Common use of The Scheme and Related Matters Clause in Contracts

The Scheme and Related Matters. The Borrower shall cause Acquisition Co. to: (a) Issue the Press Release within two Business Days of the date of this Agreement. (b) Procure that an Initial Scheme Document or (following a Conversion Notice) an Initial Offer Document is issued and despatched as soon as practicable and in any event within 28 days after the issuance of the Press Release or Offer Press Release, as applicable. (c) Comply in all material respects with the Takeover Code, subject to any waivers granted by the Panel and all other applicable Laws and regulations in relation to any Offer or Scheme. (d) Ensure that the (i) Initial Scheme Document corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release or (ii) following delivery of a Conversion Notice, the Initial Offer Document corresponds in all material respects to the terms and conditions of the Offer as contained in the Offer Press Release. (e) Ensure that the Scheme Documents or, following delivery of a Conversion Notice, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Offer, as applicable. (f) Except as consented to by the Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except as consented to by the Arrangers in writing, not amend or waive (i) any term of the Acquisition Documents in a manner which would be reasonably likely to be materially prejudicial to the interests of the Lenders under the Loan Documents, (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for (A) any amendment or waiver required by the Panel on Takeovers and Mergers, a court or any other applicable Law, regulation or regulatory body or (B) a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares to which the Offer relates. (h) Not take any action which would require Acquisition Co. to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code. (i) Promptly provide the Administrative Agent with such information as it may reasonably request regarding the status of the Target Acquisition (including, in the case of an Offer, the current level of acceptances) subject to any confidentiality, regulatory or other restrictions relating to the supply of such information. (j) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the Takeover Code and Scheme Document, any written agreement between Acquisition Co. and the Target with respect to a Scheme, all other material announcements and documents published or delivered pursuant to the Offer or Scheme (other than the Cash Confirmation) and all legally binding agreements entered into by Acquisition Co. in connection with an Offer or Scheme, in each case except to the extent it is prohibited by law or regulation from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (l) In the event that the Scheme is switched to an Offer, (i) within 15 Business Days procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Release”) is issued, (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers in writing, ensure that the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, (B) the Anti-Trust Condition, (C) where there is a competing offer, that the board of directors of the Target is not then recommending such competing offer in lieu of the Offer and (D) are otherwise consistent in all material respects with those contained in the Scheme Document (to the extent applicable for an Offer, other than (i) any changes approved by the Panel on Takeovers and Mergers or (ii) changes to the price per Target Share which are made in accordance with the relevant provisions of this Agreement). (m) In the case of an Offer, (i) not declare the Offer unconditional as to acceptances until Acquisition Co. has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, and (ii) promptly upon Acquisition Co. acquiring 90% of the Target Shares to which the Offer relates, ensure that notices under Section 979 of the Companies Act in respect of Target Shares are issued. (n) In the case of a Scheme, within 90 days of the Closing Date, and if the Scheme has been switched to an Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. owns 75% of the Target Shares, procure that such action as is necessary is taken to de-list the Target Shares from the London stock exchange and as soon as reasonably practicable thereafter, use its reasonable endeavours to re-register the Target as a private limited company.

The Scheme and Related Matters. The To the extent applicable, the Borrower shall cause Acquisition Co. toor it shall procure that the applicable members of the Consolidated Group shall: (ai) Issue the a Scheme Press Release or, as the case may be, an Offer Press Announcement, (in the form delivered to the Administrative Agent pursuant to Section 3.01(e), subject to such amendments as are not material to the interests of the Lenders or have been approved by the Arrangers in writing (such approval not to be unreasonably withheld, delayed or conditioned)) within two five Business Days of the date of this AgreementEffective Date (such issued document, the “Original Scheme Press Release” or “Original Offer Press Announcement”, as applicable). (bii) Procure Provide evidence that an Initial a Scheme Document Circular or (following if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Scheme Press Release or Offer Press ReleaseAnnouncement, as applicable unless, during that period the Borrower has elected to convert the Target Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Scheme Circular or Takeover Offer Document, as applicable) shall be issued and dispatched as soon as reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Scheme Press Release or an Offer Press Announcement, as applicable. (ciii) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel or the Court) and all other applicable Laws laws and regulations in relation to any Takeover Offer or Scheme. (div) Ensure Except as consented to by the Arrangers in writing (such consent not to be unreasonably withheld, delayed or conditioned) and save to the extent that following the issue of a Scheme Press Release or an Offer Press Announcement the Borrower elects to proceed with the Target Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Target Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Scheme Press Release to which it relates or (ii) following delivery if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject to any variation required by the Court and to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Arrangers has been given). (ev) Ensure that the Scheme Documents or, following delivery if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent Arrangers contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (fvi) Except as consented to by the Arrangers in writing, not Not make or approve any increase in the price proposed amount of cash consideration payable per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an a Takeover Offer) above at a price that results in an increase in the price cash consideration payable per Target Share stated in the Original Scheme Press Release or Original Offer Press Announcement, (as the case may be), unless such increase modification in price is not funded with materially adverse to the proceeds interests of this Facilitythe Lenders (or where the prior written consent of the Arrangers has been given). (gvii) Except as consented to by the Arrangers in writing, not amend or waive (i) any term of writing in the Acquisition Documents in a manner which would be reasonably likely to be materially prejudicial event that the matter is material to the interests of the Lenders under (such consent not to be unreasonably withheld, delayed, or conditioned), not (i) amend or waive any term of the Loan Scheme Documents or the Takeover Offer Documents, as applicable, in a manner materially adverse to the interests of the Lenders from those in the Original Scheme Press Release or the Original Offer Press Announcement, as the case may be, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Target Acquisition is proceeding as a Takeover Offer, (iii) amend or waive the Acceptance Condition; provided that no such written consent shall be required for , save for, (A) in the case of clause (i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or body, (B) in the case of clause (ii), a waiver of the Acceptance Condition to permit the Takeover Offer to become unconditional with acceptance of Target Shares (excluding any shares held in an aggregate amount of treasury) which, when aggregated with all Target Shares owned by the Borrower (directly or indirectly), represent not less than 75% of the all Target Shares to (excluding any shares held in treasury) as at the date on which the Takeover Offer relatesis declared unconditional as to acceptances, (C) in the case of clause (i) and any condition detailed in the Scheme Press Release or Offer Press Announcement (as appropriate), any waiver of a condition, which such condition would not have entitled the Borrower to lapse the Scheme or Takeover Offer (as the case may be) under rule 13.5(a) of the Takeover Code or (D) an extension of the Long Stop Date (as defined in the Original Offer Press Announcement) in the event that any condition in paragraphs 4(c) to (j) in Part A of Appendix 1 to the Original Scheme Press Release (or the equivalent provision in any Original Offer Press Announcement) has not been satisfied by the date falling 12 months after the date of this Agreement. (hviii) Not take any action which would require Acquisition Co. the Borrower to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover City Code. (iix) Promptly provide Provide the Administrative Agent with copies of each Offer Document or Scheme Document (as applicable) and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (jx) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (if the Target Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. the Borrower or its Affiliates and Target to the extent material to the interests of the Lenders (as reasonably determined by the Borrower) in relation to the consummation of the Target with respect to Acquisition (in each case, upon such documents or agreements being entered into by a Schememember of the Consolidated Group), and all other material announcements and documents published by the Borrower or delivered by the Borrower to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. the Borrower in connection with an a Takeover Offer or Scheme, in each case to the extent the Borrower, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lxi) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa, (which the Borrower shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event”, procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “an Offer Press Announcement or Scheme Press Release”) , as the case may be, is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers in writingwriting where such matters are material to the interests of the Lenders (such consent not to be unreasonably withheld, delayed or conditioned), ensure that (A) where the Target Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) except for any reference in the Anti-Trust Condition, (C) where there is a competing offer, that Scheme Documents to the recommendation of the Target Acquisition and the Scheme to the Scheme Shareholders by the board of directors of the Target, the conditions to be satisfied in connection with the Target is not then recommending such competing offer Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Target Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers or the City Code or any court of competent jurisdiction or are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Target Acquisition may be effected, including, without limitation, changes to the price per Target Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between the Borrower and the Arrangers. (mxii) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. the Borrower acquiring Target Shares which represent not less than 90% in nominal value of the Target Shares to which the Takeover Offer relates or, if the Takeover Offer relates to Target Shares of different classes, not less than 90% in nominal value of the shares of any class to which the Takeover Offer relates, ensure that notices under Section 979 Article 117 of the Jersey Companies Act Law in respect of Target Shares that the Borrower has not yet agreed to directly or indirectly acquire are issued. (nxiii) In the case of a Scheme, within 90 days of the Closing Scheme Effective Date, and if the Scheme has been switched in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. the Borrower (directly or indirectly) owns and/or has agreed to own or acquire and has received valid acceptances (which have not been withdrawn or cancelled) of Target Shares (excluding any shares held in treasury) in respect of, which, when aggregated with all other Target Shares owned by the Borrower (directly or indirectly), represent not less than 75% of the all Target SharesShares (excluding any shares held in treasury), procure that such action as is necessary is taken to de-list the Target Shares from the Official List of the Financial Conduct Authority and to cancel trading in the Target Shares on the main market for listed securities of the London stock exchange and as soon as reasonably practicable thereafter, and subject always to the Jersey Companies Law and any applicable listing rules, use its reasonable endeavours endeavors to re-register the Target as a private limited company. (xiv) Except as consented by the Arrangers in writing, not give its consent with respect to any frustrating action of the Target pursuant to Rule 21.1(c)(ii) of the City Code.

The Scheme and Related Matters. The To the extent applicable, the Borrower shall cause Acquisition Co. toor it shall procure that the applicable members of the Consolidated Group shall: (ai) Issue the Press Release within two Business Days of the date of this Agreement[reserved]. (bii) Procure Provide evidence that an Initial a Scheme Document or (following a Conversion Notice) an Initial Offer Document Circular is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Original Scheme Press Release unless, during that period the Borrower has elected to convert the Target Acquisition from a Scheme to a Takeover Offer, in which case the Takeover Offer Document shall be issued and dispatched as soon as reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Offer Press Release, as applicableAnnouncement. (ciii) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel or the Court) and all other applicable Laws laws and regulations in relation to any Takeover Offer or Scheme. (div) Ensure Except as consented to by the Arrangers in writing (such consent not to be unreasonably withheld, delayed or conditioned) and save to the extent that following the issue of a Scheme Press Release or an Offer Press Announcement the Borrower elects to proceed with the Target Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Target Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Scheme Press Release to which it relates or (ii) following delivery if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject to any variation required by the Court and to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Arrangers has been given). (ev) Ensure that the Scheme Documents or, following delivery if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent Arrangers contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (fvi) Except as consented to by the Arrangers in writing, not Not make or approve any increase in the price proposed amount of cash consideration payable per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an a Takeover Offer) above at a price that results in an increase in the price cash consideration payable per Target Share stated in the Original Scheme Press Release Release, unless such increase modification in price is not funded with materially adverse to the proceeds interests of this Facilitythe Lenders (or where the prior written consent of the Arrangers has been given). (gvii) Except as consented to by the Arrangers in writing, not amend or waive (i) any term of writing in the Acquisition Documents in a manner which would be reasonably likely to be materially prejudicial event that the matter is material to the interests of the Lenders under (such consent not to be unreasonably withheld, delayed, or conditioned), not (i) amend or waive any term of the Loan Scheme Documents or the Takeover Offer Documents, as applicable, in a manner materially adverse to the interests of the Lenders from those in the Original Scheme Press Release, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Target Acquisition is proceeding as a Takeover Offer, (iii) amend or waive the Acceptance Condition; provided that no such written consent shall be required for , save for, (A) in the case of clause (i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or body, (B) in the case of clause (ii), a waiver of the Acceptance Condition to permit the Takeover Offer to become unconditional with acceptance of Target Shares (excluding any shares held in an aggregate amount of treasury) which, when aggregated with all Target Shares owned by the Borrower (directly or indirectly), represent not less than 75% of the all Target Shares to (excluding any shares held in treasury) as at the date on which the Takeover Offer relatesis declared unconditional as to acceptances, (C) in the case of clause (i) and any condition detailed in the Original Scheme Press Release, any waiver of a condition, which such condition would not have entitled the Borrower to lapse the Scheme or Takeover Offer (as the case may be) under rule 13.5(a) of the Takeover Code or (D) an extension of the Long Stop Date (as defined in the Original Scheme Press Release) in the event that any condition in paragraphs 4(c) to (j) in Part A of Appendix 1 to the Original Scheme Press Release (or the equivalent provision in any Offer Press Announcement) has not been satisfied by the date falling 12 months after the Bridge Facility Effective Date. (hviii) Not take any action which would require Acquisition Co. the Borrower to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover City Code. (iix) Promptly provide Provide the Administrative Agent with copies of each Offer Document or Scheme Document (as applicable) and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (jx) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (if the Target Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. the Borrower or its Affiliates and Target to the extent material to the interests of the Lenders (as reasonably determined by the Borrower) in relation to the consummation of the Target with respect to Acquisition (in each case, upon such documents or agreements being entered into by a Schememember of the Consolidated Group), and all other material announcements and documents published by the Borrower or delivered by the Borrower to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. the Borrower in connection with an a Takeover Offer or Scheme, in each case to the extent the Borrower, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lxi) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa, (which the Borrower shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event”, procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “an Offer Press Announcement or Scheme Press Release”) , as the case may be, is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers in writingwriting where such matters are material to the interests of the Lenders (such consent not to be unreasonably withheld, delayed or conditioned), ensure that (A) where the Target Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) except for any reference in the Anti-Trust Condition, (C) where there is a competing offer, that Scheme Documents to the recommendation of the Target Acquisition and the Scheme to the Scheme Shareholders by the board of directors of the Target, the conditions to be satisfied in connection with the Target is not then recommending such competing offer Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Target Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers or the City Code or any court of competent jurisdiction or are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Target Acquisition may be effected, including, without limitation, changes to the price per Target Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between the Borrower and the Arrangers. (mxii) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. the Borrower acquiring Target Shares which represent not less than 90% in nominal value of the Target Shares to which the Takeover Offer relates or, if the Takeover Offer relates to Target Shares of different classes, not less than 90% in nominal value of the shares of any class to which the Takeover Offer relates, ensure that notices under Section 979 Article 117 of the Jersey Companies Act Law in respect of Target Shares that the Borrower has not yet agreed to directly or indirectly acquire are issued. (nxiii) In the case of a Scheme, within 90 days of the Closing Scheme Effective Date, and if the Scheme has been switched in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. the Borrower (directly or indirectly) owns and/or has agreed to own or acquire and has received valid acceptances (which have not been withdrawn or cancelled) of Target Shares (excluding any shares held in treasury) in respect of, which, when aggregated with all other Target Shares owned by the Borrower (directly or indirectly), represent not less than 75% of the all Target SharesShares (excluding any shares held in treasury), procure that such action as is necessary is taken to de-list the Target Shares from the Official List of the Financial Conduct Authority and to cancel trading in the Target Shares on the main market for listed securities of the London stock exchange and as soon as reasonably practicable thereafter, and subject always to the Jersey Companies Law and any applicable listing rules, use its reasonable endeavours endeavors to re-register the Target as a private limited company. (xiv) Except as consented by the Arrangers in writing, not give its consent with respect to any frustrating action of the Target pursuant to Rule 21.1(c)(ii) of the City Code.

The Scheme and Related Matters. The Borrower shall (or shall cause Acquisition Co. the applicable member of the Consolidated Group to:): (ai) Issue the a Press Release or, as the case may be, an Offer Press Announcement, (in the form delivered to the Administrative Agent pursuant to Section 3.01(e), subject to such amendments as are not material to the interests of the Lenders or have been approved by the Administrative Agent in writing) within two 3 Business Days of the date of this AgreementEffective Date (such issued document, the “Original Press Release” or “Original Offer Press Announcement”, as applicable). (bii) Procure Provide evidence that an Initial a Scheme Document Circular or (following if the Shire Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press ReleaseAnnouncement, as applicable unless, during that period AbbVie NewCo or New Foreign HoldCo has elected to convert the Shire Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Scheme Circular or Takeover Offer Document, as applicable) shall be issued and dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press Announcement, as applicable. (ciii) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel Panel) and all other applicable Laws laws and regulations in relation to any Takeover Offer or Scheme. (div) Ensure Except as consented to by the Administrative Agent in writing and save to the extent that following the issue of a Press Release or an Offer Press Announcement AbbVie NewCo or New Foreign HoldCo elects to proceed with the Shire Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Shire Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release to which it relates or (ii) following delivery if the Shire Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (ev) Ensure that the Scheme Documents or, following delivery if the Shire Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (fvi) Not make or approve any modification in the proposed price per Shire Share or make any other acquisition of any Shire Share (including pursuant to a Takeover Offer) at a price that is different from the price per Shire Share stated in the Original Press Release or Original Offer Press Announcement, (as the case may be), unless such modification in price is not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (vii) Except as consented to by the Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except as consented to by the Arrangers Administrative Agent in writing, not amend or waive (i) any term of the Acquisition Scheme Documents or the Takeover Offer Documents, as applicable, in a manner which would be reasonably likely to be materially prejudicial adverse to the interests of the Lenders under from those in the Loan DocumentsOriginal Press Release or the Original Offer Press Announcement, as the case may be, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Shire Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for , save for, (A) in the case of clause (i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or (B) in the case of clause (ii), a waiver of the Acceptance Condition to permit the Takeover Offer to become unconditional with acceptance of Target Shire Shares (excluding any shares held in an aggregate amount of treasury) which, when aggregated with all Shire Shares owned by AbbVie NewCo (directly or indirectly), represent not less than 75662/3% of all Shire Shares (excluding any shares held in treasury) as at the Target Shares to date on which the Takeover Offer relatesis declared unconditional as to acceptances. (hviii) Not take any action which would require Acquisition Co. AbbVie NewCo to make a mandatory offer for the Target Shire Shares in accordance with Rule 9 of the Takeover City Code. (iix) Promptly provide Provide the Administrative Agent with copies of each Offer Document and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (jx) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Shire Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. the Borrower or its Affiliates and Shire to the Target with respect extent material to the interests of the Lenders in relation to the consummation of the Acquisitions (in each case, upon such documents or agreements being entered into by a Schememember of the Consolidated Group), and all other material announcements and documents published by AbbVie NewCo or New Foreign HoldCo or delivered by AbbVie NewCo or New Foreign HoldCo to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. AbbVie NewCo or New Foreign HoldCo in connection with an a Takeover Offer or Scheme, in each case to the extent AbbVie NewCo or New Foreign HoldCo, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lxi) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa, (which AbbVie NewCo or New Foreign HoldCo shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event”, procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Announcement or Press Release”) , as the case may be, is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers Administrative Agent in writing, ensure that (A) where the Shire Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that conditions to be satisfied in connection with the board of directors of the Target is not then recommending such competing offer Shire Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Shire Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers or the City Code or are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Shire Acquisition may be effected, including without limitation, Section 3.02(e) and including changes to the price per Target Shire Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between AbbVie NewCo and/or AbbVie and the Administrative Agent. (mxii) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. AbbVie NewCo or New Foreign HoldCo acquiring Shire Shares which represent not less than 90% in nominal value of the Target Shire Shares to which the Takeover Offer relates, ensure that notices under Section 979 Article 117 of the Jersey Companies Act Law in respect of Target Shire Shares that AbbVie NewCo has not yet agreed to directly or indirectly acquire are issued. (nxiii) In the case of a Scheme, within 90 days of the Closing Scheme Effective Date, and if the Scheme has been switched in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. AbbVie NewCo (directly or indirectly) owns and/or has agreed to own or acquire and has received valid acceptances (which have not been withdrawn or cancelled) of Shire Shares (excluding any shares held in treasury) in respect of, which, when aggregated with all other Shire Shares owned by AbbVie NewCo (directly or indirectly), represent not less than 75% of the Target Sharesall Shire Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to de-list the Target Shire Shares from the Official List of the Financial Conduct Authority and to cancel trading in the Shire Shares on the main market for listed securities of the London stock exchange and as soon as reasonably practicable thereafter, and subject always to the Jersey Companies Law, use its reasonable endeavours endeavors to re-register the Target Shire as a private limited company. (xiv) In the case of a Scheme, upon the occurrence of the Scheme Effective Date AbbVie NewCo shall own (directly or indirectly) 100% of the Shire Shares.

The Scheme and Related Matters. The Borrower shall cause Acquisition Co. to: (a) Issue the Press Release within two Business Days of the date of this Agreement. (b) Procure that an Initial a Scheme Document Circular or (following a Conversion Notice) an Initial Offer Document is issued and despatched as soon as practicable and in any event within 28 days after the issuance of the Press Release or Offer Press Release, as applicable. (cb) Comply in all material respects with the Takeover Code, subject to any waivers granted by the Panel Panel, and all other applicable Laws laws and regulations in relation to any Offer or Scheme. (d) Ensure that the (i) Initial Scheme Document corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release or (ii) following delivery of a Conversion Notice, the Initial Offer Document corresponds in all material respects to the terms and conditions of the Offer as contained in the Offer Press Release. (e) Ensure that the Scheme Documents or, following delivery of a Conversion Notice, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Offer, as applicable. (fc) Except as consented to by the Lead Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this FacilityRelease. (gd) Except as consented to by the Lead Arrangers in writing, not amend or waive (i) any term of the Acquisition Documents in a manner which would be reasonably likely to be materially prejudicial to the interests of the Lenders under the Loan Documents, (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required , save for (Ai) any amendment or waiver required by the Panel on Takeovers and Mergers, a court or any other applicable Lawlaw, regulation or regulatory body or (Bii) a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 7550.1% of the Target Shares to which the Offer relates.; (he) Not take any action which would require Acquisition Co. Borrower to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code. (if) Promptly provide the Administrative Agent with such information as it may reasonably request regarding the status of the Target Acquisition (including, in the case of an Offer, the current level of acceptances) subject to any confidentiality, regulatory or other restrictions relating to the supply of such information. (jg) Promptly deliver Deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the Takeover Code letter and Scheme DocumentCircular, any written agreement between Acquisition Co. Borrower and the Target with respect to a Scheme, all other material announcements and documents published or delivered pursuant to the Offer or Scheme (other than the Cash Confirmation) and all legally binding agreements entered into by Acquisition Co. Borrower in connection with an Offer or Scheme, in each case except to the extent it is prohibited by law or regulation from doing so. (kh) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document Circular or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (li) In the event that the Scheme is switched to an Offer, (i) within 15 Business Days procure that a press release announcing, in compliance with Rule 2.7 2.5 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Release”) is issued, (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Lead Arrangers in writing, ensure that the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, (B) Condition and the Anti-Trust Condition, (C) where there is a competing offer, that the board of directors of the Target is not then recommending such competing offer in lieu of the Offer Condition and (D) are otherwise consistent in all material respects with those contained in the Scheme Document Circular (to the extent applicable for an Offer, other than (i) any changes approved by the Panel on Takeovers and Mergers or (ii) changes to the price per Target Share which are made in accordance with the relevant provisions of this Agreement). (mj) Not deliver more than one Conversion Notice to the Administrative Agent. (k) In the case of an Offer, (i) not declare the Offer unconditional as to acceptances until Acquisition Co. Borrower has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 7550.1% of the Target Shares, and (ii) promptly upon Acquisition Co. Borrower acquiring 90% of the Target Shares to which the Offer relates, ensure that notices under Section 979 of the Companies Act in respect of Target Shares are issued. (nl) In the case of a Scheme, within 90 30 days of the Closing Date, and if the Scheme has been switched to an Offer, within 90 30 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. Borrower owns 75% of the Target Shares, procure that such action as is necessary is taken to de-list the Target Shares from the London stock exchange and as soon as reasonably practicable thereafter, use its reasonable endeavours to re-register Target (and any other relevant members of the Target Group) as a private limited company. (m) Promptly provide the Administrative Agent with such information as it may reasonably request regarding the Equity Financing, including the balance thereof and account in which it is deposited.

The Scheme and Related Matters. The Borrower shall cause Acquisition Co. to: (ai) Issue the a Press Release or, as the case may be, an Offer Press Announcement (in the form delivered to the Designated Agent pursuant to Section 3.01(d), subject to such amendments as are not Materially Adverse Amendments or have been approved by the Arrangers in writing acting reasonably (such approval not to be unreasonably withheld, delayed or conditioned)) within two 2 Business Days of the date of this AgreementEffective Date (such issued document, the “Original Press Release” or “Original Offer Press Announcement”, as applicable). (bii) Procure Ensure that an Initial a Scheme Document Circular or (following if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press ReleaseAnnouncement, as applicable (or, if there are pre-conditions attached to the Scheme or the Takeover Offer, within 28 days (or such longer period as may be agreed with the Panel) after the satisfaction of such pre-conditions), unless, during that period, the Parent Guarantor, the Borrower or any Acquisition Co has elected to convert the Target Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Scheme Circular or Takeover Offer Document, as applicable, shall be issued and dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press Announcement, as applicable) (or, if there are pre-conditions attached to the Scheme or the Takeover Offer, within 28 days (or such longer period as may be agreed with the Panel) after the satisfaction of such pre-conditions). (ciii) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel and all other applicable Laws and regulations Panel) in relation to any Takeover Offer or Scheme. (div) Ensure Except as consented to by the Arrangers in writing (such consent not to be unreasonably withheld, delayed or conditioned) and save to the extent that following the issue of a Press Release or an Offer Press Announcement the Parent Guarantor, the Borrower or any Acquisition Co elects to proceed with the Target Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Target Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release to which it relates or (ii) following delivery if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations which are not Materially Adverse Amendments. (ev) Ensure that the Scheme Documents or, following delivery if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent Documents contain all the material terms and conditions of the Scheme or Takeover Offer, as applicableapplicable and, in the case of a Takeover Offer, ensure that the conditions to the Takeover Offer include an Acceptance Condition set at a level at not less than the Minimum Acceptance Condition. (fvi) Except as consented to by the Arrangers in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except amend, treat as consented to by the Arrangers in writing, not amend satisfied or waive (i) any term or condition of the Acquisition Scheme Documents in or the Takeover Offer Documents (other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a manner which would be reasonably likely to be materially prejudicial to Materially Adverse Amendment, and except as required by the interests City Code or required by the Panel, other competent regulatory body or by a court of the Lenders under the Loan Documentscompetent jurisdiction, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Target Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for (A) any amendment or waiver required by the Panel on Takeovers and Mergers, a court or any other applicable Law, regulation or regulatory body or (B) a waiver of the Acceptance Condition to permit if the Offer to become unconditional with acceptance effect of Target Shares in an aggregate amount such amendment, treatment or waiver would be that the Acceptance Condition would be capable of not being satisfied at a level less than 75% of the Target Shares to which the Offer relatesMinimum Acceptance Condition. (hvii) Not take any action action, and procure that none of its Affiliates nor any person acting in concert with it (within the meaning of the City Code) takes any action, which would require Acquisition Co. the Parent Guarantor to make a mandatory offer for the Target Shares in accordance with Rule 9 of the City Code or which would require a change to be made to the terms of the Scheme or the Takeover CodeOffer (as the case may be) pursuant to Rule 6 or Rule 11 of the City Code which change, if made voluntarily, would be a Materially Adverse Amendment. (iviii) Promptly provide Provide the Administrative Designated Agent with copies of each Offer Document and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (jix) Promptly deliver to the Administrative Designated Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Target Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between the Parent Guarantor, the Borrower or any Acquisition Co. Co and the Target with respect to a Schemethe extent material to the interests of the Lenders (as reasonably determined by the Parent Guarantor) in relation to the consummation of the Target Acquisition (in each case, upon such documents or agreements being entered into by the Parent Guarantor, the Borrower or any Acquisition Co), and all other material announcements and documents published by the Parent Guarantor, the Borrower or any Acquisition Co or delivered by the Parent Guarantor, the Borrower or any Acquisition Co to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by the Parent Guarantor, the Borrower or any Acquisition Co. Co in connection with an a Takeover Offer or Scheme, in each case to the extent the Parent Guarantor, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lx) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa (which the Parent Guarantor, the Borrower or any Acquisition Co shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event”, procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Announcement or Press Release”) , as the case may be, is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), ensure that (A) where the Target Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) an Acceptance Condition which is not capable of being satisfied at a level less than the Minimum Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that the board of directors of conditions to be satisfied in connection with the Target is not then recommending such competing offer Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Target Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved by which are not Materially Adverse Amendments or are required to reflect the Panel on Takeovers and Mergers change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the price per Target Share which are made Scheme or a Takeover Offer in accordance with the relevant provisions of this AgreementAgreement or which reflect the requirements of the terms of this Agreement and the manner in which the Target Acquisition may be effected, including without limitation, Section 3.02(e). After having launched a Takeover Offer, the Parent Guarantor, the Borrower or any Acquisition Co shall also be entitled to effect the Target Acquisition by way of an alternative takeover offer (an “Alternative Offer”), which may replace or run alongside the original Takeover Offer (the “Original Offer”). The Parent Guarantor, the Borrower or any Acquisition Co shall ensure that (A) the terms and conditions of any Alternative Offer shall include the Acceptance Condition and (B) the conditions to be satisfied in connection with any Alternative Offer are otherwise consistent with those applicable to the Original Offer, in each case other than changes that could have been made to the Original Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Target Acquisition may be effected, including without limitation, Section 3.02(e). Where an Alternative Offer is in effect, the provisions of this Agreement which apply to a Takeover Offer shall also apply to an Alternative Offer. (mxi) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Minimum Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon the Parent Guarantor, the Borrower or any Acquisition Co. Co acquiring Target Shares which represent not less than 90% in nominal value of the Target Shares to which the Takeover Offer relates, ensure that notices under Section 979 of the Companies Act Xxx 0000 in respect of Target Shares that the Parent Guarantor, the Borrower or any Acquisition Co has not yet agreed to directly or indirectly acquire are issued. (nxii) In Subject always to the Companies Xxx 0000 and any applicable listing rules, in the case of a Scheme, within 90 days 25 Business Days of the Closing Scheme Effective Date, and if the Scheme has been switched in relation to an a Takeover Offer, within 90 60 days after the later of (i) the Closing Date and (ii) the date upon which the Parent Guarantor, the Borrower or any Acquisition Co. Co owns and/or has agreed to own or acquire and has received valid acceptances (which have not been withdrawn or cancelled) of Target Shares (excluding any shares held in treasury) in respect of, which, when aggregated with all other Target Shares owned by the Parent Guarantor, the Borrower or any Acquisition Co, represent not less than 75% of the all Target SharesShares (excluding any shares held in treasury), procure that such action as is necessary is taken to de-list procure that the Target Shares are removed from the Official List and that trading in the Target Shares on the Main Market of the London stock exchange Stock Exchange is cancelled and as soon as reasonably practicable thereafter, use its reasonable endeavours to re-register procure that the Target is re- registered as a private limited company. (xiii) In the case of a Scheme, upon the occurrence of the Scheme Effective Date the Parent Guarantor shall beneficially own (directly or indirectly) 100% of the Target Shares. (xiv) Not make any public announcement or public statement (other than in the relevant Scheme Documents and/or Takeover Offer Documents) concerning this Agreement or the Lenders in connection with the financing of the Target Acquisition without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) unless required to do so by the City Code, the Panel, other competent regulatory body or by a court of competent jurisdiction.

The Scheme and Related Matters. The Borrower shall (or shall cause Acquisition Co. its applicable Affiliates to:): (a) Issue the a Press Release or, as the case may be, an Offer Press Announcement, (in the form delivered to the Administrative Agent pursuant to Section 4.01(e), subject to such amendments as are not materially adverse to the interests of the Lenders or have been approved by the Administrative Agent in writing acting reasonably) within two 7 Business Days of the date Effective Date, unless during the Certain Funds Period the Borrower has elected to convert the Target Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Press Release or Offer Press Announcement, as applicable, shall be issued within 7 Business Days of this Agreementsuch conversion) (such issued document, the “Original Press Release” or “Original Offer Press Announcement”, as applicable). (b) Procure Provide evidence that an Initial a Scheme Document Circular or (following if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press ReleaseAnnouncement, as applicable unless, during that period the Borrower has elected to convert the Target Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Scheme Circular or Takeover Offer Document, as applicable, shall be issued and dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press Announcement, as applicable). (c) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel Panel) and all other applicable Laws laws and regulations in relation to any Takeover Offer or Scheme. (d) Ensure Except as consented to by the Administrative Agent in writing and save to the extent that following the issue of a Press Release or an Offer Press Announcement the Borrower elects to proceed with the Target Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Target Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release to which it relates or (ii) following delivery if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent acting reasonably has been given). (e) Ensure that the Scheme Documents or, following delivery if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (f) Except as consented to by the Arrangers in writing, not Not make or approve any increase modification in the proposed price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an a Takeover Offer) above at a price that is different from the price per Target Share stated in the Original Press Release or Original Offer Press Announcement, (as the case may be), unless such increase modification in price is not funded with materially adverse to the proceeds interests of this Facilitythe Lenders (or where the prior written consent of the Administrative Agent has been given). (g) Except as consented to by the Arrangers Administrative Agent in writing, not amend or waive (i) any term of the Acquisition Scheme Documents or the Takeover Offer Documents, as applicable, in a manner which would be reasonably likely to be materially prejudicial adverse to the interests of the Lenders under from those in the Loan DocumentsOriginal Press Release or the Original Offer Press Announcement, as the case may be, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Target Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for , save for, (A) in the case of clause (i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or (B) in the case of clause (ii), a waiver of the Acceptance Condition to permit the Takeover Offer to become unconditional with acceptance of Target Shares (excluding any shares held in an aggregate amount of treasury) which, when aggregated with all Target Shares owned by the Borrower (directly or indirectly), represent not less than 75% of the all Target Shares to (excluding any shares held in treasury) as at the date on which the Takeover Offer relatesis declared unconditional as to acceptances. (h) Not take any action which would require Acquisition Co. the Borrower to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover City Code. (i) Promptly provide Provide the Administrative Agent with copies of each Offer Document and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (j) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Target Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. the Borrower or its Affiliates and the Target with respect to a Schemethe extent material to the interests of the Lenders in relation to the consummation of the Target Acquisition (in each case, upon such documents or agreements being entered into by the Borrower or its Affiliates), and all other material announcements and documents published by the Borrower or delivered by the Borrower to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. the Borrower in connection with an a Takeover Offer or Scheme, in each case to the extent the Borrower, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (l) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa, (which the Borrower shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event”, procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Announcement or Press Release”) , as the case may be, is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers Administrative Agent in writing, ensure that (A) where the Target Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that the board of directors of conditions to be satisfied in connection with the Target is not then recommending such competing offer Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Target Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers or the City Code or are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Target Acquisition may be effected, including without limitation, Section 4.02(e) and including changes to the price per Target Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between the Borrower and the Administrative Agent. (ml) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. the Borrower acquiring Target Shares which represent not less than 90% in nominal value of the Target Shares to which the Takeover Offer relates, ensure that notices under Section 979 of the Companies Act Xxx 0000 in respect of Target Shares that the Borrower has not yet agreed to directly or indirectly acquire are issued. (nm) In the case of a Scheme, within 90 days of the Closing Scheme Effective Date, and if the Scheme has been switched in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. the Borrower (directly or indirectly) owns and/or has agreed to own or acquire and has received valid acceptances (which have not been withdrawn or cancelled) of Target Shares (excluding any shares held in treasury) in respect of, which, when aggregated with all other Target Shares owned by the Borrower (directly or indirectly), represent not less than 75% of the all Target SharesShares (excluding any shares held in treasury), procure that such action as is necessary is taken to de-list cancel trading in the Target Shares from on the Alternative Investment Market of the London stock exchange Stock Exchange (AIM) and as soon as reasonably practicable thereafter, and subject always to the Companies Xxx 0000, use its reasonable endeavours endeavors to re-register the Target as a private limited company. (n) In the case of a Scheme, upon the occurrence of the Scheme Effective Date the Borrower shall beneficially own (directly or indirectly) 100% of the Target Shares.

The Scheme and Related Matters. The Borrower As long as the Acquisition Cancellation does not occur, the Borrowers shall (or shall cause Acquisition Co. the applicable member of the Consolidated Group to:): (ai) Issue the Press Release within two Business Days of the date of this Agreement[reserved]. (bii) Procure Provide evidence that an Initial a Scheme Document Circular or (following if the Shire Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press ReleaseAnnouncement, as applicable unless, during that period AbbVie NewCo or New Foreign HoldCo has elected to convert the Shire Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Scheme Circular or Takeover Offer Document, as applicable) shall be issued and dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press Announcement, as applicable. (ciii) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel Panel) and all other applicable Laws laws and regulations in relation to any Takeover Offer or Scheme. (div) Ensure Except as consented to by the Administrative Agent in writing and save to the extent that following the issue of a Press Release or an Offer Press Announcement AbbVie NewCo or New Foreign HoldCo elects to proceed with the Shire Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Shire Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release to which it relates or (ii) following delivery if the Shire Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (ev) Ensure that the Scheme Documents or, following delivery if the Shire Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (fvi) Not make or approve any modification in the proposed price per Shire Share or make any other acquisition of any Shire Share (including pursuant to a Takeover Offer) at a price that is different from the price per Shire Share stated in the Original Press Release, unless such modification in price is not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (vii) Except as consented to by the Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except as consented to by the Arrangers Administrative Agent in writing, not amend or waive (i) any term of the Acquisition Scheme Documents or the Takeover Offer Documents, as applicable, in a manner which would be reasonably likely to be materially prejudicial adverse to the interests of the Lenders under from those in the Loan DocumentsOriginal Press Release, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Shire Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for , save for, (A) in the case of clause (i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or (B) in the case of clause (ii), a waiver of the Acceptance Condition to permit the Takeover Offer to become unconditional with acceptance of Target Shire Shares (excluding any shares held in an aggregate amount of treasury) which, when aggregated with all Shire Shares owned by AbbVie NewCo (directly or indirectly), represent not less than 75662/3% of all Shire Shares (excluding any shares held in treasury) as at the Target Shares to date on which the Takeover Offer relatesis declared unconditional as to acceptances. (hviii) Not take any action which would require Acquisition Co. AbbVie NewCo to make a mandatory offer for the Target Shire Shares in accordance with Rule 9 of the Takeover City Code. (iix) Promptly provide Provide the Administrative Agent with copies of each Offer Document and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (jx) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Shire Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. a Borrower or its Affiliates and Shire to the Target with respect extent material to the interests of the Lenders in relation to the consummation of the Acquisitions (in each case, upon such documents or agreements being entered into by a Schememember of the Consolidated Group), and all other material announcements and documents published by AbbVie NewCo or New Foreign HoldCo or delivered by AbbVie NewCo or New Foreign HoldCo to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. AbbVie NewCo or New Foreign HoldCo in connection with an a Takeover Offer or Scheme, in each case to the extent AbbVie NewCo or New Foreign HoldCo, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lxi) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa, (which AbbVie NewCo or New Foreign HoldCo shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event”, procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Announcement or Press Release”) , as the case may be, is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers Administrative Agent in writing, ensure that (A) where the Shire Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that conditions to be satisfied in connection with the board of directors of the Target is not then recommending such competing offer Shire Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Shire Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers or the City Code or are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Shire Acquisition may be effected, including changes to the price per Target Shire Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between AbbVie NewCo and/or AbbVie and the Administrative Agent. (mxii) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. AbbVie NewCo or New Foreign HoldCo acquiring Shire Shares which represent not less than 90% in nominal value of the Target Shire Shares to which the Takeover Offer relates, ensure that notices under Section 979 Article 117 of the Jersey Companies Act Law in respect of Target Shire Shares that AbbVie NewCo has not yet agreed to directly or indirectly acquire are issued. (nxiii) In the case of a Scheme, within 90 days of the Closing Scheme Effective Date, and if the Scheme has been switched in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. AbbVie NewCo (directly or indirectly) owns and/or has agreed to own or acquire and has received valid acceptances (which have not been withdrawn or cancelled) of Shire Shares (excluding any shares held in treasury) in respect of, which, when aggregated with all other Shire Shares owned by AbbVie NewCo (directly or indirectly), represent not less than 75% of the Target Sharesall Shire Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to de-list the Target Shire Shares from the Official List of the Financial Conduct Authority and to cancel trading in the Shire Shares on the main market for listed securities of the London stock exchange and as soon as reasonably practicable thereafter, and subject always to the Jersey Companies Law, use its reasonable endeavours endeavors to re-register the Target Shire as a private limited company. (xiv) In the case of a Scheme, upon the occurrence of the Scheme Effective Date AbbVie NewCo shall own (directly or indirectly) 100% of the Shire Shares.

The Scheme and Related Matters. The Borrower shall (or shall cause Acquisition Co. the applicable member of the Consolidated Group to:): (ai) Issue the Press Release within two Business Days of the date of this Agreement[reserved]. (bii) Procure Provide evidence that an Initial a Scheme Document Circular or (following if the Shire Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press ReleaseAnnouncement, as applicable unless, during that period AbbVie NewCo or New Foreign HoldCo has elected to convert the Shire Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Scheme Circular or Takeover Offer Document, as applicable) shall be issued and dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press Announcement, as applicable. (ciii) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel Panel) and all other applicable Laws laws and regulations in relation to any Takeover Offer or Scheme. (div) Ensure Except as consented to by the Administrative Agent in writing and save to the extent that following the issue of a Press Release or an Offer Press Announcement AbbVie NewCo or New Foreign HoldCo elects to proceed with the Shire Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Shire Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release to which it relates or (ii) following delivery if the Shire Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (ev) Ensure that the Scheme Documents or, following delivery if the Shire Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (fvi) Not make or approve any modification in the proposed price per Shire Share or make any other acquisition of any Shire Share (including pursuant to a Takeover Offer) at a price that is different from the price per Shire Share stated in the Original Press Release, unless such modification in price is not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (vii) Except as consented to by the Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except as consented to by the Arrangers Administrative Agent in writing, not amend or waive (i) any term of the Acquisition Scheme Documents or the Takeover Offer Documents, as applicable, in a manner which would be reasonably likely to be materially prejudicial adverse to the interests of the Lenders under from those in the Loan DocumentsOriginal Press Release, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Shire Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for , save for, (A) in the case of clause (i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or (B) in the case of clause (ii), a waiver of the Acceptance Condition to permit the Takeover Offer to become unconditional with acceptance of Target Shire Shares (excluding any shares held in an aggregate amount of treasury) which, when aggregated with all Shire Shares owned by AbbVie NewCo (directly or indirectly), represent not less than 75662/3% of all Shire Shares (excluding any shares held in treasury) as at the Target Shares to date on which the Takeover Offer relatesis declared unconditional as to acceptances. (hviii) Not take any action which would require Acquisition Co. AbbVie NewCo to make a mandatory offer for the Target Shire Shares in accordance with Rule 9 of the Takeover City Code. (iix) Promptly provide Provide the Administrative Agent with copies of each Offer Document and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (jx) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Shire Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. the Borrower or its Affiliates and Shire to the Target with respect extent material to the interests of the Lenders in relation to the consummation of the Acquisitions (in each case, upon such documents or agreements being entered into by a Schememember of the Consolidated Group), and all other material announcements and documents published by AbbVie NewCo or New Foreign HoldCo or delivered by AbbVie NewCo or New Foreign HoldCo to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. AbbVie NewCo or New Foreign HoldCo in connection with an a Takeover Offer or Scheme, in each case to the extent AbbVie NewCo or New Foreign HoldCo, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lxi) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa, (which AbbVie NewCo or New Foreign HoldCo shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event”, procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Announcement or Press Release”) , as the case may be, is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers Administrative Agent in writing, ensure that (A) where the Shire Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that conditions to be satisfied in connection with the board of directors of the Target is not then recommending such competing offer Shire Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Shire Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers or the City Code or are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Shire Acquisition may be effected, including without limitation, Section 3.02(e) and including changes to the price per Target Shire Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between AbbVie NewCo and/or AbbVie and the Administrative Agent. (mxii) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. AbbVie NewCo or New Foreign HoldCo acquiring Shire Shares which represent not less than 90% in nominal value of the Target Shire Shares to which the Takeover Offer relates, ensure that notices under Section 979 Article 117 of the Jersey Companies Act Law in respect of Target Shire Shares that AbbVie NewCo has not yet agreed to directly or indirectly acquire are issued. (nxiii) In the case of a Scheme, within 90 days of the Closing Scheme Effective Date, and if the Scheme has been switched in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. AbbVie NewCo (directly or indirectly) owns and/or has agreed to own or acquire and has received valid acceptances (which have not been withdrawn or cancelled) of Shire Shares (excluding any shares held in treasury) in respect of, which, when aggregated with all other Shire Shares owned by AbbVie NewCo (directly or indirectly), represent not less than 75% of the Target Sharesall Shire Shares (excluding any shares held in treasury), procure that such action as is necessary is taken to de-list the Target Shire Shares from the Official List of the Financial Conduct Authority and to cancel trading in the Shire Shares on the main market for listed securities of the London stock exchange and as soon as reasonably practicable thereafter, and subject always to the Jersey Companies Law, use its reasonable endeavours endeavors to re-register the Target Shire as a private limited company. (xiv) In the case of a Scheme, upon the occurrence of the Scheme Effective Date AbbVie NewCo shall own (directly or indirectly) 100% of the Shire Shares.

The Scheme and Related Matters. The Borrower shall (or shall cause Acquisition Co. the applicable member of the Consolidated Group to:): (ai) Issue the a Press Release or, as the case may be, an Offer Press Announcement, (in the form delivered to the Administrative Agent pursuant to Section 3.01(e), subject to such amendments as are not materially adverse to the interests of the Lenders or have been approved by the Administrative Agent in writing) within two 3 Business Days of the date of this AgreementEffective Date (such issued document, the “Original Press Release” or “Original Offer Press Announcement,” as applicable). (bii) Procure Provide evidence that an Initial a Scheme Document Circular or (following if the Synergy Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press ReleaseAnnouncement, as applicable unless, during that period New HoldCo has elected to convert the Synergy Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Scheme Circular or Takeover Offer Document, as applicable) shall be issued and dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press Announcement, as applicable. (ciii) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel Panel) and all other applicable Laws laws and regulations in relation to any Takeover Offer or Scheme. (div) Ensure Except as consented to by the Administrative Agent in writing and save to the extent that following the issue of a Press Release or an Offer Press Announcement New HoldCo elects to proceed with the Synergy Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Synergy Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release to which it relates or (ii) following delivery if the Synergy Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (ev) Ensure that the Scheme Documents or, following delivery if the Synergy Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (fvi) Not make or approve any increase in the Cash Consideration per Synergy Share or make any acquisition of any Synergy Share (including pursuant to a Takeover Offer) at a price that is higher than the price per Synergy Share stated in the Original Press Release or Original Offer Press Announcement, (as the case may be), unless such increase in price is not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given); provided, however, that any increase in the Cash Consideration composed of Equity Interests of New HoldCo shall not be deemed to be materially adverse to the interests of the Lenders. (vii) Except as consented to by the Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except as consented to by the Arrangers Administrative Agent in writing, not amend or waive (i) any term of the Acquisition Scheme Documents or the Takeover Offer Documents, as applicable, in a manner which would be reasonably likely to be materially prejudicial adverse to the interests of the Lenders under from those in the Loan DocumentsOriginal Press Release or the Original Offer Press Announcement, as the case may be, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Synergy Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for , save for, in the case of clause (A) i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or (B) a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares to which the Offer relatesbody. (hviii) Not take any action which would require Acquisition Co. New HoldCo to make a mandatory offer for the Target Synergy Shares in accordance with Rule 9 of the Takeover City Code. (iix) Promptly provide Provide the Administrative Agent with copies of each Offer Document and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (jx) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Synergy Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. the Borrower or its Affiliates and Synergy to the Target with respect extent material to the interests of the Lenders in relation to the consummation of the Acquisitions (in each case, upon such documents or agreements being entered into by a Schememember of the Consolidated Group), and all other material announcements and documents published by New HoldCo or delivered by New HoldCo to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. New HoldCo in connection with an a Takeover Offer or Scheme, in each case to the extent New HoldCo, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lxi) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa, (which New HoldCo shall be entitled to do on multiple occasions; provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event,” procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Announcement or Press Release”) , as the case may be, is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers Administrative Agent in writing, ensure that (A) where the Synergy Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that conditions to be satisfied in connection with the board of directors of the Target is not then recommending such competing offer Synergy Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Synergy Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers Panel, the City Code or the Court or that are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Synergy Acquisition may be effected, including without limitation, Section 3.02(e) and including changes to the price per Target Synergy Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between New HoldCo and/or STERIS and the Administrative Agent. (mxii) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. New HoldCo acquiring Synergy Shares which represent not less than 90% in nominal value of the Target Synergy Shares to which the Takeover Offer relates, ensure that that, within the time limits required under the UK Companies Act, notices under Section section 979 of the UK Companies Act in respect of Target Synergy Shares that New HoldCo has not yet agreed to directly or indirectly acquire are issued. (nxiii) In the case of a Scheme, within 90 days of the Closing Date, and if after the Scheme has been switched Effective Date and, in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. owns 75% of the Target SharesDate, procure that such action as is necessary is taken to de-list the Target Synergy Shares from the Official List of the Financial Conduct Authority and to cancel trading in the Synergy Shares on the main market for listed securities of the London stock exchange and as soon as reasonably practicable thereafter, and subject always to the UK Companies Act, use its reasonable endeavours endeavors to re-register the Target Synergy as a private limited company. (xiv) In the case of a Scheme, upon the occurrence of the Scheme Effective Date New HoldCo shall own (directly or indirectly) 100% of the Synergy Shares.

The Scheme and Related Matters. The Borrower Reporting Entity shall (or shall cause Acquisition Co. the applicable member of the Consolidated Group to:): (ai) Issue the Press Release within two Business Days of the date of this Agreement[Reserved]. (bii) Procure Provide evidence that an Initial a Scheme Document Circular or (following if the Synergy Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of a Press Release or Offer Press Announcement, as applicable unless, during that period New HoldCo has elected to convert the Synergy Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Scheme Circular or Takeover Offer Document, as applicable shall be issued and dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the relevant Press Release or Offer Press ReleaseAnnouncement, as applicable). (ciii) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel Panel) and all other applicable Laws laws and regulations in relation to any Takeover Offer or Scheme. (div) Ensure Except as consented to by the Administrative Agent in writing and save to the extent that following the issue of a Press Release or an Offer Press Announcement New HoldCo elects to proceed with the Synergy Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Synergy Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release to which it relates or (ii) following delivery if the Synergy Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (ev) Ensure that the Scheme Documents or, following delivery if the Synergy Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (fvi) Not make or approve any increase in the Cash Consideration per Synergy Share or make any acquisition of any Synergy Share (including pursuant to a Takeover Offer) at a price that is higher than the price per Synergy Share stated in the Original Press Release, unless such increase in price is not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given); provided, however, that any increase in the Cash Consideration composed of Equity Interests of New HoldCo shall not be deemed to be materially adverse to the interests of the Lenders. (vii) Except as consented to by the Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except as consented to by the Arrangers Administrative Agent in writing, not amend or waive (i) any term of the Acquisition Scheme Documents or the Takeover Offer Documents, as applicable, in a manner which would be reasonably likely to be materially prejudicial adverse to the interests of the Lenders under from those in the Loan DocumentsOriginal Press Release, as the case may be, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Synergy Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for , save for, in the case of clause (A) i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or (B) a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares to which the Offer relatesbody. (hviii) Not take any action which would require Acquisition Co. New HoldCo to make a mandatory offer for the Target Synergy Shares in accordance with Rule 9 of the Takeover City Code. (iix) Promptly provide Provide the Administrative Agent with copies of each Offer Document and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (jx) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Synergy Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. a Borrower or its Affiliates and Synergy to the Target with respect extent material to the interests of the Lenders in relation to the consummation of the Acquisitions (in each case, upon such documents or agreements being entered into by a Schememember of the Consolidated Group), and all other material announcements and documents published by New HoldCo or delivered by New HoldCo to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. New HoldCo in connection with an a Takeover Offer or Scheme, in each case to the extent New HoldCo, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lxi) In the event that the a Scheme is switched to an Offer, a Takeover Offer or vice versa (i) within 15 Business Days procure which New HoldCo shall be entitled to do on multiple occasions; provided that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed it complies with the Offer (the “Offer Press Release”) is issuedterms of this Agreement), (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers Administrative Agent in writing, ensure that (A) where the Synergy Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that conditions to be satisfied in connection with the board of directors of the Target is not then recommending such competing offer Synergy Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Synergy Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers Panel, the City Code or the Court or that are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Synergy Acquisition may be effected, including without limitation, Section 3.02(e) and including changes to the price per Target Synergy Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between New HoldCo and/or STERIS and the Administrative Agent. (mxii) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. New HoldCo acquiring Synergy Shares which represent not less than 90% in nominal value of the Target Synergy Shares to which the Takeover Offer relates, ensure that that, within the time limits required under the UK Companies Act, notices under Section section 979 of the UK Companies Act in respect of Target Synergy Shares that New HoldCo has not yet agreed to directly or indirectly acquire are issued. (nxiii) In the case of a Scheme, within 90 days of the Closing Date, and if after the Scheme has been switched Effective Date and, in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. owns 75% of the Target SharesDate, procure that such action as is necessary is taken to de-list the Target Synergy Shares from the Official List of the Financial Conduct Authority and to cancel trading in the Synergy Shares on the main market for listed securities of the London stock exchange and as soon as reasonably practicable thereafter, and subject always to the UK Companies Act, use its reasonable endeavours endeavors to re-register the Target Synergy as a private limited company. (xiv) In the case of a Scheme, upon the occurrence of the Scheme Effective Date New HoldCo shall own (directly or indirectly) 100% of the Synergy Shares.

The Scheme and Related Matters. The Borrower Reporting Entity shall (or shall cause Acquisition Co. the applicable member of the Consolidated Group to:): (ai) Issue the Press Release within two Business Days of the date of this Agreement[Reserved]. (bii) Procure Provide evidence that an Initial a Scheme Document Circular or (following if the Synergy Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of a Press Release or Offer Press Announcement, as applicable unless, during that period New HoldCo has elected to convert the Synergy Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Scheme Circular or Takeover Offer Document, as applicable shall be issued and dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the relevant Press Release or Offer Press ReleaseAnnouncement, as applicable). (ciii) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel Panel) and all other applicable Laws laws and regulations in relation to any Takeover Offer or Scheme. (div) Ensure Except as consented to by the Administrative Agent in writing and save to the extent that following the issue of a Press Release or an Offer Press Announcement New HoldCo elects to proceed with the Synergy Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Synergy Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release to which it relates or (ii) following delivery if the Synergy Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (ev) Ensure that the Scheme Documents or, following delivery if the Synergy Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (fvi) Not make or approve any increase in the Cash Consideration per Synergy Share or make any acquisition of any Synergy Share (including pursuant to a Takeover Offer) at a price that is higher than the price per Synergy Share stated in the Original Press Release, unless such increase in price is not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given); provided, however, that any increase in the Cash Consideration composed of Equity Interests of New HoldCo shall not be deemed to be materially adverse to the interests of the Lenders. (vii) Except as consented to by the Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except as consented to by the Arrangers Administrative Agent in writing, not amend or waive (i) any term of the Acquisition Scheme Documents or the Takeover Offer Documents, as applicable, in a manner which would be reasonably likely to be materially prejudicial adverse to the interests of the Lenders under from those in the Loan DocumentsOriginal Press Release, as the case may be, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Synergy Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for , save for, in the case of clause (A) i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or (B) a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares to which the Offer relatesbody. (hviii) Not take any action which would require Acquisition Co. New HoldCo to make a mandatory offer for the Target Synergy Shares in accordance with Rule 9 of the Takeover City Code. (iix) Promptly provide Provide the Administrative Agent with copies of each Offer Document and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (jx) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Synergy Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. a Borrower or its Affiliates and Synergy to the Target with respect extent material to the interests of the Lenders in relation to the consummation of the Acquisitions (in each case, upon such documents or agreements being entered into by a Schememember of the Consolidated Group), and all other material announcements and documents published by New HoldCo or delivered by New HoldCo to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. New HoldCo in connection with an a Takeover Offer or Scheme, in each case to the extent New HoldCo, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lxi) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa, (i) within 15 Business Days procure which New HoldCo shall be entitled to do on multiple occasions; provided that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed it complies with the Offer (the “Offer Press Release”) is issuedterms of this Agreement), (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers Administrative Agent in writing, ensure that (A) where the Synergy Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that conditions to be satisfied in connection with the board of directors of the Target is not then recommending such competing offer Synergy Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Synergy Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers Panel, the City Code or the Court or that are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Synergy Acquisition may be effected, including without limitation, Section 3.02(e) and including changes to the price per Target Synergy Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between New HoldCo and/or STERIS and the Administrative Agent. (mxii) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. New HoldCo acquiring Synergy Shares which represent not less than 90% in nominal value of the Target Synergy Shares to which the Takeover Offer relates, ensure that that, within the time limits required under the UK Companies Act, notices under Section section 979 of the UK Companies Act in respect of Target Synergy Shares that New HoldCo has not yet agreed to directly or indirectly acquire are issued. (nxiii) In the case of a Scheme, within 90 days of the Closing Date, and if after the Scheme has been switched Effective Date and, in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. owns 75% of the Target SharesDate, procure that such action as is necessary is taken to de-list the Target Synergy Shares from the Official List of the Financial Conduct Authority and to cancel trading in the Synergy Shares on the main market for listed securities of the London stock exchange and as soon as reasonably practicable thereafter, and subject always to the UK Companies Act, use its reasonable endeavours endeavors to re-register the Target Synergy as a private limited company. (xiv) In the case of a Scheme, upon the occurrence of the Scheme Effective Date New HoldCo shall own (directly or indirectly) 100% of the Synergy Shares.

The Scheme and Related Matters. The Borrower shall cause Acquisition Co. toFor so long as Bidco continues to proceed with the Scheme, the Company shall: (a) Issue Cause the Press Release within two Business Days of the date of this Agreement. (b) Procure that an Initial Scheme Document or (following a Conversion Notice) an Initial Offer Document is issued to be proposed on terms and despatched as soon as practicable and in any event within 28 days after the issuance of the Press Release or Offer Press Release, as applicable. (c) Comply conditions consistent in all material respects with those specified in the Takeover Code, subject Scheme Press Release and cause the Scheme Documents to any waivers granted by the Panel reflect such terms and all other applicable Laws and regulations in relation to any Offer or Scheme. (d) Ensure that the (i) Initial Scheme Document corresponds conditions in all material respects to save as required by the terms and conditions Takeover Panel or by any court; (b) Except with the consent of the Scheme as contained in the Press Release or (ii) following delivery of a Conversion NoticeRequired Lenders, the Initial Offer Document corresponds in all material respects to the terms and conditions of the Offer as contained in the Offer Press Release.not: (e1) Ensure that the Scheme Documents or, following delivery of a Conversion Notice, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Offer, as applicable. (f) Except as consented to by the Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Scheme Press Release unless Release; or (2) amend, vary, supplement or waive conditions (a) to (c) contained in the Scheme Press Release; provided that if circumstances arise where the Takeover Panel would allow reliance by the Company on any other condition of the Scheme so as to permit the Company to withdraw from the Scheme, not waive such increase condition without obtaining the consent of the Required Lenders; (c) Notify the Agent as soon as reasonably practical after it becomes aware of any circumstance or event which would entitle Bidco to withdraw from the Scheme in price is not funded accordance with the proceeds of this Facility. (g) Except as consented Takeover Code, and in such circumstance, if the Required Lenders shall reasonably request, cause Bidco to by the Arrangers in writing, not amend or waive (i) any term of the Acquisition Documents in a manner which would be reasonably likely to be materially prejudicial make such representations to the interests Takeover Panel or the court, as applicable, on behalf of the Lenders under as the Loan Documents, (ii) Required Lenders shall request with a view to obtaining the Anti-Trust Condition or, if the Scheme has been switched to an Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for (A) any amendment or waiver required by the Panel on Takeovers and Mergers, a court or any other applicable Law, regulation or regulatory body or (B) a waiver of the Acceptance Condition Takeover Panel to permit Bidco to invoke the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares to which the Offer relates.relevant condition; (hd) Not take Take any action which would require Acquisition Co. result in the Company or any of its Subsidiaries being obliged to make a mandatory an offer for to the shareholders of Target Shares in accordance with under Rule 9 of the Takeover Code.; (ie) Promptly provide Take any other steps necessary to ensure that the Administrative Scheme Press Release, the Scheme Document and the implementation of the Scheme comply in all material respects with all material applicable consents, laws and regulations (including, without limitation, the Companies Xxx 0000, the Financial Services and Markets Xxx 0000 of England and Wales and the Takeover Code, subject to any applicable waivers by the Takeover Panel); (f) Provide updates from time to time to the Agent with such information as it may reasonably request regarding to the status of the Target Acquisition (including, in the case of an Offer, the current level of acceptances) subject to any confidentiality, regulatory or other restrictions relating to the supply of such information. (j) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the Takeover Code and Scheme Document, any written agreement between Acquisition Co. and the Target progress with respect to a Scheme, all other material announcements the Scheme and documents published or delivered pursuant supply to the Offer or Scheme (other than Agent any updated financial information on the Cash Confirmation) Target and all legally binding agreements entered into by Acquisition Co. in connection with an Offer or Scheme, in each case except its Subsidiaries which becomes available and will promptly give to the extent it is prohibited by law Agent such other information concerning the Scheme or regulation from doing so.otherwise relevant to the Scheme as the Agent may reasonably request; and (kg) Take any other steps necessary or advisable to ensure that, other than the Scheme Press Release, Release and the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries (other than the Acquired Business) in connection with the Scheme or Offer, as applicable, referring to concerning the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and MergersTakeover Panel, any law or regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (l) In the event that the Scheme is switched to an Offer, (i) within 15 Business Days procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Release”) is issued, (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers in writing, ensure that the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, (B) the Anti-Trust Condition, (C) where there is a competing offer, that the board of directors of the Target is not then recommending such competing offer in lieu of the Offer and (D) are otherwise consistent in all material respects with those contained in the Scheme Document (to the extent applicable for an Offer, other than (i) any changes approved by the Panel on Takeovers and Mergers or (ii) changes to the price per Target Share which are made in accordance with the relevant provisions of this Agreement). (m) In the case of an Offer, (i) not declare the Offer unconditional as to acceptances until Acquisition Co. has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, and (ii) promptly upon Acquisition Co. acquiring 90% of the Target Shares to which the Offer relates, ensure that notices under Section 979 of the Companies Act in respect of Target Shares are issued. (n) In the case of a Scheme, within 90 days of the Closing Date, and if the Scheme has been switched to an Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. owns 75% of the Target Shares, procure that such action as is necessary is taken to de-list the Target Shares from the London stock exchange and as soon as reasonably practicable thereafter, use its reasonable endeavours to re-register the Target as a private limited company.

The Scheme and Related Matters. The Borrower shall cause Acquisition Co. to: (a) Issue the Press Release within two Business Days of the date of this Agreement. (b) Procure that an Initial Scheme Document or (following a Conversion Notice) an Initial Offer Document is issued and despatched as soon as practicable and in any event within 28 days after the issuance of the Press Release or Offer Press Release, as applicable. (c) Comply in all material respects with the Takeover Code, subject to any waivers granted by the Panel and all other applicable Laws and regulations in relation to any Offer or Scheme. (d) Ensure that the (i) Initial Scheme Document corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release or (ii) following delivery of a Conversion Notice, the Initial Offer Document corresponds in all material respects to the terms and conditions of the Offer as contained in the Offer Press Release. (e) Ensure that the Scheme Documents or, following delivery of a Conversion Notice, the Offer Documents, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Offer, as applicable. (f) Except as consented to by the Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except as consented to by the Arrangers in writing, not amend or waive (i) any term of the Acquisition Documents in a manner which would be reasonably likely to be materially prejudicial to the interests of the Lenders under the Loan Documents, (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for (A) any amendment or waiver required by the Panel on Takeovers and Mergers, a court or any other applicable Law, regulation or regulatory body or (B) a waiver of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares to which the Offer relates. (h) Not take any action which would require Acquisition Co. to make a mandatory offer for the Target Shares in accordance with Rule 9 of the Takeover Code. (i) Promptly provide the Administrative Agent with such information as it may reasonably request regarding the status of the Target Acquisition (including, in the case of an Offer, the current level of acceptances) subject to any confidentiality, regulatory or other restrictions relating to the supply of such information. (j) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the Takeover Code and Scheme Document, any written agreement between Acquisition Co. and the Target with respect to a Scheme, all other material announcements and documents published or delivered pursuant to the Offer or Scheme (other than the Cash Confirmation) and all legally binding agreements entered into by Acquisition Co. in connection with an Offer or Scheme, in each case except to the extent it is prohibited by law or regulation from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents Agent and the Loan Documents without the prior written consent of the Lenders or the AgentsAgent, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (l) In the event that the Scheme is switched to an Offer, (i) within 15 Business Days procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Release”) is issued, (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers in writing, ensure that the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, (B) the Anti-Trust Condition, (C) where there is a competing offer, that the board of directors of the Target is not then recommending such competing offer in lieu of the Offer and (D) are otherwise consistent in all material respects with those contained in the Scheme Document (to the extent applicable for an Offer, other than (i) any changes approved by the Panel on Takeovers and Mergers or (ii) changes to the price per Target Share which are made in accordance with the relevant provisions of this Agreement). (m) In the case of an Offer, (i) not declare the Offer unconditional as to acceptances until Acquisition Co. has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, and (ii) promptly upon Acquisition Co. acquiring 90% of the Target Shares to which the Offer relates, ensure that notices under Section 979 of the Companies Act in respect of Target Shares are issued. (n) In the case of a Scheme, within 90 days of the Closing Date, and if the Scheme has been switched to an Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. owns 75% of the Target Shares, procure that such action as is necessary is taken to de-list the Target Shares from the London stock exchange and as soon as reasonably practicable thereafter, use its reasonable endeavours to re-register the Target as a private limited company.

The Scheme and Related Matters. The Borrower Company shall (or shall cause Acquisition Co. the applicable member of the Consolidated Group to:): (a) Issue the Press Release or, as the case may be, an Offer Press Announcement (in the form delivered to the Administrative Agent pursuant to Section 4.01(f), subject to such amendments as are not materially adverse to the interests of the Lenders or have been approved by the Administrative Agent in writing) within two three (3) Business Days of the date of this AgreementEffective Date (such issued document, the “Original Press Release” or “Original Offer Press Announcement,” as applicable). (b) Procure Provide evidence that an Initial a Scheme Document Circular or (following if the Perry Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press ReleaseAnnouncement, as applicable. (c) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel Panel) and all other applicable Laws laws and regulations in relation to any Takeover Offer or SchemeScheme where a failure to do so would be materially adverse to the interests of the Lenders or where the prior written consent of the Administrative Agent is given. (d) Ensure Except as consented to by the Administrative Agent in writing, ensure that the (i) Initial if the Perry Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release to which it relates or (ii) following delivery if the Perry Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (e) Ensure that the Scheme Documents or, following delivery if the Perry Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Takeover Offer DocumentsDocument, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (f) Except as consented to by the Arrangers in writing, not Not make or approve any increase in the price Cash Consideration per Target Perry Share at which the Scheme is proposed or make any other acquisition of any Target Perry Share (including pursuant to an a Takeover Offer) above at a price that is higher than the price per Target Perry Share stated in the Original Press Release or Original Offer Press Announcement (as the case may be), unless such increase in price is not funded with materially adverse to the proceeds interests of this Facilitythe Lenders (or where the prior written consent of the Administrative Agent has been given); provided, however, that any increase in the Equity Interest of New HoldCo forming part of the Consideration shall not be deemed to be materially adverse to the interests of the Lenders. (g) Except as consented to by the Arrangers Administrative Agent in writing, not amend or waive (i) any term of the Acquisition Scheme Documents or the Takeover Offer Documents, as applicable, in a manner which would be reasonably likely to be materially prejudicial adverse to the interests of the Lenders under from those in the Loan DocumentsOriginal Press Release or the Original Offer Press Announcement, as the case may be, (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Perry Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for , save for, in the case of clause (A) i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or (Biii) the Company Merger Agreement in a waiver manner materially adverse to the interests of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares to which the Offer relatesLenders. (h) Not take any action which would require Acquisition Co. New HoldCo (or any other member of the Consolidated Group) to make a mandatory offer for the Target Perry Shares in accordance with Rule 9 of the Takeover City Code. (i) Promptly provide the Administrative Agent with copies of each Scheme Document or Offer Document, as applicable, and such information as it may reasonably request regarding and which is within the status of the Target Acquisition (Company’s control including, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (j) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Perry Acquisition is being effected by way of a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. the Borrower or its Affiliates and Perry to the Target with respect extent material to the interests of the Lenders in relation to the consummation of the Acquisitions (in each case, upon such documents or agreements being entered into by a Schememember of the Consolidated Group), and all other material announcements and documents published or delivered by New HoldCo pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. New HoldCo in connection with an a Takeover Offer or Scheme, in each case to the extent New HoldCo, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (l) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa (which New HoldCo shall be entitled to do on multiple occasions; provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event,” procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Announcement or Press Release”) , as the case may be, is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers Administrative Agent in writing, ensure that (A) where the Perry Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that conditions to be satisfied in connection with the board of directors of the Target is not then recommending such competing offer Perry Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Perry Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers Panel, the City Code or the Court or that are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Perry Acquisition may be effected, including without limitation, Section 4.02(e) and including changes to the price per Target Perry Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between New HoldCo and/or the Company and the Administrative Agent. (ml) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. New HoldCo acquiring Perry Shares which represent not less than 90% in nominal value of the Target Perry Shares to which the Takeover Offer relates, ensure that that, within the time limits required under the UK Companies Act, notices under Section section 979 of the UK Companies Act in respect of Target Perry Shares that New HoldCo has not yet agreed to directly or indirectly acquire are issued. (nm) In the case of a Scheme, within 90 days of the Closing Date, and if after the Scheme has been switched Effective Date and, in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Acquisition Co. owns 75% of the Target SharesDate, procure that such action as is necessary is taken to de-list the Target Perry Shares from the Official List of the Financial Conduct Authority and to cancel trading in the Perry Shares on the main market for listed securities of the London stock exchange Stock Exchange and as soon as reasonably practicable thereafter, and subject always to the UK Companies Act, use its reasonable endeavours endeavors to re-register the Target Perry as a private limited company. (n) In the case of a Scheme, upon the occurrence of the Scheme Effective Date New HoldCo shall own (directly or indirectly) 100% of the Perry Shares.

The Scheme and Related Matters. The Borrower shall cause Acquisition Co. to: (ai) Issue the a Press Release or, as the case may be, an Offer Press Announcement (in the form delivered to the Designated Agent pursuant to Section 3.01(d), subject to such amendments as are not Materially Adverse Amendments or have been approved by the Arrangers in writing acting reasonably (such approval not to be unreasonably withheld, delayed or conditioned)) within two 2 Business Days of the date of this AgreementEffective Date (such issued document, the “Original Press Release” or “Original Offer Press Announcement”, as applicable). (bii) Procure Ensure that an Initial a Scheme Document Circular or (following if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press ReleaseAnnouncement, as applicable (or, if there are pre-conditions attached to the Scheme or the Takeover Offer, within 28 days (or such longer period as may be agreed with the Panel) after the satisfaction of such pre-conditions), unless, during that period, the Parent Guarantor, the Borrower or any Acquisition Co has elected to convert the Target Acquisition from a Scheme to a Takeover Offer, or vice versa (in which case the Scheme Circular or Takeover Offer Document, as applicable, shall be issued and dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press Announcement, as applicable) (or, if there are pre-conditions attached to the Scheme or the Takeover Offer, within 28 days (or such longer period as may be agreed with the Panel) after the satisfaction of such pre-conditions). (ciii) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel and all other applicable Laws and regulations Panel) in relation to any Takeover Offer or Scheme. (div) Ensure Except as consented to by the Arrangers in writing (such consent not to be unreasonably withheld, delayed or conditioned) and save to the extent that following the issue of a Press Release or an Offer Press Announcement the Parent Guarantor, the Borrower or any Acquisition Co elects to proceed with the Target Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) Initial if the Target Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Press Release to which it relates or (ii) following delivery if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations which are not Materially Adverse Amendments. (ev) Ensure that the Scheme Documents or, following delivery if the Target Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Offer Documents, provided to the Administrative Agent Documents contain all the material terms and conditions of the Scheme or Takeover Offer, as applicableapplicable and, in the case of a Takeover Offer, ensure that the conditions to the Takeover Offer include an Acceptance Condition set at a level at not less than the Minimum Acceptance Condition. (fvi) Except as consented to by the Arrangers in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except amend, treat as consented to by the Arrangers in writing, not amend satisfied or waive (i) any term or condition of the Acquisition Scheme Documents in or the Takeover Offer Documents (other than the Acceptance Condition), as applicable, other than any such amendment, treatment or waiver which is not a manner which would be reasonably likely to be materially prejudicial to Materially Adverse Amendment, and except as required by the interests City Code or required by the Panel, other competent regulatory body or by a court of the Lenders under the Loan Documentscompetent jurisdiction, or (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Target Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for (A) any amendment or waiver required by the Panel on Takeovers and Mergers, a court or any other applicable Law, regulation or regulatory body or (B) a waiver of the Acceptance Condition to permit if the Offer to become unconditional with acceptance effect of Target Shares in an aggregate amount such amendment, treatment or waiver would be that the Acceptance Condition would be capable of not being satisfied at a level less than 75% of the Target Shares to which the Offer relatesMinimum Acceptance Condition. (hvii) Not take any action action, and procure that none of its Affiliates nor any person acting in concert with it (within the meaning of the City Code) takes any action, which would require Acquisition Co. the Parent Guarantor to make a mandatory offer for the Target Shares in accordance with Rule 9 of the City Code or which would require a change to be made to the terms of the Scheme or the Takeover CodeOffer (as the case may be) pursuant to Rule 6 or Rule 11 of the City Code which change, if made voluntarily, would be a Materially Adverse Amendment. (iviii) Promptly provide Provide the Administrative Designated Agent with copies of each Offer Document and such information as it may reasonably request regarding the status of the Target Acquisition (includingregarding, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (jix) Promptly deliver to the Administrative Designated Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Target Acquisition is being pursued pursuant to a Takeover Code and Scheme DocumentOffer), any written agreement between the Parent Guarantor, the Borrower or any Acquisition Co. Co and the Target with respect to a Schemethe extent material to the interests of the Lenders (as reasonably determined by the Parent Guarantor) in relation to the consummation of the Target Acquisition (in each case, upon such documents or agreements being entered into by the Parent Guarantor, the Borrower or any Acquisition Co), and all other material announcements and documents published by the Parent Guarantor, the Borrower or any Acquisition Co or delivered by the Parent Guarantor, the Borrower or any Acquisition Co to the Panel pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by the Parent Guarantor, the Borrower or any Acquisition Co. Co in connection with an a Takeover Offer or Scheme, in each case to the extent the Parent Guarantor, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lx) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa (which the Parent Guarantor, the Borrower or any Acquisition Co shall be entitled to do on multiple occasions provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event”, procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Announcement or Press Release”) , as the case may be, is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers in writingwriting (such consent not to be unreasonably withheld, delayed or conditioned), ensure that (A) where the Target Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) an Acceptance Condition which is not capable of being satisfied at a level less than the Minimum Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that the board of directors of conditions to be satisfied in connection with the Target is not then recommending such competing offer Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Target Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved by which are not Materially Adverse Amendments or are required to reflect the Panel on Takeovers and Mergers change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the price per Target Share which are made Scheme or a Takeover Offer in accordance with the relevant provisions of this AgreementAgreement or which reflect the requirements of the terms of this Agreement and the manner in which the Target Acquisition may be effected, including without limitation, Section 3.02(e). After having launched a Takeover Offer, the Parent Guarantor, the Borrower or any Acquisition Co shall also be entitled to effect the Target Acquisition by way of an alternative takeover offer (an “Alternative Offer”), which may replace or run alongside the original Takeover Offer (the “Original Offer”). The Parent Guarantor, the Borrower or any Acquisition Co shall ensure that (A) the terms and conditions of any Alternative Offer shall include the Acceptance Condition and (B) the conditions to be satisfied in connection with any Alternative Offer are otherwise consistent with those applicable to the Original Offer, in each case other than changes that could have been made to the Original Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Target Acquisition may be effected, including without limitation, Section 3.02(e). Where an Alternative Offer is in effect, the provisions of this Agreement which apply to a Takeover Offer shall also apply to an Alternative Offer. (mxi) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Minimum Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon the Parent Guarantor, the Borrower or any Acquisition Co. Co acquiring Target Shares which represent not less than 90% in nominal value of the Target Shares to which the Takeover Offer relates, ensure that notices under Section 979 of the Companies Act Xxx 0000 in respect of Target Shares that the Parent Guarantor, the Borrower or any Acquisition Co has not yet agreed to directly or indirectly acquire are issued. (nxii) In Subject always to the Companies Xxx 0000 and any applicable listing rules, in the case of a Scheme, within 90 days 25 Business Days of the Closing Scheme Effective Date, and if the Scheme has been switched in relation to an a Takeover Offer, within 90 60 days after the later of (i) the Closing Date and (ii) the date upon which the Parent Guarantor, the Borrower or any Acquisition Co. Co owns and/or has agreed to own or acquire and has received valid acceptances (which have not been withdrawn or cancelled) of Target Shares (excluding any shares held in treasury) in respect of, which, when aggregated with all other Target Shares owned by the Parent Guarantor, the Borrower or any Acquisition Co, represent not less than 75% of the all Target SharesShares (excluding any shares held in treasury), procure that such action as is necessary is taken to de-list procure that the Target Shares are removed from the Official List and that trading in the Target Shares on the Main Market of the London stock exchange Stock Exchange is cancelled and as soon as reasonably practicable thereafter, use its reasonable endeavours to procure that the Target is re-register the Target registered as a private limited company. (xiii) In the case of a Scheme, upon the occurrence of the Scheme Effective Date the Parent Guarantor shall beneficially own (directly or indirectly) 100% of the Target Shares. (xiv) Not make any public announcement or public statement (other than in the relevant Scheme Documents and/or Takeover Offer Documents) concerning this Agreement or the Lenders in connection with the financing of the Target Acquisition without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) unless required to do so by the City Code, the Panel, other competent regulatory body or by a court of competent jurisdiction.

The Scheme and Related Matters. The Borrower Company shall (or shall cause Acquisition Co. the applicable member of the Consolidated Group to:): (a) Issue the Press Release within two Business Days of the date of this Agreement. (b) Procure Provide evidence that an Initial a Scheme Document Circular or (following if the Pace Acquisition is effected by way of a Conversion NoticeTakeover Offer) an Initial a Takeover Offer Document is issued and despatched dispatched as soon as is reasonably practicable and in any event within 28 days (or such longer period as may be agreed with the Panel) after the issuance of the Press Release or Offer Press ReleaseAnnouncement, as applicable. (cb) Comply in all material respects with the Takeover Code, City Code (subject to any waivers or dispensations granted by the Panel Panel) and all other applicable Laws laws and regulations in relation to any Takeover Offer or SchemeScheme where a failure to do so would be materially adverse to the interests of the Lenders or where the prior written consent of the Administrative Agent is given. (dc) Ensure Except as consented to by the Administrative Agent in writing, ensure that the (i) Initial if the Pace Acquisition is effected by way of a Scheme, the Scheme Document Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Offer Press Release Announcement to which it relates or (ii) following delivery if the Pace Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Initial Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the corresponding Offer Press ReleaseAnnouncement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations required by the Panel or which are not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given). (ed) Ensure that the Scheme Documents or, following delivery if the Pace Acquisition is effected by way of a Conversion NoticeTakeover Offer, the Takeover Offer DocumentsDocument, provided to the Administrative Agent contain all the material terms and conditions of the Scheme or Takeover Offer, as at that date, as applicable. (e) Not make or approve any increase in the Cash Consideration per Pace Share or make any acquisition of any Pace Share (including pursuant to a Takeover Offer) at a price that is higher than the price per Pace Share stated in the Original Press Release or Original Offer Press Announcement (as the case may be), unless such increase in price is not materially adverse to the interests of the Lenders (or where the prior written consent of the Administrative Agent has been given); provided, however, that any increase in the Equity Interest of New HoldCo forming part of the Consideration shall not be deemed to be materially adverse to the interests of the Lenders. (f) Except as consented to by the Arrangers in writing, not make or approve any increase in the price per Target Share at which the Scheme is proposed or make any other acquisition of any Target Share (including pursuant to an Offer) above the price per Target Share stated in the Press Release unless such increase in price is not funded with the proceeds of this Facility. (g) Except as consented to by the Arrangers Administrative Agent in writing, not amend or waive (i) any term of the Acquisition Scheme Documents or the Takeover Offer Documents, as applicable, in a manner which would be reasonably likely to be materially prejudicial adverse to the interests of the Lenders under from those in the Loan DocumentsOriginal Press Release or the Original Offer Press Announcement, as the case may be, (ii) the Anti-Trust Condition or, if the Scheme has been switched to an Pace Acquisition is proceeding as a Takeover Offer, (iii) the Acceptance Condition; provided that no such written consent shall be required for , save for, in the case of clause (A) i), any amendment or waiver required by the Panel on Takeovers and MergersPanel, the City Code, a court or any other applicable Lawlaw, regulation or regulatory body or (Biii) the Company Merger Agreement in a waiver manner materially adverse to the interests of the Acceptance Condition to permit the Offer to become unconditional with acceptance of Target Shares in an aggregate amount of not less than 75% of the Target Shares to which the Offer relatesLenders. (hg) Not take any action which would require Acquisition Co. New HoldCo (or any other member of the Consolidated Group) to make a mandatory offer for the Target Pace Shares in accordance with Rule 9 of the Takeover City Code. (ih) Promptly provide the Administrative Agent with copies of each Scheme Document or Offer Document, as applicable, and such information as it may reasonably request regarding and which is within the status of the Target Acquisition (Company’s control including, in the case of an a Takeover Offer, the current level of acceptances) acceptances subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of such information. (ji) Promptly deliver to the Administrative Agent copies of each Offer Document, the receiving agent engagement letter, the receiving agent certificate issued under Rule 10 of the City Code (where the Pace Acquisition is being effected by way of a Takeover Code and Scheme DocumentOffer), any written agreement between Acquisition Co. the Company or its Affiliates and Pace to the Target with respect extent material to the interests of the Lenders in relation to the consummation of the Acquisitions (in each case, upon such documents or agreements being entered into by a Schememember of the Consolidated Group), and all other material announcements and documents published or delivered by New HoldCo pursuant to the Takeover Offer or Scheme (other than the Cash Confirmationcash confirmation) and all legally binding agreements entered into by Acquisition Co. New HoldCo in connection with an a Takeover Offer or Scheme, in each case to the extent New HoldCo, acting reasonably, anticipates they will be material to the interests of the Lenders in connection with the Transactions, except to the extent it is prohibited by law legal (including contractual) or regulation regulatory obligations from doing so. (k) Take any other steps necessary or advisable to ensure that, other than the Press Release, the Offer Press Release, the Initial Scheme Document or the Initial Offer Document, as applicable, no public statement is made by it or any of its Subsidiaries in connection with the Scheme or Offer, as applicable, referring to the Lenders or the Agents and the Loan Documents without the prior written consent of the Lenders or the Agents, as applicable (not to be unreasonably withheld), unless required to do so by the Takeover Code, Panel on Takeovers and Mergers, any regulation, any applicable stock exchange or any applicable government or other relevant regulatory authority. (lj) In the event that the a Scheme is switched to an Offera Takeover Offer or vice versa (which New HoldCo shall be entitled to do on multiple occasions; provided that it complies with the terms of this Agreement), (i) within 15 Business Days the applicable time periods provided in the definition of “Mandatory Cancellation Event,” procure that a press release announcing, in compliance with Rule 2.7 of the Takeover Code, a firm intention to proceed with the Offer (the “Offer Press Release”) Announcement is issued, and (ii) deliver to the Administrative Agent (A) a Conversion Notice and (B) the Offer Press Release and (iii) except as consented to by the Arrangers Administrative Agent in writing, ensure that (A) where the Pace Acquisition is then proceeding by way of a Takeover Offer, the terms and conditions contained in the Offer Document include (A) the Acceptance Condition, Condition and (B) the Anti-Trust Condition, (C) where there is a competing offer, that conditions to be satisfied in connection with the board of directors of the Target is not then recommending such competing offer Pace Acquisition and contained in lieu of the Offer and Documents or the Scheme Documents (Dwhichever is applicable) are otherwise consistent in all material respects with those contained in the Offer Documents or Scheme Document Documents (whichever applied to the immediately preceding manner in which it was proposed that the Pace Acquisition would be effected) (to the extent applicable for an Offerthe legal form of a Takeover Offer or Scheme, as the case may be), in each case other than (i) in the case of clause (B), any changes approved permitted or required by the Panel on Takeovers and Mergers Panel, the City Code or the Court or that are required to reflect the change in legal form to a Takeover Offer or Scheme or (ii) changes that could have been made to the Scheme or a Takeover Offer in accordance with the relevant provisions of this Agreement or which reflect the requirements of the terms of this Agreement and the manner in which the Pace Acquisition may be effected, including without limitation, Section 4.02(e) and including changes to the price per Target Pace Share which are made in accordance with the relevant provisions of this Agreement)Agreement or any other agreement between New HoldCo and/or the Company and the Administrative Agent. (mk) In the case of an a Takeover Offer, (i) not declare the Takeover Offer unconditional as to acceptances until Acquisition Co. the Acceptance Condition has received valid acceptances of Target Shares in respect of an aggregate amount of not less than 75% of the Target Shares, been satisfied and (ii) promptly upon Acquisition Co. New HoldCo acquiring Pace Shares which represent not less than 90% in nominal value of the Target Pace Shares to which the Takeover Offer relates, ensure that that, within the time limits required under the UK Companies Act, notices under Section section 979 of the UK Companies Act in respect of Target Pace Shares that New HoldCo has not yet agreed to directly or indirectly acquire are issued. (nl) In the case of a Scheme, within 90 days of the Closing Date, and if after the Scheme has been switched Effective Date and, in relation to an a Takeover Offer, within 90 days after the later of (i) the Closing Date and (ii) the date upon which Pace Acquisition Co. owns 75% of the Target SharesDate, procure that such action as is necessary is taken to de-list the Target Pace Shares from the Official List of the Financial Conduct Authority and to cancel trading in the Pace Shares on the main market for listed securities of the London stock exchange Stock Exchange and as soon as reasonably practicable thereafter, and subject always to the UK Companies Act, use its reasonable endeavours endeavors to re-register the Target Pace as a private limited company. (m) In the case of a Scheme, upon the occurrence of the Scheme Effective Date New HoldCo shall own (directly or indirectly) 100% of the Pace Shares.