Common use of SWITCHING TO AN OFFER Clause in Contracts

SWITCHING TO AN OFFER. 9.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoing, and subject to the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction by way of an Offer rather than the Scheme (prior to any termination of this Agreement), if: (a) Avast provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstances. 9.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast and NortonLifeLock or required by the Panel: (a) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 75 per cent. of the Avast Shares to which the Offer relates, or such other lesser percentage as may be agreed in writing between Avast and NortonLifeLock after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Avast Shares to which the Offer relates; (b) NortonLifeLock shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case by reason of the non-fulfilment of the Acceptance Condition before the 60th day after publication of the Offer Document and NortonLifeLock shall ensure that the Offer remains open until at least such time; (c) NortonLifeLock shall ensure that the only conditions to the Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition; (d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock shall keep Avast informed, on a regular and confidential basis and in any event by the next Business Day following a request from Avast, of the number of Avast Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms; (g) the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Offer or its implementation mutatis mutandis; and (h) NortonLifeLock shall: (i) prepare the Offer Document and shall consult with Avast in relation to it; (ii) submit drafts and revised drafts of the Offer Document to Avast for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offer.

SWITCHING TO AN OFFER. 9.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoing, and subject 5.1 Subject to the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction Acquisition by way of an Offer rather than the Scheme (prior to any termination of this Agreement), a “Switch”) only if: (a) Avast ADVANZ PHARMA provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 5.2 shall apply; (b) without prejudice the ADVANZ PHARMA Independent Directors withdraw or modify their Recommendation of (or their intention to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occursgive the Recommendation); (c) without prejudice the Scheme Document has not been sent to Clause 9.1(b), any ADVANZ PHARMA Shareholders within 45 days of the circumstances Announcement having been made; (d) the Court Meeting is not held on or before the twenty second day after the expected date set out in Note 2 the Scheme Document or ADVANZ PHARMA announces that it no longer intends to hold such meetings on Section 8 or before the twenty second day after the expected date of Appendix 7 such meetings; (e) the Court Hearing is not held on or before the twenty second day after the expected date of such hearing as set out in the Takeover Code applies with respect Scheme Document or ADVANZ PHARMA announces that it no longer intends to hold the TransactionCourt Hearing on or before twenty second day after the expected date of such hearing; or (df) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of AvastADVANZ PHARMA and the ADVANZ PHARMA Independent Directors recommend that ADVANZ PHARMA Shareholders accept such offer (or, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior if it is to electing to implement the Acquisition be implemented by way of an Offer a members scheme of arrangement pursuant to Article 125 of the Jersey Companies Law, vote in favour of such circumstancesscheme). 9.2 5.2 In the event of a Switch, ADVANZ PHARMA shall withdraw the Scheme and all provisions of Clause 3 of this Agreement relating to co-operation by the Parties regarding the Regulatory Conditions shall apply to the Offer or its implementation mutatis mutandis. 5.3 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast ADVANZ PHARMA and NortonLifeLock Bidco or required by the Panel: (a) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 75 per cent. of the Avast ADVANZ PHARMA Shares to which the Offer relates, or, where any of the circumstances set out in Note 2 of Section 8 of Appendix 7 of the Takeover Code applies and at the option of Bidco, 90 per cent. of the ADVANZ PHARMA Shares to which the Offer relates (or such other lesser percentage as may be agreed in writing between Avast ADVANZ PHARMA and NortonLifeLock Bidco after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Avast ADVANZ PHARMA Shares to which the Offer relates); (b) NortonLifeLock Bidco shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, withdrawn in each case by reason of the for non-fulfilment of the Acceptance Condition before the 60th day after publication of the Offer Document and NortonLifeLock Bidco shall ensure that the Offer remains open until at least such timetime or until the Acceptance Condition is satisfied, if earlier; (c) NortonLifeLock Bidco shall ensure that the only conditions to the Offer shall be the Conditions, subject to replacing the Scheme Conditions Condition with the Acceptance Condition; (d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock Bidco shall keep Avast ADVANZ PHARMA informed, on a regular and confidential basis and in any event by the next Business Day following a request from AvastADVANZ PHARMA, of the number of Avast ADVANZ PHARMA Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal formsforms and the identity of such shareholders; (ge) the parties Parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Offer or its implementation mutatis mutandis; and (hf) NortonLifeLock Bidco shall: (i) prepare the Offer Document and shall consult with Avast in relation to it; (ii) submit drafts and revised drafts of the Offer Document to Avast ADVANZ PHARMA for review and comment and shall take into account any reasonable comments from Avast;ADVANZ PHARMA; and (iiiii) seek to obtain AvastADVANZ PHARMA’s approval for any information relating to Avast the contents of the ADVANZ PHARMA Information in the Offer Document before it is posted or published and afford Avast ADVANZ PHARMA sufficient time to consider such information documents in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offerapproval.

SWITCHING TO AN OFFER. 9.1 7.1 The parties currently intend that the Transaction Merger will be implemented by way of the Scheme. Notwithstanding the foregoingBPC shall be entitled, and subject to with the consent of the PanelPanel (if required), NortonLifeLock and/or Bidco may to elect at any time to implement the Transaction Merger by way of an Offer the Offer, rather than the Scheme (prior to any termination of this Agreement), a Switch) only if: (a) Avast CERP provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transactionconsent; or (db) a third party announces a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) for all of the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstancesCERP; or (c) a CERP Board Adverse Recommendation Change occurs. 9.2 7.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast and NortonLifeLock with CERP or required by the Panel, the parties agree: (a) the acceptance condition to the Offer (the “Acceptance Condition”) Condition shall be set at 75 per cent. cent of the Avast CERP Shares to which the Offer relates, relates (or such other lesser percentage as may be agreed between the parties in writing between Avast and NortonLifeLock after, after (to the extent necessary, ) consultation with the Panel, being in any case more than 50 per cent. cent of the Avast Shares to which the Offer relatesCERP Shares); (b) NortonLifeLock BPC shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case by reason of the for non-fulfilment of the Acceptance Condition before Condition, prior to the 60th day after publication of the Offer Document (or such later date as may be the last date for the Offer to be declared unconditional as to acceptances under Rule 31.6 of the Code (Day 60)) and NortonLifeLock BPC shall ensure that the Offer remains open for acceptances until at least such time; (c) NortonLifeLock BPC shall not, without the prior consent of CERP, declare the Offer unconditional as to acceptances prior to Day 60, unless all of the remaining Conditions either: (i) have been satisfied or waived (if capable of waiver); or (ii) are reasonably expected to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.7 of the Code; (d) BPC shall ensure that the Offer is made on the same terms as those set out in the Press Announcement and the only conditions to of the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Conditions with the Acceptance Condition; (d) where a material official authorisation Condition referred to in Clause 7.2(a)), unless the parties agree otherwise in writing or regulatory clearance remains outstanding, NortonLifeLock with any modification or amendments to such terms and Avast shall ensure that appropriate steps are taken to suspend Conditions as may be required by the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension);Panel; and (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock BPC shall keep Avast CERP informed, on a regular and confidential basis and in any event by the next Business Day following a request from Avastbasis, of the number of Avast Shareholders holders of CERP Shares that have validly returned accepted the Offer or withdrawn their acceptance of the Offer, or incorrectly submitted their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms;withdrawal, the identity of such shareholders and the number of CERP Shares held by such shareholders. (g) 7.3 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer or Document and its implementation mutatis mutandis; and, save as set out in this Clause 5. 7.4 BPC hereby represents that it is not, at the date of this Agreement, and undertakes that (hfor so long as the Agreement is in force) NortonLifeLock shall: (i) prepare it shall not become, following the Offer Document and shall consult with Avast in relation date of this Agreement, required to it; (ii) submit drafts and revised drafts make a mandatory offer for CERP under Rule 9 of the Offer Document to Avast for review Code, unless Clause 7.1(b) applies. 8 CERP employee arrangements and comment share plans The parties agree that the provisions of Schedule 1 (CERP Employee Arrangements and shall take into account any reasonable comments from Avast; (iiiShare Plans) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply certain employee-related matters shall be implemented in accordance with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offerthat Schedule.

SWITCHING TO AN OFFER. 9.1 5.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoingBidco shall be entitled, and subject to with the consent of the PanelPanel (if required), NortonLifeLock and/or Bidco may to elect at any time to implement the Transaction by way of an Offer the Offer, rather than the Scheme (prior to any termination of this Agreement), a “Switch”) only if: (a) Avast 5.1.1 Tungsten provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transactionconsent; or (d) 5.1.2 a third party announces a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) for all or part of the entire issued issued, and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstancesTungsten; or 5.1.3 a Tungsten Board Adverse Recommendation Change occurs. 9.2 5.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast and NortonLifeLock with Tungsten or required by the Panel, the parties agree: (a) 5.2.1 the acceptance condition to the Offer (the “Acceptance Condition”) Condition shall be set at 75 per cent. of the Avast Tungsten Shares to which the Offer relates, relates (or such other lesser percentage as may be agreed between the parties in writing between Avast and NortonLifeLock after, after (to the extent necessary, ) consultation with the Panel, being in any case more than 50 per cent. of the Avast Tungsten Shares to which the Offer relates); (b) NortonLifeLock 5.2.2 Bidco shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not prior to proceed, to lapse or to be withdrawn, in each case by reason of the non-fulfilment of the Acceptance Condition before midnight on the 60th day after publication of the Offer Document and NortonLifeLock (“Day 60”) serve an acceptance condition invocation notice under Rule 31.6 of the Code; 5.2.3 Bidco shall ensure that the Offer remains open until at least such time; (c) NortonLifeLock shall ensure that is made on the same terms as those set out in the Press Announcement and the only conditions to of the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Conditions with the Acceptance Condition;Condition referred to in Clause 5.2.1), unless the parties agree otherwise in writing or with any modification or amendments to such terms and Conditions as may be required by the Panel; and (d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock 5.2.4 Bidco shall keep Avast Tungsten informed, on a regular and confidential basis and in any event by the next Business Day following a request from Avastbasis, of the number of Avast Shareholders holders of Tungsten Shares that have validly returned accepted the Offer or withdrawn their acceptance of the Offer, or incorrectly submitted their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms;withdrawal, the identity of such shareholders and the number of Tungsten Shares held by such shareholders. (g) 5.3 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer or Document and its implementation mutatis mutandis; and, save as set out in this Clause 5. 5.4 Bidco hereby represents that it is not, at the date of this Agreement, and undertakes that (hfor so long as the Agreement is in force) NortonLifeLock shall: (i) prepare it shall not become, following the Offer Document and shall consult with Avast in relation date of this Agreement, required to it; (ii) submit drafts and revised drafts make a mandatory offer for Tungsten under Rule 9 of the Offer Document to Avast for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation ChangeCode, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offerunless Clause 5.1.2 applies.

SWITCHING TO AN OFFER. 9.1 7.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoingHowever, and subject to Bidco shall be entitled, with the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction by way of an Offer rather than the Scheme (prior to any termination of this Agreementsuch election being a Switch), if: (a) Avast provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstances. 9.2 7.2 In the event of an Agreed a Switch, unless otherwise agreed in writing between Avast Bidco and NortonLifeLock Menzies or required by the Panel: (a) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 75 per cent. of the Avast Shares to which the Offer relates, or such other lesser percentage as may be agreed in writing between Avast and NortonLifeLock after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Avast Shares to which the Offer relates; (b) NortonLifeLock Bidco shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, withdrawn in each case by reason of the for non-fulfilment of the Acceptance Condition before prior to the 60th sixtieth (60th) day after publication of the Offer Document (or such later date if the final deadline for acceptances is extended by the Panel in accordance with Rule 31.3 of the Code and NortonLifeLock the Notes on Rule 31.3 of the Code) and Bidco shall ensure that the Offer remains open for acceptances until at least such time; (cb) NortonLifeLock Bidco shall ensure that that, subject to the terms of this Agreement, the only conditions to of the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Conditions with an Acceptance Condition which complies with the Acceptance Conditionrequirements of the Code and any other modifications or amendments to such terms and conditions as may be agreed between the parties in writing, required by the Panel or which are necessary as a result of the Switch) and that the Offer is made on terms that are no less favourable to Menzies Shareholders than those set out in the 2.7 Announcement; (dc) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock Bidco shall keep Avast Menzies informed, on a regular and confidential basis and in any event by the next Business Day reasonably promptly following receipt of a written request from AvastMenzies, of the number of Avast Shareholders holders of Menzies Ordinary Shares that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance or withdrawal forms;forms and the identity of such shareholders and the number of Menzies Shares to which such forms relate; and (gd) the parties agree that that: (i) all provisions of this Agreement shall continue to apply save as set out in this clause 7.2; and (ii) all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer or Document and its implementation mutatis mutandis; and, save as set out in this clause 7. (h) NortonLifeLock 7.3 In the event of a Switch, Bidco shall: (ia) prepare set the Acceptance Condition at not more than 75% of the issued ordinary share capital of Menzies to which the Offer Document and shall consult relates, save with Avast in relation to itthe prior approval of Menzies or with the consent of the Panel; (iib) submit submit, or procure the submission of drafts and revised drafts of the Offer Document to Avast Menzies for review and comment and shall take into account any reasonable comments from Avast;Menzies for the purposes of preparing revised drafts; and (iiic) seek obtain Menzies’ approval (such approval not to obtain Avast’s approval be unreasonably withheld, conditioned or delayed) for any the contents of the information relating to Avast on the Menzies Group contained in the Offer Document before it is posted or published and afford Avast Menzies sufficient time to consider such information documents in order to give its approval (without prejudice but only to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) the extent that any Switch has been made with the SEC with respect to such prior written agreement of Menzies. If Menzies does not approve the information in the Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offer.Document within twenty-eight

SWITCHING TO AN OFFER. 9.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoing, and subject 5.1 Subject to the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction by way of an Offer rather than the Scheme (prior to any termination of this Agreement), ifonly where: (a) Avast Network provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall apply;); or (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board a Network Adverse Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstances. 9.2 5.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast Network and NortonLifeLock Bidco or required by the Panel: (a) Bidco undertakes that the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 75 not more than 90 per cent. of the Avast Network Shares to which the Offer relates, relates (or such other lesser percentage percentage, being more than 50 per cent., as may be agreed between the parties in writing between Avast and NortonLifeLock after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Avast Shares to which the Offer relates); (b) NortonLifeLock Bidco will discuss and agree any material announcements relating to the Transaction and any material proposed changes to the timetable in relation to the implementation of the Transaction with Network in a timely manner for inclusion in the firm intention announcement in relation to the Offer and the Offer Document; (c) Bidco shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Noticeincluding the publication of an ACIN) which would cause the Offer not to proceed, to lapse or to be withdrawn, withdrawn in each case by reason of the for non-fulfilment of the Acceptance Condition before prior to the 60th day after publication of the Offer Document Unconditional Date and NortonLifeLock Bidco shall ensure that the Offer remains open until at least such time; (cd) NortonLifeLock Bidco undertakes that if one or more Regulatory Conditions has not been satisfied or waived on or before the fifth Business Day before Day 39, it shall, if so requested by Network, request (on a joint basis with Network) that the Panel suspends the timetable of the Offer in accordance with Rule 31.4(a)(i) of the Code; (e) Bidco shall ensure that the Offer is made on the same terms as those set out in the Announcement and the only conditions to the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Conditions set out in paragraph 2 of Part A of Appendix I to the Announcement with the Acceptance Condition; (d) where a material official authorisation Condition referred to in clause 5.2(a)), unless the parties agree otherwise in writing or regulatory clearance remains outstanding, NortonLifeLock with any modification or amendments to such terms and Avast shall ensure that appropriate steps are taken to suspend the offer timetable Conditions as may be required by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant or which are necessary to Rule 31.4(a)(i) reflect the change in method of effecting the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditionalTransaction; (f) NortonLifeLock Bidco shall keep Avast Network informed, on a regular and confidential basis and in any event by the next Business Day following a request from Avast, Network of the number of Avast Network Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal formsforms and the identity of such shareholders; (g) the parties agree that all provisions of this Agreement agreement relating to the Scheme and its implementation shall apply to the Offer or its implementation mutatis mutandis; and (h) NortonLifeLock Bidco shall: (i) prepare the Offer Document and shall consult with Avast in relation to it; (ii) submit drafts and revised drafts of the Offer Document to Avast Network for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunderNetwork; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offer.

SWITCHING TO AN OFFER. 9.1 The parties 5.1 Tencent Bidco and Sumo currently intend that the Transaction Acquisition will be implemented by way of the Scheme. Notwithstanding the foregoingHowever, and subject to Tencent Bidco may elect at any time, with the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction Acquisition by way of an the Offer rather than the Scheme (prior to any termination of this Agreement), such election being a Switch) if: (a) Avast Sumo provides its prior written consent (an “Agreed Switch”) such consent not to be unreasonably delayed, conditioned or withheld), in which case Clause 9.2 subclause 5.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) a third party announces a Competing Proposal which is a firm intention to make an offer for (whether or not subject to the entire issued and satisfaction or waiver of any pre-conditions); or (c) the Sumo Board: (i) does not include the Sumo Board Recommendation in the Scheme Document; (ii) withdraws, qualifies or adversely modifies the Sumo Board Recommendation before the Court Meeting or the Sumo General Meeting; or (iii) before publication of the Scheme Document, withdraws, qualifies or adversely modifies its intention to be issued share capital of Avastgive the Sumo Board Recommendation in any document, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior including making any public statement to electing to implement the Acquisition by way of an Offer in such circumstanceseffect. 9.2 5.2 In the event of a Switch pursuant to clause 5.1(a), except to the extent that an Agreed SwitchAdverse Event has occurred (in which case the remainder of this clause 5.2 shall cease to apply), unless otherwise agreed in writing between Avast Sumo and NortonLifeLock Tencent Bidco or required by the Panel: (a) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at no more than that number of Sumo Shares carrying in aggregate more than 75 per cent. of the Avast Shares to which the Offer relates, voting rights ordinarily exercisable at a general meeting (or such other lesser percentage as may be agreed in writing between Avast Sumo and NortonLifeLock Tencent Bidco after, to the extent necessary, consultation with the Panel, being in any case Sumo Shares carrying in aggregate more than 50 per cent. of the Avast Shares to which the Offer relatesvoting rights ordinarily exercisable at a general meeting); (b) NortonLifeLock Tencent and Tencent Bidco shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause with the intention of causing the Offer not to proceed, to lapse or to be withdrawn, in each case by reason of the for non-fulfilment of the Acceptance Condition Condition, before the 60th day after publication of the Offer Document (or such (a) earlier date as Tencent Bidco may specify in an Acceleration Statement (unless such statement has been withdrawn and NortonLifeLock subject to clause 5.2(c)), or (b) later date if the final deadline for acceptances is extended by the Panel in accordance with Rule 31.3 of the Code and the Notes on Rule 31.3 of the Code) and Tencent Bidco shall ensure that the Offer remains open for acceptances until at least such time; (c) NortonLifeLock Tencent Bidco shall not make an Acceleration Statement or an ACIN without the prior written consent of Sumo; (d) Tencent Bidco undertakes that: (i) if one or more Regulatory Conditions has not been satisfied or waived on or before the fifth Business Day before Day 39, it shall, if so requested by Sumo, request (on a joint basis with Sumo) that the Panel suspends the timetable of the Offer in accordance with Rule 31.4(a)(i) of the Code; and (ii) it shall not at any time, without the consent of Sumo, request that the Panel suspends the timetable of the Offer in accordance with Rule 31.4(a)(ii) of the Code; (e) Tencent Bidco shall ensure that the only conditions to the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Conditions Sanction Condition and Shareholder Approval Condition with the Acceptance Condition; (d) where a material official authorisation , unless Tencent Bidco and Sumo agree otherwise in writing or regulatory clearance remains outstanding, NortonLifeLock with any modifications or amendments to terms and Avast shall ensure that appropriate steps are taken to suspend the offer timetable Conditions which may be required by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect or which are necessary as a result of such a suspensionSwitch); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock Tencent Bidco shall keep Avast Sumo informed, on a regular and confidential basis and in any event by the next Business Day reasonably promptly following a written request from AvastSumo, of the number of Avast Sumo Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of Sumo Shares to which such forms relate; (g) Tencent Bidco shall: (i) prepare the parties Offer Document; and (ii) seek to obtain Sumo’s approval for the contents of the Sumo Information in the Offer Document before it is posted or published and shall seek to afford Sumo reasonable time to consider the inclusion of such information in order to give its approval, provided that if Sumo does not approve the information in the Offer Document within 28 days from the date of the Switch, Bidco shall be entitled to publish the Offer Document (but in those circumstances the Offer Document shall not include a statement to the effect the Sumo Directors take responsibility for any of the information therein); and (h) the Parties agree that that, save as set out in this Agreement, all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Offer or and its implementation mutatis mutandis; and (h) NortonLifeLock shall: (i) prepare the Offer Document and shall consult with Avast in relation to it; (ii) submit drafts and revised drafts of the Offer Document to Avast for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) mutandis with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long minimum amendment as is necessary reasonably required to consummate account for the Offerdifferent implementation method.

SWITCHING TO AN OFFER. 9.1 The parties currently intend that the Transaction will 10.1 Fnac shall be implemented by way of the Scheme. Notwithstanding the foregoingentitled, and subject to with the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction Acquisition by way of an the Offer rather than the Scheme (prior to any termination of this Agreement), ifsuch an election a “Switch”) in the following circumstances: (a) Avast Darty provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall apply;); or (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs;the Darty Directors withdraw their recommendation of the Acquisition; or (c) without prejudice (i) the Scheme Document has not been posted to Clause 9.1(b), any Darty Shareholders; and (ii) 30 days or more have elapsed since the satisfaction or waiver of the circumstances set out last in Note 2 on Section 8 of Appendix 7 time of the Takeover Code applies with respect to the TransactionPre Conditions; or (d) a third party announces a firm Fnac has the right to terminate this Agreement under Clause 11 of this Agreement; or (e) Darty is in material breach of any term of this Agreement, provided that: (i) Fnac shall first have notified Darty in writing of such breach and of its intention to make an offer for effect a Switch; and (ii) such breach remains unremedied following the entire issued and to be issued share capital expiry of Avast, provided, that NortonLifeLock and/or Bidco shall consult ten Business Days from the date of receipt of such written notification (such date being construed in accordance with Avast prior to electing to implement the Acquisition by way Clause 14.4 of an Offer in such circumstancesthis Agreement). 9.2 10.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast and NortonLifeLock a Switch pursuant to Clause 10.1(a) or required by the Panel:(b): (a) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 75 90 per cent. of the Avast Shares to which the Offer relates, cent (or such other lesser percentage as may be agreed in writing between Avast and NortonLifeLock the Parties after, to the extent necessary, consultation with the Panel, being in any case more than 50 fifty per cent. cent of Darty Shares) of the Avast Darty Shares to which the Offer relates; (b) NortonLifeLock Fnac shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, withdrawn in each case by reason of the for non-fulfilment of the Acceptance Condition before prior to the 60th day after publication of the Offer Document and NortonLifeLock Fnac shall ensure that the Offer remains open for acceptances until at least such time; (c) NortonLifeLock Fnac shall ensure that the only pre-conditions to the Offer shall be the Pre- Conditions and the only conditions to the Offer shall be the Conditions, subject to replacing Conditions (unless the Scheme Conditions with the Acceptance Conditionparties agree otherwise); (d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock Fnac shall keep Avast Darty informed, on a regular and confidential basis and in any event by the next Business Day following a request from Avast, Darty of the number of Avast Darty Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance or withdrawal forms;forms and the identity of such Darty Shareholders; and (ge) as soon as reasonably practicable following such event or circumstance, provide reasonable details of the event which has occurred or circumstance which has arisen which Fnac considers is sufficiently material for the Panel to permit Fnac to invoke any of the Conditions. 10.3 In the event of any Switch, the parties agree that that: (a) this Agreement shall be construed as far as possible to give effect to the intentions of the parties under this Agreement; and (b) all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Offer or its implementation mutatis mutandis; and (h) NortonLifeLock shall: (i) prepare the Offer Document and shall consult with Avast in relation to it; (ii) submit drafts and revised drafts of the Offer Document to Avast for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offer.

SWITCHING TO AN OFFER. 9.1 6.1 The parties currently intend that the Transaction Acquisition will be implemented by way of the Scheme. Notwithstanding the foregoingHowever, and subject to Bidco shall be entitled, with the consent of the PanelPanel (if required), NortonLifeLock and/or Bidco may elect to implement the Transaction Acquisition by way of an Offer rather than the Scheme (prior to any termination of this Agreement), such election being a “Switch”) only if: (a) Avast Target provides its prior written consent (an “Agreed Switch”) ), in which case Clause 9.2 clause 6.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (db) a third party announces a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) for all or part of the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstancesTarget; or (c) a Target Board Adverse Recommendation Change occurs. 9.2 6.2 In the event of an any Agreed Switch, unless otherwise agreed in writing between Avast Bidco and NortonLifeLock Target or required by the Panel: (a) the acceptance condition to the Offer (the “Acceptance Condition”) Condition shall be set at 75 90 per cent. of the Avast Target Shares to which the Offer relates, relates (or such other lesser percentage as may be agreed between the Parties in writing between Avast and NortonLifeLock writing) after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. cent of the Avast Shares to which the Offer relatesTarget Shares; (b) NortonLifeLock Bidco shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, withdrawn in each case by reason of the for non-fulfilment of the Acceptance Condition before prior to midnight on the 60th day after publication of the Offer Document (or such later date as may be the last date for the Offer to become or be declared unconditional under Rule 31.3 of the Code), including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 of the Code or specifying in the Offer Document an unconditional date which is earlier than the 60th day after publication of the Offer Document, and NortonLifeLock Bidco shall ensure that the Offer remains open for acceptances until at least such time; (c) NortonLifeLock Bidco shall not, without the prior written consent of Target, make (or otherwise be treated by the Panel as having made) any acceleration statement (as defined in the Code) unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement (as defined in the Code) contains no right for Bidco to set the statement aside (except with the prior written consent of Target and/or in the circumstances envisaged by Note 2 or 3 to Rule 31.5 of the Code); and (iii) Bidco undertakes to Target not to take any action or step otherwise to set the acceleration statement aside; (d) if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Code, Bidco shall, before the 30th day after the publication of the Offer Document (or such later day as Target may agree), consult with Target and the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Code (or, if applicable, further suspended or extended) and, if required by Target, shall request such suspension or extension to a date agreed with Target and the Panel, provided always that such extended date (as, if applicable, it may be further extended) shall be no later than the Long Stop Date; (e) Bidco shall ensure that the only conditions to of the Offer shall be the Conditions, subject Conditions of Appendix I to replacing the Announcement (excluding the Scheme Conditions with but including the Acceptance Condition; (d) where a material official authorisation and any other modifications or regulatory clearance remains outstanding, NortonLifeLock amendments to such terms and Avast shall ensure that appropriate steps are taken to suspend the offer timetable conditions as may be required by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) or which are necessary as a result of the Takeover Code in respect of such a suspension); (eAgreed Switch) if and to the extent that the Long Stop Date ceases Offer is made on terms that are no less favourable to apply, NortonLifeLock shall, Target Shareholders than those set out in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditionalAnnouncement; (f) NortonLifeLock Bidco shall keep Avast Target informed, on a regular and confidential basis and in any event by the next no later than two Business Day Days following receipt of a written request from AvastTarget, of the number of Avast Shareholders holders of Target Shares that have validly returned accepted the Offer or withdrawn their acceptance or withdrawal forms of the Offer or incorrectly completed submitted their withdrawal or acceptance or withdrawal forms;and the identity and the number of Target Shares held by such shareholders; and (g) the parties Parties agree that that: (i) all provisions of this Agreement shall continue to apply save as set out in this clause 6.2; and (ii) all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer or Document and its implementation mutatis mutandis; and, save as set out in this clause 6. (h) NortonLifeLock 6.3 In the event of an Agreed Switch, Bidco shall: (ia) prepare submit, or procure the Offer Document and shall consult with Avast in relation to it; (ii) submit submission of drafts and revised drafts of the Offer Document to Avast Target for review and comment and shall take into account any reasonable comments from Avast;Target for the purposes of preparing revised drafts; and (iiib) seek to obtain AvastTarget’s approval for any the contents of the information relating to Avast on the Target Group contained in the Offer Document for which Target or the Target Directors are taking responsibility before it is posted or published and afford Avast Target sufficient time to consider such information documents in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned); (iv) make all necessary filings (, provided that, if any) with Target does not approve the SEC with respect to such information in the Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments Document within 28 days from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary date of the Agreed Switch, Bidco shall be entitled to consummate publish the OfferOffer Document.

SWITCHING TO AN OFFER. 9.1 6.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoing, and subject to the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction by way of an Offer rather than the Scheme (prior to any termination of this Agreement), if: (a) Avast provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an the Scheme. However, Avnet may (with the approval of the Panel) elect to implement the Acquisition by way of the Offer in rather than the Scheme (such circumstanceselection being a Switch). 9.2 6.2 In the event of an Agreed Switcha Switch pursuant to Clause 6.1, unless otherwise agreed in writing between Avast and NortonLifeLock or required by the Panel: (a) the acceptance condition to the Offer (the “Acceptance Condition”) Condition shall be set at 75 per cent. of ., where the Avast Shares Premier Farnell directors consent to which the Offer relatesa switch from a Scheme to an Offer, or 90 per cent., where there is no such other consent (or such lesser percentage as Avnet may be agreed in writing between Avast and NortonLifeLock elect after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. .) in nominal value and of the Avast voting rights of the Premier Farnell Shares to which the Offer relates;. 6.3 If Avnet exercises its right to implement the Acquisition by way of the Offer: (ba) NortonLifeLock Avnet shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) actions which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case by reason of the for non-fulfilment of the Acceptance Condition Condition, before the 60th day 20th Business Day after publication of the Offer Document Document, and NortonLifeLock Avnet shall ensure that the Offer remains open for acceptances until at least such time; (cb) NortonLifeLock Avnet shall ensure that the only conditions to Offer is made on the Offer shall be same terms as those set out in the ConditionsAnnouncement, subject to replacing the Scheme Conditions with the Acceptance ConditionCondition and subject to any other modification or amendment to such terms and conditions as agreed between the parties and the Panel or which is necessary as a result of the Switch; (c) Avnet shall prepare the Offer Document and shall consult reasonably with Premier Farnell in relation to such preparation. Avnet agrees to allow Premier Farnell reasonable opportunity to consider the draft Offer Document for review and comment and, to consider comments reasonably and promptly proposed by Premier Farnell in good faith; (d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock shall keep Avast informed, on a regular and confidential basis and in any event by the next Business Day following a request from Avast, of the number of Avast Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms; (g) the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Offer or and its implementation mutatis mutandis; and (he) NortonLifeLock shall: (i) prepare the Offer Document Avnet shall keep Premier Farnell informed, on a confidential and shall consult with Avast in relation to it; (ii) submit drafts and revised drafts reasonably frequent basis following a written request from Premier Farnell, of the Offer Document to Avast for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in number of holders of Premier Farnell Shares that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance forms, the Offer Document before it is posted or published and afford Avast sufficient time to consider identity of such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act shareholders and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause number of Premier Farnell Shares to which such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offerforms relate.

SWITCHING TO AN OFFER. 9.1 7.1 The parties Parties currently intend that the Transaction Acquisition will be implemented by way of the Scheme. Notwithstanding the foregoingHowever, and subject to SWM shall be entitled, with the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction Acquisition by way of an Offer rather than the Scheme (prior to any termination of this Agreement), such election being a “Switch”) only if: (a) Avast Scapa provides its prior written consent (an “Agreed Switch”) ), in which case Clause 9.2 clause 7.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occursa third party announces a Competing Proposal; (c) without prejudice to Clause 9.1(b)any person, together with any person acting in concert with it, acquires an interest in the ordinary share capital of Scapa carrying over 20% of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect voting rights attaching to the Transaction; orentire issued share capital of Scapa; (d) any person announces a third party announces potential or possible transaction under Rule 2.4 or otherwise that SWM acting reasonably, considers will result in an announcement of a firm intention to make an offer for falling within limb (a) of the entire issued and to be issued share capital definition of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstancesCompeting Proposal; or (e) a Scapa Board Adverse Recommendation Change occurs. 9.2 7.2 In the event of an any Agreed Switch, unless otherwise agreed in writing between Avast SWM, SWM Bidco and NortonLifeLock Scapa or required by the Panel: (a) the acceptance condition to the Offer (the “Acceptance Condition”) neither SWM nor SWM Bidco shall be set at 75 per cent. of the Avast Shares to which the Offer relates, or such other lesser percentage as may be agreed in writing between Avast and NortonLifeLock after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Avast Shares to which the Offer relates; (b) NortonLifeLock shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, withdrawn in each case by reason of the for non-fulfilment of the Acceptance Condition before prior to the 60th sixtieth (60th) day after publication of the Offer Document (“Day 60”) (or such later date if the final deadline for acceptances is extended by the Panel in accordance with Rule 31.6 of the Code and NortonLifeLock the Notes on Rule 31.6 of the Code) and SWM and SWM Bidco shall ensure that the Offer remains open for acceptances until at least such time; (cb) NortonLifeLock SWM and SWM Bidco shall ensure that the only conditions to of the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Condition set out in paragraph 2 of Part A (Conditions and Further Terms of the Acquisition) of Appendix 1 to the Announcement with the Acceptance ConditionCondition referred to in paragraph 2 of Part C (Implementation by way of an Offer) of Appendix 1 to the Announcement and any other modifications or amendments to such terms and conditions as may be required by the Panel or which are necessary as a result of the Agreed Switch) and that the Offer is made on terms that are no less favourable to Scapa Shareholders than those set out in the Announcement; (dc) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock SWM and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock SWM Bidco shall keep Avast Scapa informed, on a regular and confidential basis and in any event by the next Business Day reasonably promptly following receipt of a written request from AvastScapa, of the number of Avast Shareholders holders of Scapa Shares that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance or withdrawal forms;forms and the identity of such shareholders and the number of Scapa Shares to which such forms relate; and (gd) the parties Parties agree that that: (i) all provisions of this Agreement shall continue to apply save as set out in this clause 7.2; and (ii) all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer or Document and its implementation mutatis mutandis; and, save as set out in this clause 7. (h) NortonLifeLock 7.3 In the event of an Agreed Switch, SWM and SWM Bidco shall: (ia) prepare submit, or procure the Offer Document and shall consult with Avast in relation to it; (ii) submit submission of drafts and revised drafts of the Offer Document to Avast Scapa for review and comment and shall take into account any reasonable comments from Avast;Scapa for the purposes of preparing revised drafts; and (iiib) seek to obtain AvastScapa’s approval for any the contents of the information relating to Avast on the Scapa Group contained in the Offer Document before it is posted or published and afford Avast Scapa sufficient time to consider such information documents in order to give its approval approval. If Scapa does not approve the information in the Offer Document within twenty-eight (without prejudice 28) days from the date of the Agreed Switch, SWM Bidco shall be entitled to Avast’s ability publish the Offer Document. 7.4 Each of SWM and SWM Bidco hereby represents that it is not, at the date of this Agreement, and undertakes that it shall not become, following the date of this Agreement, unless an Agreed Switch occurs, required to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with a mandatory offer for Scapa under Rule 9 of the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the OfferCode.

SWITCHING TO AN OFFER. 9.1 6.1 The parties currently Parties intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoingHowever, and subject to Bidco shall be entitled, with the consent of the PanelPanel if required, NortonLifeLock and/or Bidco may elect to implement the Transaction by way of an the Offer rather than the Scheme (prior to any termination of this Agreement), such election being a "Switch") only if: (a) Avast Velocys provides its prior written consent (an “"Agreed Switch”) "), in which case Clause 9.2 (for so long as there has been no Madison Board Recommendation Change) clause 6.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) a third party announces a firm intention intention, pursuant to Rule 2.7 of the Code (whether or not subject to the satisfaction or waiver of any pre-conditions), to make an offer for all or part of the entire issued and to be issued ordinary share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement Velocys which is recommended in whole or in part by the Acquisition by way of an Offer in such circumstancesVelocys Board; or (c) a Velocys Adverse Recommendation Change occurs. 9.2 6.2 In the event of an any Agreed Switch, unless otherwise agreed in writing between Avast and NortonLifeLock with Velocys or required by the Panel: (a) the acceptance condition Bidco will: (i) consult with Velocys in a timely manner as to the Offer (form and content of any announcements relating to the “Acceptance Condition”) shall be set at 75 per cent. Agreed Switch and its implementation and any material proposed changes to the timetable in relation to the implementation of the Avast Shares to which the Offer relates, or such other lesser percentage as may be agreed in writing between Avast and NortonLifeLock after, to the extent necessary, consultation Agreed Switch with the Panel, being in any case more than 50 per cent. of the Avast Shares to which the Offer relatesVelocys; (bii) NortonLifeLock shall not take any action (includingprepare, if applicableas soon as reasonably practicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not Document and Form of Acceptance; (iii) consult in good faith with Velocys as to proceedthe timing of publication, to lapse or to be withdrawn, in each case by reason of the non-fulfilment of the Acceptance Condition before the 60th day after publication form and content of the Offer Document and NortonLifeLock shall ensure that the Offer remains open until at least such time; (c) NortonLifeLock shall ensure that the only conditions to the Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition; (d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) Form of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock shall keep Avast informed, on a regular and confidential basis and in any event by the next Business Day following a request from Avast, of the number of Avast Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms; (g) the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Offer or its implementation mutatis mutandisAcceptance; and (hiv) NortonLifeLock shall: (i) prepare the Offer Document and shall consult with Avast in relation to it; (ii) submit drafts and revised drafts seek Velocys's approval of the Offer Document to Avast for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any contents of the information relating to Avast on Velocys contained in the Offer Document before it the document is posted or published published, consider in good faith comments reasonably made by Velocys on the contents of the Offer Document, and afford Avast sufficient time provide Velocys a reasonable opportunity to consider such information the Offer Document in order to give its such approval and make any such comments (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offer.

SWITCHING TO AN OFFER. 9.1 6.1 The parties currently intend that the Transaction Acquisition will be implemented by way of the Scheme. Notwithstanding the foregoingHowever, and subject to Bidco shall be entitled, with the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction by way of an Offer rather than the Scheme Panel (prior to any termination of this Agreementif required), if: (a) Avast provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall apply; (b) without prejudice to elect at any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing time to implement the Acquisition by way of an Offer Offer, rather than a Scheme (such election being a “Switch”) if: (A) EMIS provides its prior written consent; (B) a Competing Proposal is announced by any third party or any member of the EMIS Group (or an announcement in respect of a Competing Proposal is made by the Takeover Panel); (C) an EMIS Board Adverse Recommendation Changes occurs; (D) either: (i) the EMIS Court Meeting is not held on or before the 22nd day after the expected date of such circumstancesmeeting as set out in the Scheme Document (or such later date as may be agreed in writing between Bidco and EMIS with the consent of the Panel and the approval of the Court (if such approval is required)); or (ii) the EMIS General Meeting is not held on or before the 22nd day after the expected date of such meeting as set out in the Scheme Document (or such later date as may be agreed in writing between Bidco and EMIS with the consent of the Panel and the approval of the Court (if such approval is required)); or (i) any person (together with any person acting in concert with it) becomes interested in EMIS Shares equivalent to 15 per cent. or more of the entire issued share capital of EMIS and (ii) Bidco has not received an irrevocable undertaking to vote in favour of the EMIS Resolutions relating to the Acquisition at the EMIS Court Meeting and the EMIS General Meeting from such person within three (3) Business Days of a request to provide such an undertaking from Bidco or EMIS (whichever is earlier). 9.2 6.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast Bidco and NortonLifeLock EMIS or required by the Panel, the parties agree that: (aA) the acceptance condition to the Offer (the “Acceptance Condition”) Condition shall be set at 75 90 per cent. of the Avast EMIS Shares to which the Offer relates, relates (or such other lesser percentage as may be agreed between EMIS and Bidco in writing between Avast and NortonLifeLock after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Avast Shares voting rights attaching to which the Offer relatesEMIS Shares); (bB) NortonLifeLock Bidco shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case by reason of the for non-fulfilment of the Acceptance Condition before Condition, prior to midnight on the 60th day after publication of the Offer Document (or such later date as is set in accordance with Rule 31.3 of the Code) ("Day 60"), including, without limitation, by publishing an acceptance condition invocation notice (as defined in Rule 31.6 of the Code) or specifying in the Offer Document an unconditional date which is earlier than Day 60, and NortonLifeLock Bidco shall ensure that the Offer remains open for acceptances until at least such time; (cC) NortonLifeLock Bidco shall not, without the prior written consent of EMIS, make any acceleration statement (as defined in the Code) unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement contains no right for Bidco to set the statement aside (except with the prior written consent of EMIS and/or in the circumstances envisaged by note 2 or 3 to Rule 31.5); and (iii) Bidco undertakes to EMIS not to take any action or step otherwise to set the acceleration statement aside; (D) if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.1 of the Code, Bidco shall, before the 30th day after the publication of the Offer Document (or such later day as EMIS may agree), consult with EMIS and the Panel as to whether the offer timetable should be suspended in accordance with Rule 31.4(a) of the Code or, if Day 39 has passed, Day 60 should be extended in accordance with Rule 31.3 of the Code (or, if applicable, further suspended or extended) and, if so, seek the consent of the Panel to such suspension or extension to a date agreed with EMIS and the Panel, provided always that such date shall not be later than the Long Stop Date; (E) Bidco shall ensure that that, subject to the terms of this Agreement, the Offer is made on the same terms as those set out in the Announcement and the only conditions to of the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Conditions Condition with the Acceptance Condition;Condition referred to in clause 6.2(A)) unless the parties agree otherwise in writing or with any modification or amendment to such terms and Conditions as may be required by the Panel; and (dF) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock Bidco shall keep Avast EMIS informed, on a regular and confidential basis basis, and in any event by the next event, within two Business Day Days following receipt of a written request from AvastEMIS, of the number of Avast EMIS Shareholders that have validly returned accepted or withdrawn their acceptance of the Offer, or incorrectly submitted their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms;withdrawal, the identity of such shareholders, and the number of EMIS Shares held by such shareholders. (g) 6.3 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer or Document and its implementation mutatis mutandis; and (h) NortonLifeLock shall: (i) prepare the Offer Document and shall consult with Avast , save as set out in relation to it; (ii) submit drafts and revised drafts of the Offer Document to Avast for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offerthis clause 6.

SWITCHING TO AN OFFER. 9.1 7.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoingAssetCo shall be entitled, and subject to with the consent of the PanelPanel (if required), NortonLifeLock and/or Bidco may to elect at any time to implement the Transaction by way of an Offer the Offer, rather than the Scheme (prior to any termination of this Agreement), only if: (a) Avast RMG provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall apply;consent; or (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast a RMG Board Adverse Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any occurs or is continuing after the completion of the circumstances set out in Note 2 on Section 8 RMG Return of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstancesCapital. 9.2 7.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast and NortonLifeLock or required by the Panel: (a) the acceptance condition to the Offer (the “Acceptance Condition”) Condition shall be set at not more than 75 per cent. cent of the Avast RMG Shares to which the Offer relates, relates (or such other lesser percentage as may be agreed between the parties in writing between Avast and NortonLifeLock after, after (to the extent necessary, ) consultation with the Panel, being in any case more than 50 per cent. cent of the Avast RMG Shares to which the Offer relates); (b) NortonLifeLock AssetCo will discuss any announcements relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch with RMG in a timely manner; (c) AssetCo shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, withdrawn in each case by reason of the for non-fulfilment of the Acceptance Condition before prior to the 60th day after publication of the Offer Document Unconditional Date and NortonLifeLock AssetCo shall ensure that the Offer remains open until at least such time; DocuSign Envelope ID: 9C732AF8-58A8-4193-8DB9-D48D97E69616 (d) AssetCo shall not make an ACIN or Acceleration Statement without the prior written consent of RMG; (ce) NortonLifeLock if at any time following the publication of the Offer Document the Specified Regulatory Condition is outstanding and it is reasonably expected that the Specified Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) by the second day prior to the Day 39 (such date being "Day 37"), AssetCo shall on or before Day 37 seek an extension from the Panel to Day 60 under Rule 31.4 of the Code, provided always that such date shall not be later than the Long Stop Date; (f) AssetCo shall ensure that that, subject to the terms of this Agreement, the Offer is made on the same terms as, or improved terms relative to, those set out in the Announcement and the only conditions to of the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Conditions with the Acceptance Condition;Condition referred to in clause 7.2(a)), unless the parties agree otherwise in writing or with any modification or amendments to such terms and Conditions as may be required by the Panel; and (dg) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock AssetCo shall: (i) submit drafts and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) revised drafts of the Takeover Code Offer Document to RMG for review and comment and shall take into account any reasonable comments from RMG; and (ii) seek RMG’s approval for the inclusion of any RMG Information in respect of the Offer Document before it is posted or published and afford RMG sufficient time to consider such a suspension);documents in order to give its approval; and (eh) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock AssetCo shall keep Avast RMG informed, on a regular and confidential basis (and in any event by the next Business Day following a request from Avast, RMG) and confidential basis of the number of Avast Shareholders holders of RMG Shares that have validly returned accepted the Offer or withdrawn their acceptance of the Offer, or incorrectly submitted their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms;withdrawal, the identity of such shareholders and the number of RMG Shares held by such shareholders. (g) 7.3 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer or Document and its implementation mutatis mutandis; and, save as set out in this clause 7. 7.4 AssetCo hereby represents that it is not, at the date of this Agreement, and undertakes that (hfor so long as the Agreement is in force) NortonLifeLock shall: (i) prepare it shall not become, following the Offer Document and shall consult with Avast in relation date of this Agreement, required to it; (ii) submit drafts and revised drafts make a mandatory offer for RMG under Rule 9 of the Offer Document to Avast for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the OfferCode.

SWITCHING TO AN OFFER. 9.1 7.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoingHowever, and subject to Cobham shall be entitled, with the consent of the PanelPanel (if required), NortonLifeLock and/or Bidco may to elect at any time to implement the Transaction by way of an Offer the Offer, rather than the Scheme (prior to any termination of this Agreement), Switch only if: (a) Avast 7.1.1 Ultra provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 shall applyconsent; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) 7.1.2 a third party announces a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) under Rule 2.7 of the Code for the entire issued issued, and to be issued issued, share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of Ultra; or 7.1.3 an Offer in such circumstancesUltra Board Adverse Recommendation Change occurs. 9.2 7.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast and NortonLifeLock with Ultra or required by the Panel: (a) , the acceptance condition to parties agree that the Offer (the “Acceptance Condition”) Condition shall be set at 75 per cent. of the Avast Ultra Shares to which the Offer relates, (or such other lesser percentage as may be agreed between the parties in writing between Avast and NortonLifeLock after, after (to the extent necessary, ) consultation with the Panel, being in any case more than 50 per cent. of the Avast voting rights attaching to the Ultra Shares to which the Offer relates). 7.3 In the event of an Agreed Switch, unless otherwise agreed with Ultra or required by the Panel, the parties agree that: 7.3.1 Cobham will consult with Ultra in a timely manner as to the form and content of any announcements (and the related form of acceptance) relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch; 7.3.2 Cobham shall prepare the Offer Document and shall consult reasonably with Ultra in relation thereto and shall allow Ultra a reasonable opportunity to consider the draft Offer Document for review and comment, and shall consider in good faith comments proposed by Ultra; 7.3.3 Cobham agrees to seek Ultra Ultra contained in the Offer Document before it is published, and to afford Ultra sufficient time to consider such document in order to give its approval of information for which Ultra or the Ultra Directors are taking responsibility (b) NortonLifeLock such approval not to be unreasonably withheld or delayed). Cobham shall only publish the Offer Document once the information in the Offer Document for which Ultra or the Ultra Directors are taking responsibility is in a form satisfactory to Cobham and Ultra (both acting reasonably), provided that if Ultra does not approve the Offer Document within 28 days from the date of the Agreed Switch, Cobham shall be entitled to publish the Offer Document containing only information required by Rule 24 of the Code and excluding such information as may be approved by the Panel; 7.3.4 Cobham shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case by reason of the for non-fulfilment of any Condition, prior to midnight on Day 60 (including, without limitation, by publishing any acceptance condition invocation notice under Rule 31.6 of the Acceptance Condition before the 60th day after publication of Code or specifying in the Offer Document an unconditional date which is earlier than Day 60) and NortonLifeLock Cobham shall ensure that the Offer remains open for acceptance until at least such time; 7.3.5 Cobham shall not, without the prior written consent of Ultra, make any acceleration statement (cas defined in the Code) NortonLifeLock unless: (i) all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver); (ii) the acceleration statement contains no right for Cobham to set the statement aside (except with Ultra consent); and (iii) Cobham undertakes to Ultra not to take any action or step otherwise to set the acceleration statement aside; 7.3.6 if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Regulatory Condition is not likely to be satisfied or waived (if capable or waiver) prior to the last date permitted under Rule 31.1 of the Code, Cobham shall, before the 30th day after the publication of the Offer Document (or such later date as Ultra may agree), consult with Ultra as to whether the offer timetable should be suspended in accordance with Rule 31.4 of the Code (or, if applicable, further suspended) and, if required by Ultra, shall request such suspension to a date agreed with Ultra and the Panel, in each case with the effect of extending Day 60 in accordance with Rule 31.3 of the Code, provided always that the date as extended (as, if applicable, it may be further extended) shall be no later than the Longstop Date; 7.3.7 Cobham shall ensure that the Offer is made on the same terms as those set out in the Press Announcement and the only conditions to of the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Conditions in paragraph 2 of Part A of Schedule 1 to the Press Announcement with the Acceptance Condition;Condition referred to in Clause 7.2), unless the parties agree otherwise in writing or with any modification or amendments to such terms and Conditions as may be required by the Panel; and (d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock 7.3.8 Cobham shall keep Avast Ultra informed, on a regular and confidential basis and in any event by the next Business Day as soon as reasonably practicable following a request from Avastany request, of the number of Avast Shareholders holders of Ultra Shares that have have: (i) validly returned accepted the Offer; (ii) withdrawn their acceptance of the Offer; and/or (iii) incorrectly submitted their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms;withdrawal, together with, in each case, the identity of such shareholders and the number of Ultra Shares held by such shareholders. (g) 7.4 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer or Document and its implementation mutatis mutandis; and, save as set out in this Clause 7. 7.5 Cobham hereby represents that it is not, at the date of this Agreement, and undertakes that (hfor so long as the Agreement is in force) NortonLifeLock shall: (i) prepare it shall not become, following the Offer Document and shall consult with Avast in relation date of this Agreement, required to it; (ii) submit drafts and revised drafts make a mandatory offer for Ultra under Rule 9 of the Offer Document to Avast for review Code, unless Clause 7.1.2 applies and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Ultra Board Adverse Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the OfferChange occurs.

SWITCHING TO AN OFFER. 9.1 6.1 The parties Parties currently intend that the Transaction Acquisition will be implemented by way of the Scheme. Notwithstanding the foregoingHowever, and subject to Bidco shall be entitled, with the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction Acquisition by way of an Offer rather than the Scheme (prior to any termination of this Agreement), such election being a “Switch”) only if: (a) Avast Target provides its prior written consent (an “Agreed Switch”) ), in which case Clause 9.2 clause 6.2 and clause 6.3 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occursa third party announces a Competing Proposal; (c) without prejudice to Clause 9.1(b)after the date of this Agreement, any person together with any person acting in concert with it, acquires an interest in the ordinary share capital of Target carrying over 20% of the circumstances set out in Note 2 on Section 8 of Appendix 7 voting rights attaching to the entire issue share capital of the Takeover Code applies with respect to the TransactionTarget; or (d) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstancesTarget Board Adverse Recommendation Change occurs. 9.2 6.2 In the event of an any Agreed Switch, unless otherwise agreed in writing between Avast Bidco and NortonLifeLock Target or required by the Panel: (a) the acceptance condition to the Offer (the “Acceptance Condition”) Condition shall be set at 75 90 per cent. of the Avast Target Shares to which the Offer relates, (or such other lesser percentage as may be agreed in writing between Avast determined by Bidco, Wellspring and NortonLifeLock the Target after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Avast Shares to which the Offer relatesTarget Shares); (b) NortonLifeLock neither Bidco nor Wellspring shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, withdrawn in each case by reason of the for non-fulfilment of the Acceptance Condition before prior to the 60th sixtieth (60th) day after publication of the Offer Document (“Day 60”) and NortonLifeLock Bidco shall ensure that the Offer remains open for acceptances until at least such time; (c) NortonLifeLock Bidco and Wellspring shall ensure that the only conditions to of the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Condition set out in paragraph 2 of Part A (Conditions and Further Terms of the Acquisition) of Appendix 1 to the Announcement with the Acceptance ConditionCondition referred to in Part C (Implementation by way of a Takeover Offer) of Appendix 1 to the Announcement and any other modifications or amendments to such terms and conditions as may be required by the Panel or which are necessary as a result of the Agreed Switch) and that the Offer is made on terms that are no less favourable to Target Shareholders than those set out in the Announcement; (d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock Xxxxx and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock Wellspring shall keep Avast Target informed, on a regular and confidential basis and in any event by the next Business Day reasonably promptly following receipt of a written request from AvastTarget, of the number of Avast Shareholders holders of Target Shares that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance or withdrawal forms;forms and the identity of such shareholders and the number of Target Shares to which such forms relate; and (ge) the parties Parties agree that that: (i) all provisions of this Agreement shall continue to apply save as set out in this clause 6.2; and (ii) all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer or Document and its implementation mutatis mutandis; and, save as set out in this clause 6. (h) NortonLifeLock 6.3 In the event of an Agreed Switch, Bidco and Wellspring shall: (ia) prepare submit, or procure the Offer Document and shall consult with Avast in relation to it; (ii) submit submission of drafts and revised drafts of the Offer Document to Avast Target for review and comment and shall take into account any reasonable comments from Avast;Target for the purposes of preparing revised drafts; and (iiib) seek to obtain AvastTarget’s approval for any the contents of the information relating to Avast on the Target Group contained in the Offer Document before it is posted or published and afford Avast Target sufficient time to consider such information documents in order to give its approval approval. If Target does not approve the information in the Offer Document within twenty-eight (without prejudice 28) days from the date of the Agreed Switch, Bidco shall be entitled to Avast’s ability publish the Offer Document. 6.4 Each of Bidco and Wellspring hereby warrant that it is not, at the date of this Agreement, and undertakes that it shall not become, following the date of this Agreement, unless an Agreed Switch occurs, required to make a mandatory offer for Target under Rule 9 of the Code, provided that this clause 6.4 will cease to apply if a third party announces a firm intention to make an Avast Board Recommendation Changeoffer for all or part of the issued, such approval not and to be unreasonably withheldissued, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offershare capital of Target.

SWITCHING TO AN OFFER. 9.1 8.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoingCareTech shall be entitled, and subject to with the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction by way of an the Offer rather than the Scheme (prior to any termination of this Agreement), a "Switch") only if: (a) Avast 8.1.1 Cambian provides its prior written consent (an “"Agreed Switch”) "), in which case Clause 9.2 8.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) 8.1.2 a third party announces a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) for all or part of the entire issued and to be issued share capital of AvastCambian; or 8.1.3 the Cambian Board withdraws, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior adversely qualifies or adversely modifies its recommendation of (or intention to electing to implement recommend) the Acquisition by way of an Offer in such circumstancesTransaction. 9.2 8.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast and NortonLifeLock with Cambian or required by the Panel, the parties agree: (a) 8.2.1 the acceptance condition to the Offer (the “Acceptance Condition”) Condition shall be set at 75 90 per cent. cent of the Avast Cambian Shares to which the Offer relates, relates (or such other lesser percentage as may be agreed between the parties in writing between Avast and NortonLifeLock after, after (to the extent necessary, ) consultation with the Panel, being in any case more than 50 per cent. cent of the Avast Cambian Shares to which the Offer relates); (b) NortonLifeLock shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause 8.2.2 it will be a term of the Offer that CareTech may not to proceed, to lapse or to be withdrawn, in each case by reason of the non-fulfilment of invoke the Acceptance Condition without Cambian's consent before the 60th day after publication of the Offer Document and NortonLifeLock Document; 8.2.3 CareTech shall ensure that the Offer remains open until at least such time; (c) NortonLifeLock shall ensure that is made on the same terms as those set out in the Press Announcement and the only conditions to of the Offer shall be the Conditions, Conditions (subject to replacing the Scheme Conditions with the Acceptance Condition;), unless the parties agree otherwise in writing or with any modification or amendments to such terms and Conditions as may be required by the Panel; and (d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock 8.2.4 CareTech shall keep Avast Cambian informed, on a regular and confidential basis basis, and in any event by the next Business Day as soon as reasonably practicable following receipt of a written request from AvastCambian, of the number of Avast Shareholders holders of Cambian Shares that have validly returned accepted the Offer or withdrawn their acceptance of the Offer, or incorrectly submitted their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms;withdrawal, the identity of such shareholders and the number of Cambian Shares held by such shareholders. (g) 8.3 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer or Document and its implementation mutatis mutandis; and (h) NortonLifeLock shall: (i) prepare the Offer Document and shall consult with Avast , save as set out in relation to it; (ii) submit drafts and revised drafts of the Offer Document to Avast for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offerthis Clause 8.

SWITCHING TO AN OFFER. 9.1 The parties currently intend that the Transaction will be implemented by way of the Scheme. Notwithstanding the foregoing, and subject to the consent of the Panel, NortonLifeLock and/or Bidco may elect to implement the Transaction by way of an Offer rather than the Scheme (prior to any termination of this Agreement), if: (a) Avast provides its prior written consent (an “Agreed Switch”) in which case Clause 9.2 ‎9.2 shall apply; (b) without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 15.1(c‎15.1(c) in such circumstances, an Avast Board Recommendation Change occurs; (c) without prejudice to Clause 9.1(b‎9.1(b), any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Takeover Code applies with respect to the Transaction; or (d) a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of Avast, provided, that NortonLifeLock and/or Bidco shall consult with Avast prior to electing to implement the Acquisition by way of an Offer in such circumstances. 9.2 In the event of an Agreed Switch, unless otherwise agreed in writing between Avast and NortonLifeLock or required by the Panel: (a) the acceptance condition to the Offer (the “Acceptance Condition”) shall be set at 75 per cent. of the Avast Shares to which the Offer relates, or such other lesser percentage as may be agreed in writing between Avast and NortonLifeLock after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Avast Shares to which the Offer relates; (b) NortonLifeLock shall not take any action (including, if applicable, NortonLifeLock and/or Bidco serving any Acceptance Condition Invocation Notice) which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case by reason of the non-fulfilment of the Acceptance Condition before the 60th day after publication of the Offer Document and NortonLifeLock shall ensure that the Offer remains open until at least such time; (c) NortonLifeLock shall ensure that the only conditions to the Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition; (d) where a material official authorisation or regulatory clearance remains outstanding, NortonLifeLock and Avast shall ensure that appropriate steps are taken to suspend the offer timetable by 5:00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Takeover Code in respect of such a suspension); (e) if and to the extent that the Long Stop Date ceases to apply, NortonLifeLock shall, in accordance with the Takeover Code, agree with Avast a new long stop date by which the Offer must become unconditional; (f) NortonLifeLock shall keep Avast informed, on a regular and confidential basis and in any event by the next Business Day following a request from Avast, of the number of Avast Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms; (g) the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Offer or its implementation mutatis mutandis; and (h) NortonLifeLock shall: (i) prepare the Offer Document and shall consult with Avast in relation to it; (ii) submit drafts and revised drafts of the Offer Document to Avast for review and comment and shall take into account any reasonable comments from Avast; (iii) seek to obtain Avast’s approval for any information relating to Avast in the Offer Document before it is posted or published and afford Avast sufficient time to consider such information in order to give its approval (without prejudice to Avast’s ability to make an Avast Board Recommendation Change, such approval not to be unreasonably withheld, conditioned or delayed); (iv) make all necessary filings (if any) with the SEC with respect to such Offer and comply with all applicable rules and regulations under the Securities Act and the Exchange Act including Regulation 14E and the rules promulgated thereunder; and (v) if a registration statement on Form S-4 is filed with the SEC in connection with the Offer, (A) cause such registration statement to become effective as promptly as practicable following its filing; (B) resolve any comments from the SEC as promptly as practicable following receipt; and (C) keep such registration statement effective as long as is necessary to consummate the Offer.