable) Acceptance Condition and are otherwise consistent in all material respects with those set out contained in the Scheme Press Release delivered and any Scheme Documents (to the Administrative Agent pursuant to Section 4.01(1)(c) other than (x) any changes permitted to be made extent applicable for an Offer), except, in accordance with Section 6.01(17) (b) or which are required to reflect the change in legal form to an Offer or a Schemeeach case, (y) in the case of a Scheme, any variation as required by the Court City Code, any Governmental Authority, the Panel, law or (z) any amendments that are not Materially Adverse Amendments;regulation; and (viig) in the case of an Offer, following the Closing Date, should the Borrower become promptly upon becoming entitled to exercise its Squeeze-Out Rightsgive any notice under Section 979(2) or Section 979(4) of the Companies Act, promptly ensure that Squeeze-Out Notices all such notices that may be given under section 979 of the Companies Act at that time are delivered to issued and implemented and that the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its Subsidiaries) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 days after the date upon which the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and (b) Except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld, conditioned or delayed), each of the Borrower and Bidco hereby covenants and agrees that it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, the Offer Documents (including, without limitation, the Acceptance Condition), other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Levelare complied with.

Scheme and Offer. From the Effective Date, the Company will (and will procure that each Affiliate of the Company and Bidco will): (a) The Borrower agrees ensure that it shall (and shall procure that Bidco shall): (i) not issue any the terms of the Scheme as set out in the Scheme Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered press release provided to the Administrative Agent pursuant to the terms of Section 4.01(1)(c5.01 or (ii) in the event that the Scheme is to be switched to an Offer, the terms of the Offer Press Release are in accordance with Section 7.16(f), except, in each case, as required by the City Code, any Governmental Authority, the Panel, law or regulation; (b) procure that (i) any Scheme Circular or Offer Document (as the case may be) is issued and dispatched in accordance with the timetable set out in the relevant Press Release and in any event within 28 days (or such longer period permitted by the Panel) and (ii) ), except as consented to by the Administrative Agent in writing, writing (such consent not increase the price paid for any Target Shares pursuant to a Scheme or, as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower be unreasonably withheld or the issuance of equity interests delayed) or otherwise required by the Borrower on terms approved by City Code, any Governmental Authority, the Administrative Agent) and ensure that the terms of the Panel, any Scheme Circular or Offer or Scheme as set out in the Offer Documents or the Scheme Documents Document (as the case may be) are consistent reflects the latest Press Release in all material respects with the respective press release delivered except for any variation that if done by amendment to the Administrative Agent pursuant to Section 4.01(1)(c) subject to any variation required by the Takeover Code, the Court Scheme Circular or the Panel and, in each case, to any variations which Offer Document would not contravene Section 6.01(17)(b8.13(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Borrower, result in the Borrower (directly or indirectly) holding shares representing, in any case, not less than 75% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”);; #89470657v1 (iiic) comply in all material respects with with: (i) the Takeover City Code, subject to any consents, waivers or dispensations granted by the Panel or the requirements of the Court, and Panel; and (ii) all other applicable laws and regulations that are relevant in relation to any Offer or Scheme; (ivd) promptly provide the Administrative Agent with such information as it may reasonably request in writing as to regarding the status and progress of the Scheme or Offer Target Acquisition (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, if relevant), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or Scheme, in each case, except to the extent it is prohibited by law or regulation from doing so; (vie) deliver to the Administrative Agent copies of: (i) each Press Release, each Offer Document, any receiving agent letter, any written agreement between Bidco and the Target with respect to the Scheme and any other Scheme Documents; and (ii) if requested to do so by the Administrative Agent, all other material announcements and documents published or delivered pursuant to the Offer or Scheme and all legally binding agreements entered into by Bidco in connection with an Offer or Scheme, in each case except to the extent it is prohibited by law or regulation from doing so; (f) in the event that a the Scheme is to be switched to an Offer (whether it is to be pursued by way of a new Offer or vice versapursuant to Section 8 of Appendix 7 to the City Code), (i) promptly inform the Administrative Agent, (ii) within 15 Business Days procure that the Offer Press Release is issued, (iii) deliver to the Administrative Agent (A) a Conversion Notice and as soon as practicable thereafter, (B) the Offer Press Release and (iv) except as consented to by the Administrative Agent in writing, ensure that the terms and conditions of the Offer contained in the Offer Documents or Press Release and any Offer Document include the Scheme Documents (whichever is applicable) Acceptance Condition and are otherwise consistent in all material respects with those set out contained in the Scheme Press Release delivered and any Scheme Documents (to the Administrative Agent pursuant to Section 4.01(1)(c) other than (x) any changes permitted to be made extent applicable for an Offer), except, in accordance with Section 6.01(17) (b) or which are required to reflect the change in legal form to an Offer or a Schemeeach case, (y) in the case of a Scheme, any variation as required by the Court City Code, any Governmental Authority, the Panel, law or (z) any amendments that are not Materially Adverse Amendments;regulation; and (viig) in the case of an Offer, following the Closing Date, should the Borrower become promptly upon becoming entitled to exercise its Squeeze-Out Rightsgive any notice under Section 979(2) or Section 979(4) of the Companies Act, promptly ensure that Squeeze-Out Notices all such notices that may be given under section 979 of the Companies Act at that time are delivered to issued and implemented and that the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its Subsidiaries) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 days after the date upon which the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and (b) Except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld, conditioned or delayed), each of the Borrower and Bidco hereby covenants and agrees that it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, the Offer Documents (including, without limitation, the Acceptance Condition), other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Levelare complied with.

Scheme and Offer. (a) The Borrower covenants and agrees that from the Effective Date it shall (and shall procure that Bidco shall):will: (i) not issue Not release any Press Release unless (i) other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi6.08(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c3.1(b);, subject to, in the case of any Press Release issued after the initial Press Release, such amendments as are not Materially Adverse Amendments with respect to an increase to the purchase price for the Target Shares, and (ii) the Press Release contains a recommendation by the board of directors of the Target to vote in favor of, or to accept, the Offer or Scheme (as appropriate). (ii) except Except as consented to by the Administrative Agent Lead Arranger in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent pursuant to Section 4.01(1)(c4.01(e) subject subject, in the case of a Scheme, to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b6.08(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the BorrowerIngredion SRSS , result in the Borrower Ingredion SRSS (directly or indirectly) holding shares representing, in any case, not less than at least 75% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional as to acceptances (the “Minimum Acceptance Level”);. (iii) comply in all material respects Comply with those provisions of the Takeover CodeCode agreed to be applied by the Target and the Borrower in the Implementation Agreement and those laws and regulations material in relation to the Offer or Scheme, subject to any consents, waivers or dispensations granted by any applicable regulator and save where non-compliance would not be materially prejudicial to the Panel or the requirements interests of the Court, and all other applicable laws and regulations that are relevant to any Offer or Scheme;Lenders (taken as a whole). (iv) promptly Promptly provide the Administrative Agent with such information updates, as it may and when and to the extent reasonably request requested in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Squeeze- Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the Target in respect of the Scheme and any other information not freely supplied by the Target), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information;. (v) deliver Deliver to the Administrative Agent copies of each Press Release, each Offer Document, each any receiving agent letter, any Scheme Document Document, any notices delivered and details of any determinations made in connection with clause 7 (Application of the Code and Appointment of Code Expert) of the Implementation Agreement, all other material announcements and documents published or delivered pursuant to the Offer or Scheme and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or SchemeScheme to the extent material to the interests of the Lenders (as reasonably determined by the Borrower), in each case, except to the extent it is prohibited by law or regulation from doing so;. (vi) in In the event that a Scheme is switched to an Offer or vice versaversa (which Ingredion SRSS shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement, the Bermuda Companies Act, the Implementation Agreement and the Target’s Bye-laws), except as consented to by the Administrative Agent Lead Arranger in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c4.01(e) other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b6.08(b) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments;Amendments with respect to an increase to the purchase price for the Target Shares. (vii) in In the case of an Offer, following the Closing Date, should the Borrower Ingredion SRSS become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of 102 and/or 103 of the Bermuda Companies Act to enable it to exercise its Squeeze-Out Rights;. (viii) The Borrower shall procure that Ingredion SRSS shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco it (within the meaning of the Takeover CodeTarget's Bye-laws) takes any action, which would may require the Borrower or any of its Subsidiaries Ingredion SRSS to make a mandatory offer for the Target Shares in accordance with Rule 9 the Target's Bye-laws (unless the board of directors of the Takeover Code Target has agreed to not require a mandatory offer to be made) or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including ) pursuant to Rule 6 the Target's Bye-laws or Rule 11 of the Takeover Code Implementation Agreement which change, if made voluntarily, would be a Materially Adverse Amendment;. (ix) Prior to the issue of the relevant Press Release, the Borrower shall not and shall procure that neither Ingredion SRSS nor any other Subsidiary shall at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its SubsidiariesBorrower) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent Lead Arranger (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so pursuant to a determination by the Takeover Code Expert (as defined in the Implementation Agreement) in accordance with the Implementation Agreement or by the Court or any applicable law, rule or regulation, including, without limitation, the rules of the New York Stock Exchange or any other applicable stock exchange or the Panel, rules and regulations of the Court, Securities and Exchange Commission or any regulation, any applicable stock exchange, any other applicable governmental or other regulatory authority;. (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date andThe Borrower shall procure that, in the case of an Offer, within 30 days after Ingredion SRSS shall not declare the date upon which Offer unconditional as to acceptances unless the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as Minimum Acceptance Level is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; andachieved. (b) Except as consented to by the Administrative Agent Lead Arranger in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of the Borrower and Bidco hereby covenants and agrees that from the Effective Date it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. (ai) The Borrower Each of the Issuer and the Guarantor agrees that from and after the Second Amendment Effective Date, it shall (and shall procure that Bidco shallcause each Borrower and Apex Buyer to): (iA) not issue any Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi), 4(b)(i)(F) or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent Incremental Investors pursuant to Section 4.01(1)(c3(a)(ii); (iiB) except as consented to by the Administrative Agent Incremental Investors in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent Incremental Investors pursuant to Section 4.01(1)(c3(a)(ii) subject to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b4(b)(ii). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding any shares held in treasury) directly or indirectly owned by the BorrowerApex Buyer, result in the Borrower Apex Buyer (directly or indirectly) holding shares representing, in any case, not less than at least 75% plus one (1) share of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”); (iiiC) comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or any other applicable regulator or the requirements of the Court, and all other applicable laws and regulations that are relevant to any Offer or Scheme; (ivD) promptly provide the Administrative Agent Incremental Investors with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the Target in respect of the Scheme and any other information not freely supplied by the Target), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information; (vE) deliver to the Administrative Agent Incremental Investors copies of each Press Release, each Offer Document, each any Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco Apex Buyer in connection with an Offer or SchemeScheme to the extent material to the interests of the Incremental Investors (as reasonably determined by the Guarantor), in each case, except to the extent it is prohibited by law or regulation from doing so; (viF) in the event that a Scheme is switched to an Offer or vice versaversa (which Apex Buyer shall be entitled to do on multiple occasions provided that the Issuer and the Guarantor comply with the terms of this Amendment with respect to such switch), except as consented to by the Administrative Agent Incremental Investors in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent Incremental Investors pursuant to Section 4.01(1)(c3(a)(ii) other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b4(b)(ii) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments; (vii) in the case of an Offer, following the Closing Date, should the Borrower become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its Subsidiaries) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 days after the date upon which the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and (b) Except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld, conditioned or delayed), each of the Borrower and Bidco hereby covenants and agrees that it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, the Offer Documents (including, without limitation, the Acceptance Condition), other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. (a) The Borrower covenants and agrees that from the Effective Date it shall (and shall procure that Bidco shall):will: (i) not issue Not release any Press Release other than unless (x) the initial Press Release or other than pursuant to Section 6.01(17)(a)(vi5.11(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c3.1(b);. (ii) except Except as consented to by the Administrative Agent Arranger in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent pursuant to Section 4.01(1)(c3.1(b) subject subject, in the case of a Scheme, to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b5.11(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the BorrowerBidCo, result in the Borrower BidCo (directly or indirectly) holding shares representing, in any case, not less than 75at least 50.01% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional as to acceptances (the “Minimum Acceptance Level”);. (iii) comply Comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or the requirements of the Court, and all any other applicable laws and regulations that are relevant to any Offer or Scheme;regulator. (iv) promptly Promptly provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the Target in respect of the Scheme and any other information not freely supplied by the Target), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information;. (v) deliver Deliver to the Administrative Agent copies of each Press Release, each Offer Document, each any Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or SchemeScheme to the extent material to the interests of the Lenders (as reasonably determined by the Borrower), in each case, except to the extent it is prohibited by law or regulation from doing so;. (vi) in In the event that a Scheme is switched to an Offer or vice versaversa (which BidCo shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), except as consented to by the Administrative Agent Arranger in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned) ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c3.1(b) other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b5.11(b) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments;. (vii) in In the case of an Offer, following the Closing DateDate while any Commitments remain outstanding, should the Borrower BidCo become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of Chapter 3 of Part 28 of the Companies Act to enable it to exercise its Squeeze-Out Rights;. (viii) The Borrower shall procure that BidCo shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco it (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries BidCo to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including ) pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment;. (ix) Prior to the issue of the relevant Press Release, the Borrower shall not and shall procure that neither BidCo nor any other Subsidiary shall at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its SubsidiariesLoan Parties) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent Arranger (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Courtcourt, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority;. (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date andThe Borrower shall procure that, in the case of an Offer, within 30 days after BidCo shall not declare the date upon which Offer unconditional as to acceptances unless the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as Minimum Acceptance Level is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; andachieved. (b) Except as consented to by the Administrative Agent Arranger in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of the Borrower and Bidco hereby covenants and agrees that from the Effective Date it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. (a) The Borrower Company agrees that from and after the Amendment No. 3 Effective Date, it shall (and shall procure that Bidco shallcause RPS Buyer to): (i) not issue any Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi6.15(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c)on September 23, 2022; (ii) except as consented to by the Administrative Agent in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent pursuant to Section 4.01(1)(c) on September 23, 2022 subject to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b6.15(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target RPS Shares (excluding shares held in treasury) directly or indirectly owned by the BorrowerCompany and/or RPS Buyer, result in the Borrower Company and/or RPS Buyer (directly or indirectly) holding shares representing, in any case, not less than at least 75% of all Target RPS Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”); (iii) comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or any other applicable regulator or the requirements of the Court, and all other applicable laws and regulations that are relevant except where non-compliance would not be materially prejudicial to any Offer the Lenders holding RPS Acquisition Loans or SchemeCommitments with respect thereto (taken as a whole); (iv) promptly (x) provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the RPS Target in respect of the Scheme and any other information not freely supplied by the RPS Target), any regulatory and anti-trust clearances required in connection with the Target RPS Acquisition and such other information as it may reasonably request regarding the status of the Target RPS Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such informationinformation and (y) notify the Administrative Agent of the occurrence of a Mandatory Cancellation Event; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each any Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco Company and/or RPS Buyer in connection with an Offer or SchemeScheme to the extent material to the interests of the Lenders holding RPS Acquisition Loans or Commitments with respect thereto (as reasonably determined by the Company), in each case, except to the extent it is prohibited by law or regulation from doing so; (vi) in the event that a Scheme is switched to an Offer or vice versaversa (which the Company and/or RPS Buyer shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), except as consented to by the Administrative Agent in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c) on September 23, 2022 other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b6.15(b) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments; (vii) in the case of an Offer, following the RPS Acquisition Closing DateDate while any Commitments remain outstanding, should the Borrower Company and/or RPS Buyer become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in RPS Target and otherwise comply with all of the applicable provisions of Chapter 3 of Part 28 of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco Company (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries Company and/or RPS Buyer to make a mandatory offer for the Target RPS Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) prior to the issuance of the relevant Press Release, not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower Company and its Subsidiaries) in connection with the financing of the Target RPS Acquisition without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Courtcourt, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved;; and (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 60 days after the date upon which the Borrower Company (directly or indirectly) owns Target RPS Shares (excluding any shares held in treasury) which represent not less than 75% of all Target RPS Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target RPS Shares on the Main Market of the London Stock Exchange and the listing of the Target RPS Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx Axx 0000 and to cause the RPS Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and. (b) Except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of the Borrower and Bidco Company hereby covenants and agrees that from the Amendment No. 3 Effective Date it will not (and shall cause RPS Buyer to not) amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target RPS Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. (ai) The Each of Holdings, the Company and the US Borrower agrees that from and after the First Amendment Effective Date, it shall (and shall procure that Bidco shallcause Apex Buyer to): (iA) not issue any Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi), 4(b)(i)(F) or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent Incremental Arranger pursuant to Section 4.01(1)(c3(a)(ii); (iiB) except as consented to by the Administrative Agent Incremental Arranger in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent Incremental Arranger pursuant to Section 4.01(1)(c3(a)(ii) subject to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b4(b)(ii). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding any shares held in treasury) directly or indirectly owned by the BorrowerApex Buyer, result in the Borrower Apex Buyer (directly or indirectly) holding shares representing, in any case, not less than at least 75% plus one (1) share of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”); (iiiC) comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or any other applicable regulator or the requirements of the Court, and all other applicable laws and regulations that are relevant to any Offer or Scheme; (ivD) promptly provide the Administrative Agent Incremental Arranger with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the Target in respect of the Scheme and any other information not freely supplied by the Target), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information; (vE) deliver to the Administrative Agent Incremental Arranger copies of each Press Release, each Offer Document, each any Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco Apex Buyer in connection with an Offer or SchemeScheme to the extent material to the interests of the 2021 Incremental Lenders (as reasonably determined by the Company), in each case, except to the extent it is prohibited by law or regulation from doing so; (viF) in the event that a Scheme is switched to an Offer or vice versaversa (which Apex Buyer shall be entitled to do on multiple occasions provided that Holdings, the Company and the US Borrower comply with the terms of this Amendment with respect to such switch), except as consented to by the Administrative Agent Incremental Arranger in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent Incremental Arranger pursuant to Section 4.01(1)(c3(a)(ii) other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b4(b)(ii) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments; (viiG) in the case of an Offer, following the Incremental Closing DateDate while any 2021 Incremental Term Loan Commitments remain outstanding, should the Borrower Apex Buyer become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of Part 18 of the Jersey Companies Act Law to enable it to exercise its Squeeze-Squeeze- Out Rights; (viiiH) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco Apex Buyer (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries Apex Buyer to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ixI) prior to the issuance of the relevant Press Release, not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement Amendment or the parties to this Agreement Amendment (other than Apex Buyer, Holdings, the Borrower Company and its Subsidiariesthe US Borrower) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent Incremental Arranger (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Courtcourt, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (xJ) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xiK) subject always to the Jersey Companies Act Law and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 60 days after the date upon which the US Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Jersey Companies Act Law as soon as reasonably practicable thereafter; and (bii) Except as consented to by the Administrative Agent Incremental Arranger in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of Holdings, the Company and the US Borrower and Bidco hereby covenants and agrees that from the First Amendment Effective Date it will not, and will not permit Apex Buyer to, amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.or

Scheme and Offer. (a) The Borrower agrees that from and after the Effective Date, it shall (and shall procure that Bidco shallcause Buyer to): (i) not issue any Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi6.15(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c4.01(a)(iii); (ii) except as consented to by the Administrative Agent Arranger in writingwriting (such consent not to be unreasonably withheld, not increase the price paid for any Target Shares pursuant to a Scheme ordelayed or conditioned), as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower or the issuance of equity interests by the Borrower on terms approved by the Administrative Agent) and ensure that the terms of the Offer or Scheme as set out in the Offer Documents or the Scheme Documents (as the case may bebe and, in each case, other than the Press Release) are consistent in all material respects with the form of the respective press release delivered to the Administrative Agent pursuant to Section 4.01(1)(c4.01(a)(iii) subject to any variation required by the Takeover Code, the Court or the Panel and, in each case, to any variations which would not contravene Section 6.01(17)(b6.15(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the BorrowerBorrower and/or Buyer, result in the Borrower and/or Buyer (directly or indirectly) holding shares representing, in any case, not less than at least 75% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”); (iii) comply in all material respects with the Takeover CodeCode and all other applicable laws and regulations material in relation to any Offer or Scheme, subject to any consents, waivers or dispensations granted by the Panel or any other applicable regulator or the requirements of the Court, and all other applicable laws and regulations that are relevant except where non-compliance would not be materially prejudicial to any Offer or Schemethe Lenders (taken as a whole); (iv) promptly (x) provide the Administrative Agent with such information as it may reasonably request in writing as to the status and progress of the Scheme or Offer (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Squeeze- Out Rights and the dispatch of any Squeeze-Out Notices, Notices (if relevant) but excluding, in the case of a Scheme, the current level of proxies received and notified to the Target in respect of the Scheme and any other information not freely supplied by the Target), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such informationinformation and (y) notify the Administrative Agent of the occurrence of a Mandatory Cancellation Event; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each any Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco and/or Buyer in connection with an Offer or SchemeScheme to the extent material to the interests of the Lenders (as reasonably determined by the Borrower), in each case, except to the extent it is prohibited by law or regulation from doing so; (vi) in the event that a Scheme is switched to an Offer or vice versaversa (which the Borrower and/or Buyer shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), except as consented to by the Administrative Agent Arranger in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), ensure that the terms and conditions contained in the Offer Documents or the Scheme Documents (whichever is applicable) are consistent in all material respects with those set out in the Press Release delivered to the Administrative Agent pursuant to Section 4.01(1)(c4.01(a)(iii) other than (x) any changes permitted to be made in accordance with Section 6.01(17) (b6.15(b) or which are required to reflect the change in legal form to an Offer or a Scheme, (y) in the case of a Scheme, any variation required by the Court or (z) any amendments that are not Materially Adverse Amendments; (vii) in the case of an Offer, following the Closing DateDate while any Commitments remain outstanding, should the Borrower and/or Buyer become entitled to exercise its Squeeze-Out Rights, promptly ensure that Squeeze-Out Notices are delivered to the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of Chapter 3 of Part 28 of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries and/or Buyer to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) prior to the issuance of the relevant Press Release, not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its Subsidiaries) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent Arranger (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Courtcourt, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 60 days after the date upon which the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and (b) Except as consented to by the Administrative Agent Arranger in writing (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), each of the Borrower and Bidco hereby covenants and agrees that from the Effective Date it will not (and shall cause Buyer to not) amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, or the Offer Documents (including, without limitation, other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Level.

Scheme and Offer. From the Second Amendment Effective Date, the Company will (and will procure that each Affiliate of the Company and Bidco will): (a) The Borrower agrees ensure that it shall (and shall procure that Bidco shall): (i) not issue any the terms of the Scheme as set out in the Scheme Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered press release provided to the Administrative Agent pursuant to the terms of the Second Amendment or (ii) in the event that the Scheme is to be switched to an Offer, the terms of the Offer Press Release are in accordance with Section 4.01(1)(c7.16(f), except, in each case, as required by the City Code, any Governmental Authority, the Panel, law or regulation; (b) procure that (i) any Scheme Circular or Offer Document (as the case may be) is issued and dispatched in accordance with the timetable set out in the relevant Press Release and in any event within 28 days (or such longer period permitted by the Panel) and (ii) ), except as consented to by the Administrative Agent in writing, writing (such consent not increase the price paid for any Target Shares pursuant to a Scheme or, as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower be unreasonably withheld or the issuance of equity interests delayed) or otherwise required by the Borrower on terms approved by City Code, any Governmental Authority, the Administrative Agent) and ensure that the terms of the Panel, any Scheme Circular or Offer or Scheme as set out in the Offer Documents or the Scheme Documents Document (as the case may be) are consistent reflects the latest Press Release in all material respects with the respective press release delivered except for any variation that if done by amendment to the Administrative Agent pursuant to Section 4.01(1)(c) subject to any variation required by the Takeover Code, the Court Scheme Circular or the Panel and, in each case, to any variations which Offer Document would not contravene Section 6.01(17)(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Borrower, result in the Borrower (directly or indirectly) holding shares representing, in any case, not less than 75% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”8.13(b); (iiic) comply in all material respects with with: (i) the Takeover City Code, subject to any consents, waivers or dispensations granted by the Panel or the requirements of the Court, and Panel; and (ii) all other applicable laws and regulations that are relevant in relation to any Offer or Scheme; (ivd) promptly provide the Administrative Agent with such information as it may reasonably request in writing as to regarding the status and progress of the Scheme or Offer Target Acquisition (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, if relevant), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or Scheme, in each case, except to the extent it is prohibited by law or regulation from doing so; (vie) deliver to the Administrative Agent copies of: (i) each Press Release, each Offer Document, any receiving agent letter, any written agreement between Bidco and the Target with respect to the Scheme and any other Scheme Documents; and (ii) if requested to do so by the Administrative Agent, all other material announcements and documents published or delivered pursuant to the Offer or Scheme and all legally binding agreements entered into by Bidco in connection with an Offer or Scheme, in each case except to the extent it is prohibited by law or regulation from doing so; (f) in the event that a the Scheme is to be switched to an Offer (whether it is to be pursued by way of a new Offer or vice versapursuant to Section 8 of Appendix 7 to the City Code), (i) promptly inform the Administrative Agent, (ii) within 15 Business Days procure that the Offer Press Release is issued, (iii) deliver to the Administrative Agent (A) a Conversion Notice and as soon as practicable thereafter, (B) the Offer Press Release and (iv) except as consented to by the Administrative Agent in writing, ensure that the terms and conditions of the Offer contained in the Offer Documents or Press Release and any Offer Document include the Scheme Documents (whichever is applicable) Acceptance Condition and are otherwise consistent in all material respects with those set out contained in the Scheme Press Release delivered and any Scheme Documents (to the Administrative Agent pursuant to Section 4.01(1)(c) other than (x) any changes permitted to be made extent applicable for an Offer), except, in accordance with Section 6.01(17) (b) or which are required to reflect the change in legal form to an Offer or a Schemeeach case, (y) in the case of a Scheme, any variation as required by the Court City Code, any Governmental Authority, the Panel, law or (z) any amendments that are not Materially Adverse Amendments;regulation; and (viig) in the case of an Offer, following the Closing Date, should the Borrower become promptly upon becoming entitled to exercise its Squeeze-Out Rightsgive any notice under Section 979(2) or Section 979(4) of the Companies Act, promptly ensure that Squeeze-Out Notices all such notices that may be given under section 979 of the Companies Act at that time are delivered to issued and implemented and that the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its Subsidiaries) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 days after the date upon which the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and (b) Except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld, conditioned or delayed), each of the Borrower and Bidco hereby covenants and agrees that it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, the Offer Documents (including, without limitation, the Acceptance Condition), other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Levelare complied with.

Scheme and Offer. The Borrower and Bidco agree that from the Effective Date, each of the Borrower and Bidco will (and will procure that each Affiliate of the Borrower and Bidco will): (a) The Borrower agrees ensure that it shall (and shall procure that Bidco shall): (i) not issue any the terms of the Scheme as set out in the Scheme Press Release other than (x) the initial Press Release or pursuant to Section 6.01(17)(a)(vi), or (y) unless, subject to such amendments as are not Materially Adverse Amendments, that Press Release is consistent in all material respects with the draft of the Press Release delivered press release provided to the Administrative Agent pursuant to the terms of Section 4.01(1)(c5.01 or (ii) in the event that the Scheme is to be switched to an Offer, the terms of the Offer Press Release are in accordance with Section 7.16(f), except, in each case, as required by the City Code, any Governmental Authority, the Panel, law or regulation; (b) procure that (i) any Scheme Circular or Offer Document (as the case may be) is issued and dispatched in accordance with the timetable set out in the relevant Press Release and in any event within 28 days (or such longer period permitted by the Panel) and (ii) ), except as consented to by the Administrative Agent in writing, writing (such consent not increase the price paid for any Target Shares pursuant to a Scheme or, as the case may be, an Offer (unless the increased amount payable is fully funded by equity contributions to the Borrower be unreasonably withheld or the issuance of equity interests delayed) or otherwise required by the Borrower on terms approved by City Code, any Governmental Authority, the Administrative Agent) and ensure that the terms of the Panel, any Scheme Circular or Offer or Scheme as set out in the Offer Documents or the Scheme Documents Document (as the case may be) are consistent reflects the latest Press Release in all material respects with the respective press release delivered except for any variation that if done by amendment to the Administrative Agent pursuant to Section 4.01(1)(c) subject to any variation required by the Takeover Code, the Court Scheme Circular or the Panel and, in each case, to any variations which Offer Document would not contravene Section 6.01(17)(b8.13(b). In the case of an Offer, the Acceptance Condition shall be not capable of being satisfied, unless acceptances have been received that would, when aggregated with all Target Shares (excluding shares held in treasury) directly or indirectly owned by the Borrower, result in the Borrower (directly or indirectly) holding shares representing, in any case, not less than 75% of all Target Shares carrying voting rights on a fully diluted basis (excluding any shares held in treasury) as at the date on which the Offer is declared unconditional (the “Minimum Acceptance Level”);; #89114709v24 (iiic) comply in all material respects with with: (i) the Takeover City Code, subject to any consents, waivers or dispensations granted by the Panel or the requirements of the Court, and Panel; and (ii) all other applicable laws and regulations that are relevant in relation to any Offer or Scheme; (ivd) promptly provide the Administrative Agent with such information as it may reasonably request in writing as to regarding the status and progress of the Scheme or Offer Target Acquisition (including, in the case of an Offer, the current level of acceptances, the implementation and exercise of the Squeeze-Out Rights and the dispatch of any Squeeze-Out Notices, if relevant), any regulatory and anti-trust clearances required in connection with the Target Acquisition and such other information as it may reasonably request regarding the status of the Target Acquisition subject to any confidentiality, regulatory or other restrictions relating to the supply of such information; (v) deliver to the Administrative Agent copies of each Press Release, each Offer Document, each Scheme Document and all material legally binding agreements entered into by the Borrower or Bidco in connection with an Offer or Scheme, in each case, except to the extent it is prohibited by law or regulation from doing so; (vie) deliver to the Administrative Agent copies of: (i) each Press Release, each Offer Document, any receiving agent letter, any written agreement between Bidco and the Target with respect to the Scheme and any other Scheme Documents; and (ii) if requested to do so by the Administrative Agent, all other material announcements and documents published or delivered pursuant to the Offer or Scheme and all legally binding agreements entered into by Bidco in connection with an Offer or Scheme, in each case except to the extent it is prohibited by law or regulation from doing so; (f) in the event that a the Scheme is to be switched to an Offer (whether it is to be pursued by way of a new Offer or vice versapursuant to Section 8 of Appendix 7 to the City Code), (i) promptly inform the Administrative Agent, (ii) within 15 Business Days procure that the Offer Press Release is issued, (iii) deliver to the Administrative Agent (A) a Conversion Notice and as soon as practicable thereafter, (B) the Offer Press Release and (iv) except as consented to by the Administrative Agent in writing, ensure that the terms and conditions of the Offer contained in the Offer Documents or Press Release and any Offer Document include the Scheme Documents (whichever is applicable) Acceptance Condition and are otherwise consistent in all material respects with those set out contained in the Scheme Press Release delivered and any Scheme Documents (to the Administrative Agent pursuant to Section 4.01(1)(c) other than (x) any changes permitted to be made extent applicable for an Offer), except, in accordance with Section 6.01(17) (b) or which are required to reflect the change in legal form to an Offer or a Schemeeach case, (y) in the case of a Scheme, any variation as required by the Court City Code, any Governmental Authority, the Panel, law or (z) any amendments that are not Materially Adverse Amendments;regulation; and (viig) in the case of an Offer, following the Closing Date, should the Borrower become promptly upon becoming entitled to exercise its Squeeze-Out Rightsgive any notice under Section 979(2) or Section 979(4) of the Companies Act, promptly ensure that Squeeze-Out Notices all such notices that may be given under section 979 of the Companies Act at that time are delivered to issued and implemented and that the relevant holders of shares in Target and otherwise comply with all of the applicable provisions of the Companies Act to enable it to exercise its Squeeze-Out Rights; (viii) shall not take any action, and procure that none of its Affiliates nor any person acting in concert with the Borrower or Bidco (within the meaning of the Takeover Code) takes any action, which would require the Borrower or any of its Subsidiaries to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code or which would require a change to be made to the terms of the Scheme or the Offer (as the case may be), including pursuant to Rule 6 or Rule 11 of the Takeover Code which change, if made voluntarily, would be a Materially Adverse Amendment; (ix) not at any time (including following the Offer Unconditional Date or Scheme Effective Date) make any public announcement or public statement (other than in the relevant Press Release or Acquisition Document) concerning this Agreement or the parties to this Agreement (other than the Borrower and its Subsidiaries) in connection with the financing of the Target Acquisition without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) or unless required to do so by the Takeover Code or the Panel, the Court, any regulation, any applicable stock exchange, any applicable governmental or other regulatory authority; (x) in the case of an Offer, not declare the Offer unconditional unless the Minimum Acceptance Level is achieved; (xi) subject always to the Companies Act and any applicable listing rules, in the case of a Scheme, within 30 days after the Scheme Effective Date and, in the case of an Offer, within 30 days after the date upon which the Borrower (directly or indirectly) owns Target Shares (excluding any shares held in treasury) which represent not less than 75% of all Target Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to apply for the cancellation of trading in the Target Shares on the Main Market of the London Stock Exchange and the listing of the Target Shares on the official list maintained by the Financial Conduct Authority pursuant to Part 6 of the Financial Services and Markets Xxx 0000 and to cause the Target to reregister as a private company under the Companies Act as soon as reasonably practicable thereafter; and (b) Except as consented to by the Administrative Agent in writing (such consent not to be unreasonably withheld, conditioned or delayed), each of the Borrower and Bidco hereby covenants and agrees that it will not amend, treat as satisfied or waive (i) any term or condition of the Scheme Documents or, as the case may be, the Offer Documents (including, without limitation, the Acceptance Condition), other than any such amendment, treatment or waiver which is not a Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding as an Offer, the Acceptance Condition if the effect of such amendment, treatment or waiver would be that the Acceptance Condition would be capable of being satisfied at a level less than the Minimum Acceptance Levelare complied with.