Common use of WARRANTIES AND UNDERTAKINGS Clause in Contracts

WARRANTIES AND UNDERTAKINGS. 10.1 Each of the parties warrants to the other on the date of this Agreement that: 10.1.1 it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and 10.1.3 the execution and delivery of, and performance of its obligations under, this Agreement shall not: (a) result in a breach of any provision of its constitutional documents; (b) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) to which it is a party or by which it is bound; or (c) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound. 10.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 Bidco warrants to GCP that, as at the date of the Agreement: 10.3.1 no shareholder resolution of Bidco is required to implement the Transaction; and 10.3.2 it is not aware of any matter or circumstance which would or could reasonably be expected to result in any of the Conditions not being satisfied. 10.4 Bidco acknowledges and agrees that any information and/or assistance provided by any of the GCP Directors, officers, employees or advisers (each a “GCP Representative”) to it and/or any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant to the obligations of GCP or any member of the GCP Group under or otherwise in connection with this Agreement; or (ii) in connection with the Transaction, shall in each case be (and have been) given on the basis that the relevant GCP Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers may suffer as a result of the provision of any such information and/or assistance, save, in each case for loss or damage resulting from the fraudulent misrepresentation of the relevant GCP Representative.

WARRANTIES AND UNDERTAKINGS. Warranties by HMTCo 10.1 Each HMTCo warrants and represents to each of the other parties warrants to the other on at the date of this Agreement that: 10.1.1 (a) it is duly incorporated under the laws of England and Wales; (b) it has the requisite corporate power and authority to enter into and to exercise its rights and perform its obligations under this Agreement; 10.1.2 this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and 10.1.3 the execution and delivery of, and performance of its obligations under, this Agreement shall not: (a) result in Project Documents to which it is a breach of any provision of its constitutional documentsparty; (bc) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) each Project Document to which it is a party constitutes, or by which it is bound; orwill when executed constitute, legal, binding and enforceable obligations on it; (cd) result in a breach it has taken all necessary action to authorise the execution of any order, judgment or decree and the performance of any court or governmental agency its obligations under the Project Documents to which it is a party (and in the case of a Project Document executed after the date of this Agreement will take all necessary action to authorise the execution of such Project Document); (e) no claim is being asserted and no litigation, arbitration or by administrative proceeding is presently in progress, or, to the best of its knowledge pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under those Project Documents to which it is bounda party; (f) it is not subject to any contractual obligation, compliance with which will be likely to have a material adverse effect on its ability to perform its obligations under the Project Documents to which it is a party; and (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge are threatened) for its winding-up or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, administrator or similar officer in relation to any of its assets or revenue. 10.2 No party shall have any claim against The Developer, the Third Party Equity Provider, the Company and the SPV each severally warrant and represent to each of the other for breach parties at the date of warranty execution of this Agreement that: (a) each of them is duly incorporated under the laws of England and Wales24 and has the corporate power to enter into and to exercise its rights and perform its obligations under the Project Documents to which it is a party; (b) each Project Document to which it is a party constitutes, or will when executed constitute legal, binding and enforceable obligations on each of them; (c) each of them has taken all necessary action to authorise the execution of and the performance of their obligations under the Project Documents to which they are respectively parties (and in the case of a Project Document executed after the Effective Date date of this Agreement will take all necessary action to authorise the execution of that Project Document); (d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge pending or threatened against any of them or any of their assets which will or might have a material adverse effect on their ability to perform their obligations under the Project Documents; (e) none of them is subject to any contractual obligation, compliance with which will be likely to have a material adverse effect on their ability to perform their obligations under the Project Documents; (f) no proceedings or other steps have been taken and not discharged (nor, to the best of their knowledge, are threatened) for the winding-up of any of them or for their dissolution or for the appointment of a receiver, administrative receiver, liquidator, administrator or similar officer in relation to any of their assets or revenue; and (g) each of them has complied with and currently complies with the all relevant anti- bribery and corruption laws applicable to its business and operations including (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement)limitation) the provisions of the Bribery Act 2010. 10.3 Bidco The Developer, the Company and the SPV each severally warrant and represent to each of the other Shareholders at the date of execution of this Agreement that each of the Company and SPV are newly incorporated companies and have not traded prior to the date of this Agreement. Tax compliance25 10.4 Each Shareholder represents and warrants to GCP that, as at the date of this Agreement, it has notified HMTCo in writing of any Occasions of Tax Non-Compliance or any litigation that it is involved in that is in connection with any Occasions of Tax Non-Compliance. 10.5 If at any time an Occasion of Tax Non-Compliance occurs in relation to a Shareholder, the AgreementShareholder shall: 10.3.1 no shareholder resolution (a) notify HMTCo in writing of Bidco is required to implement the Transactionsuch fact within five (5) Business Days of its occurrence; and 10.3.2 it is not aware of any matter or circumstance which would or could reasonably and 24 Clause 10.2(a). To be expected to result in amended if any of the Conditions parties are not being satisfiedincorporated in England and Wales. 10.4 Bidco acknowledges and agrees that any information and/or assistance provided by any of the GCP Directors, officers, employees or advisers (each a “GCP Representative”) to it and/or any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant to the obligations of GCP or any member of the GCP Group under or otherwise in connection with this Agreement; or (ii) in connection with the Transaction, shall in each case be (and have been) given on the basis that the relevant GCP Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers may suffer as a result of the provision of any such information and/or assistance, save, in each case for loss or damage resulting from the fraudulent misrepresentation of the relevant GCP Representative.

WARRANTIES AND UNDERTAKINGS. 10.1 13.1 Each of the parties warrants to the other on the date of this Agreement that: 10.1.1 (a) it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 (b) this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and 10.1.3 (c) the execution and delivery of, and performance of its obligations under, this Agreement shall not: (ai) result in a breach of any provision of its constitutional documents; (bii) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) to which it is a party or by which it is bound; or (ciii) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound. 10.2 13.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 Bidco 13.3 AssetCo warrants to GCP RMG that, as at the date of the Agreement: 10.3.1 (a) other than the AssetCo Resolutions, no shareholder resolution of Bidco AssetCo is required to implement the Transaction; and 10.3.2 (b) it is not aware of any matter or circumstance which would or could reasonably be expected to result in any of the Conditions not being satisfied. 10.4 Bidco 13.4 AssetCo acknowledges and agrees that any information and/or assistance provided by any of the GCP RMG Directors, officers, employees or advisers (each a “GCP "RMG Representative”") to it and/or any of the Wider Bidco AssetCo Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: : (ia) pursuant to the obligations of GCP RMG or any member of the GCP RMG Group under or otherwise in connection with this Agreement; or or (iib) in connection with the Transaction, shall in each case be (and have been) given on the basis that the relevant GCP RMG Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any of the Wider Bidco AssetCo Group or any of their respective directors, officers, employees or advisers may suffer as a result of the provision of any such DocuSign Envelope ID: 9C732AF8-58A8-4193-8DB9-D48D97E69616 information and/or assistance, save, in each case for loss or damage resulting from the fraudulent misrepresentation of the relevant GCP RMG Representative.

WARRANTIES AND UNDERTAKINGS. 10.1 11.1 Each of the parties warrants to the other on the date of this Agreement and the date of the Original Agreement that: 10.1.1 11.1.1 it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 11.1.2 this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and 10.1.3 11.1.3 the execution and delivery of, and performance of its obligations under, this Agreement shall not: (a) result in a breach of any provision of its constitutional documents; (b) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) to which it is a party or by which it is bound; or (c) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound. 10.2 11.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 11.3 Bidco warrants to GCP Aggreko that, as at the date of the this Agreement: 10.3.1 11.3.1 no shareholder resolution of Bidco is required to implement the Transaction; and 10.3.2 11.3.2 it is not aware of any matter or circumstance which would or could reasonably be expected to result in any of the Conditions not being satisfied. 10.4 11.4 Bidco acknowledges and agrees that any information and/or assistance provided by any of the GCP Aggreko Directors, officers, employees or advisers (each a “GCP Representative”) to it an Aggreko Representative and/or any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant to the obligations of GCP Aggreko or any member of the GCP Aggreko Group under or otherwise in connection with this Agreement; or (ii) in connection with the Transaction, shall in each case be (and have been) given on the basis that the relevant GCP Aggreko Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers may suffer as a result of the provision of any such information and/or assistance, save, in each case for loss or damage resulting from the fraudulent misrepresentation of the relevant GCP Aggreko Representative.

WARRANTIES AND UNDERTAKINGS. 10.1 8.1 Each Party warrants that under its contractual relationships with each of its Personnel, any intellectual property rights arising out of or relating to work done by the parties warrants Personnel for the Party will vest in such Party and that the Personnel will have no right, title or interest, whether legal or beneficial, in any such intellectual property rights. 8.2 Each Party acknowledges that it is and shall remain liable for the consequences of any action on its part or on the part of its Personnel to fulfil the tasks and work packages assigned to it under this Agreement and shall accordingly: 8.2.1 procure and maintain its own insurance, with insurers of good repute, to cover its own liabilities and those on behalf of its Personnel; 8.2.2 keep true and accurate records of all things done by its Personnel in relation to the other on the date of this Agreement that: 10.1.1 tasks and work packages assigned to it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 this Agreement constitutes 8.2.3 comply and assist the Consortium, the Performing Organisation and the Programme Manager in complying with all relevant statutes, laws, regulations and codes of practice relating to its legal, valid tasks and binding obligations work packages from time to time in accordance force; 8.2.4 comply with all recommendations and requirements of its termsinsurers; and 10.1.3 8.2.5 indemnify, keep indemnified and hold harmless the execution Performing Organisation, The Programme Manager and delivery of, other Parties from and performance of its obligations under, this Agreement shall not: (a) result in a breach of any provision of its constitutional documents; (b) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) to which it is a party or by which it is bound; or (c) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound. 10.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 Bidco warrants to GCP that, as at the date of the Agreement: 10.3.1 no shareholder resolution of Bidco is required to implement the Transaction; and 10.3.2 it is not aware of any matter or circumstance which would or could reasonably be expected to result in any of the Conditions not being satisfied. 10.4 Bidco acknowledges and agrees that any information and/or assistance provided by any of the GCP Directors, officers, employees or advisers (each a “GCP Representative”) to it and/or any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant to the obligations of GCP or any member of the GCP Group under or otherwise in connection with this Agreement; or (ii) in connection with the Transaction, shall in each case be (and have been) given on the basis that the relevant GCP Representative shall not incur any liability, whether in contract, tort all costs (including negligencethe costs of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which they incur or otherwise, in respect of any loss or damage that any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers may suffer as a result of the provision a breach of any such information and/or assistance, save, in each case for loss this Agreement or damage resulting from the fraudulent misrepresentation negligent acts or omissions or wilful misconduct of the relevant GCP RepresentativeParty and/or its Personnel including without limitation any resulting liability the Consortium has to the funder or to any third party. 8.3 Each Party shall be responsible for providing all appropriate facilities and services as shall be necessary in the proper performance of the tasks and work packages, which will be entirely at the Party’s own expense. 8.4 Each Party agrees and undertakes, at its own expense, to make its Personnel available to attend the Scientific Steering Committee and subsequent Working Parties meetings, with participating consortium partners, to review progress of its projects at such times and locations as set by the Chairperson of the Scientific Steering Committee.

WARRANTIES AND UNDERTAKINGS. 10.1 8.1 Each Party warrants that under its contractual relationships with each of its Personnel, any intellectual property rights arising out of or relating to work done by the parties warrants Personnel for the Party will vest in such Party and that the Personnel will have no right, title or interest, whether legal or beneficial, in any such intellectual property rights. 8.2 Each Party acknowledges that it is and shall remain liable for the consequences of any action on its part or on the part of its Personnel to fulfil the tasks and work packages assigned to it under this Agreement and shall accordingly: 8.2.1 procure and maintain its own insurance, with insurers of good repute, to cover its own liabilities and those on behalf of its Personnel; 8.2.2 keep true and accurate records of all things done by its Personnel in relation to the other on the date of this Agreement that: 10.1.1 tasks and work packages assigned to it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 this Agreement constitutes 8.2.3 comply and assist the Consortium, the Performing Organisation and the Programme Manager in complying with all relevant statutes, laws, regulations and codes of practice relating to its legal, valid tasks and binding obligations work packages from time to time in accordance force; 8.2.4 comply with all recommendations and requirements of its termsinsurers; and 10.1.3 8.2.5 indemnify, keep indemnified and hold harmless the execution Performing Organisation, The Programme Manager and delivery of, other Parties from and performance of its obligations under, this Agreement shall not: (a) result in a breach of any provision of its constitutional documents; (b) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) to which it is a party or by which it is bound; or (c) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound. 10.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 Bidco warrants to GCP that, as at the date of the Agreement: 10.3.1 no shareholder resolution of Bidco is required to implement the Transaction; and 10.3.2 it is not aware of any matter or circumstance which would or could reasonably be expected to result in any of the Conditions not being satisfied. 10.4 Bidco acknowledges and agrees that any information and/or assistance provided by any of the GCP Directors, officers, employees or advisers (each a “GCP Representative”) to it and/or any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant to the obligations of GCP or any member of the GCP Group under or otherwise in connection with this Agreement; or (ii) in connection with the Transaction, shall in each case be (and have been) given on the basis that the relevant GCP Representative shall not incur any liability, whether in contract, tort all costs (including negligencethe costs of enforcement), expenses, liabilities, injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which they incur or otherwise, in respect of any loss or damage that any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers may suffer as a result of a breach of this 8.3 Each Party shall be responsible for providing all appropriate facilities and services as shall be necessary in the provision of any such information and/or assistance, save, in each case for loss or damage resulting from the fraudulent misrepresentation proper performance of the relevant GCP Representativetasks and work packages, which will be entirely at the Party’s own expense. 8.4 Each Party agrees and undertakes at its own expense to make the Personnel available to attend a working group meeting with the Project Manager to review progress at such times and locations as the Steering Group shall reasonably specify.

WARRANTIES AND UNDERTAKINGS. 10.1 Each of the parties 11.1 Bidder warrants to the other Target and the Target warrants to Bidder on the date of this Agreement that: 10.1.1 (A) it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 (B) this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and; 10.1.3 (C) the execution and delivery of, and performance of its obligations under, this Agreement shall will not: (ai) result in a any breach of any provision of its constitutional documents; (bii) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) to which it is a party or by which it is bound; or (ciii) result in a breach of any order, judgment judgment, or decree of any court or governmental agency to which it is a party or by which it is bound. 10.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 Bidco 11.2 Bidder warrants to GCP that, as at Target on the date of the Agreementthis Agreement that: 10.3.1 (A) Bidder is an indirect, wholly-owned subsidiary of Apollo; (B) it has the requisite power and authority to enter into and implement the Transaction; (C) no shareholder resolution resolutions or other approvals of Bidco is its shareholders are required to enter into and implement the Transaction; and 10.3.2 (D) it is not aware of any matter or circumstance which would or could reasonably be expected to result in any of the Conditions not being satisfied. 10.4 Bidco 11.3 Bidder acknowledges and agrees that any information and/or assistance provided by Target, any member of the Target Group or by any of the GCP DirectorsTarget Group's directors, officers, employees employees, contractors or advisers (each a “GCP Target Representative”) to it and/or any of the Wider Bidco Bidder Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant to the obligations of GCP Target or any member of the GCP Target Group under or otherwise in connection with this Agreement; or (ii) in connection with the Transaction, Transaction shall in each case be (and have been) given on the basis that the relevant GCP Target Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any of the Wider Bidco Bidder Group or any of their respective directors, officers, employees or advisers may suffer as a result of the provision of any such information and/or assistance, save, in each case case, for loss or damage resulting from the fraudulent misrepresentation of the relevant GCP Target Representative.

WARRANTIES AND UNDERTAKINGS. 10.1 Each of the parties warrants to the other on the date of this Agreement that: 10.1.1 it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and 10.1.3 the execution and delivery of, and performance of its obligations under, this Agreement shall not: (a) result in a breach of any provision of its constitutional documents; (b) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) to which it is a party or by which it is bound; or (c) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound. 10.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 Bidco warrants to GCP Tungsten that, as at the date of the Agreement: 10.3.1 no shareholder resolution of Bidco is required to implement the Transaction; and 10.3.2 it is not aware of any matter or circumstance which would or could reasonably be expected to result in any of the Conditions not being satisfied. 10.4 Bidco acknowledges and agrees that any information and/or assistance provided by any of the GCP Tungsten Directors, officers, employees or advisers (each a “GCP RepresentativeTungsten 10.5 If a provision of this Agreement obliges Bidco or Tungsten (the “Disclosing Party”) to it and/or disclose any information to the other: 10.5.1 which the Disclosing Party reasonably considers to be commercially or competitively sensitive; 10.5.2 which the Disclosing Party is prohibited from disclosing by applicable Law or the terms of an existing contract; or 10.5.3 where such disclosure would result in the loss of privilege that subsists in relation to such information, including legal professional privilege, the Disclosing Party shall, to the extent permitted by applicable Law, disclose the relevant information to the other party: (a) on an outside counsel basis; or (b) where disclosure to the other party would reasonably be expected to have a material adverse effect on the Disclosing Party’s legitimate business interest, directly to the Relevant Authority (and in such circumstances, the Disclosing Party shall provide, or procure the provision of, a non-confidential version of such information to the other party). 10.6 Notwithstanding any other provision of this Agreement to the contrary, nothing contained in this Agreement shall require a party (or any person acting in concert or deemed to be acting in concert) to take, or cause to be taken, any action with respect to the divestiture of assets, properties or businesses of the Wider Bidco Group Tungsten Group, or any combination thereof, that is not conditional on completion of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant to the obligations of GCP or any member of the GCP Group under or otherwise in connection with this Agreement; or (ii) in connection with the Transaction, shall in each case be (except as otherwise agreed by the parties and have been) given on with the basis that the relevant GCP Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any consent of the Wider Bidco Group or any of their respective directors, officers, employees or advisers may suffer as a result of the provision of any such information and/or assistance, save, in each case for loss or damage resulting from the fraudulent misrepresentation of the relevant GCP RepresentativePanel if required.

WARRANTIES AND UNDERTAKINGS. 10.1 ‌ 9.1 Each of the parties Party warrants to the each other on the date of this Agreement Party that: 10.1.1 (a) it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 (b) this Agreement constitutes its legalwhen executed shall constitute valid, valid binding and binding enforceable obligations in accordance with its termsof such Party; and 10.1.3 (c) the execution and delivery of, and performance of its obligations under, : (i) this Agreement; or (ii) any agreement contemplated by this Agreement to be entered into that Investor, shall not: (a) not result in a breach of any provision of its constitutional documents; (b) result in a breach of, or constitute a default underany instrument, any instrument (which is material in the context of the Transaction) to which it is a party agreement, commitment or by which it is bound; or (c) result in a breach of other understanding, or any order, judgment or decree of any court or governmental agency agency, in each case to which it is a party or by which it is bound. 10.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 Bidco 9.2 Each Investor warrants to GCP each other Party that, as at the date of the Agreement: 10.3.1 no shareholder resolution of Bidco is required (a) the funds that it shall use in relation to implement the Transaction; and 10.3.2 it is not aware of any matter or circumstance which would or could reasonably be expected to result in any of the Conditions not being satisfied. 10.4 Bidco acknowledges and agrees that any information and/or assistance provided transactions contemplated by any of the GCP Directors, officers, employees or advisers (each a “GCP Representative”) to it and/or any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant do not derive from criminal activity or any transaction with or action involving any Sanctioned Person; and (ii) have been raised in accordance with all applicable Anti-Corruption Law and Anti-Money Laundering Law; and (b) it has the right to access, and subject to only to the satisfaction of conditions or obligations of GCP or any member of the GCP Group under or otherwise that are within its control, adequate cash resources to meets it obligations in connection with the Transaction. 9.3 Each Investor agrees that it shall not Transfer any Shares. 9.4 Topco shall not Transfer any shares in Bidco. 9.5 In connection with the Transaction, each Party shall comply with all applicable laws and regulations (in all applicable jurisdictions) including the Act, FSMA, the Market Abuse Regulation, the AIM Rules, the Code and any rulings of the Panel.‌ 9.6 The Investors agree that, in the event of any conflict between the terms of this Agreement; or (ii) Agreement and the requirements of the Panel in connection with the Transaction, the requirements of the Panel shall prevail. 9.7 Without prejudice to Clause 3.3, each Investor shall, subject to applicable law and any applicable contractual restrictions, promptly provide such information regarding itself and its Affiliates as the Panel may require or Bidco may reasonably require for the purposes of the Transaction (including for the purposes of compliance with applicable laws and regulations as set forth in each case be (and have been) given on the basis Clause 9.5), it being acknowledged that the relevant GCP Representative certain commercially sensitive or confidential information proprietary to an Investor shall not incur any liabilitybe required to be shared with the other Investor. 9.8 The Investors shall, whether so far as they are legally able, exercise their rights in contract, tort (including negligence) or otherwise, in respect relation to Topco and Bidco to procure that each of any loss or damage that any of the Wider Topco and Bidco Group or any of their complies with its respective directors, officers, employees or advisers may suffer as a result of the provision of any such information and/or assistance, save, in each case for loss or damage resulting from the fraudulent misrepresentation of the relevant GCP Representativeobligations under this Agreement.

WARRANTIES AND UNDERTAKINGS. 10.1 Each of the parties warrants 14.1 Bidder represents to the other Target and Target represents to Bidder on the date of this Agreement that: 10.1.1 (A) it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 (B) subject to Clause 11.2, this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and; 10.1.3 (C) the execution and delivery of, and performance of its obligations under, this Agreement shall will not: (ai) result in a any breach of any provision of its constitutional documents; (bii) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) to which it is a party or by which it is bound; or (ciii) result in a breach of any order, judgment judgment, or decree of any court or governmental agency to which it is a party or by which it is bound. 10.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice 14.2 Bidder represents to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 Bidco warrants to GCP that, as at Target on the date of the Agreementthis Agreement that: 10.3.1 (A) no shareholder resolution resolutions or approvals of Bidco is its shareholders are required to enter into and implement the Transaction; Combination, other than the Bidder Resolutions and, to be approved, the Bidder Resolutions require no more than a simple majority vote of Bidder Stockholders present and voting (in person or by proxy) at the Bidder Stockholder Meeting; 10.3.2 it is not (B) all material matters or circumstances of which employees and officers of Xxxxxx engaged in the consideration of the Regulatory Conditions are aware of any matter or circumstance and which would or could reasonably be expected to result in any Regulatory Condition not being satisfied in the specific context of the Combination have been discussed with Target; and (C) except as fairly disclosed to Target prior to the execution of this Agreement, it is not aware of any circumstances which would prevent any of the Conditions not from being satisfied. 10.4 Bidco 14.3 Bidder acknowledges that no responsibility is accepted, and no representation, undertaking or warranty is made or given, in either case expressly or impliedly, by Target, any member of the Target Group or by any of the Target Group’s directors, officers, employees, contractors or advisers (each a “Target Representative”) as to the accuracy or completeness of the information provided. 14.4 Bidder acknowledges and agrees that any information and/or assistance provided by any of the GCP Directors, officers, employees or advisers (each a “GCP Target Representative”) to it and/or any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant to the obligations of GCP Target or any member of the GCP Target Group under or otherwise in connection with this Agreement; or (ii) in connection with the TransactionCombination, shall in each case be (and have been) given on the basis that the relevant GCP Target Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any of the Wider Bidco Bidder’s Group or any of their respective directors, officers, employees or advisers may suffer or incur as a result of the provision of any such information and/or assistance, assistance (save, in each case for loss or damage resulting from the fraud or fraudulent misrepresentation of the relevant GCP Target Representative).

WARRANTIES AND UNDERTAKINGS. 10.1 12.1 Each of the parties party warrants to the other on the date of this Agreement that: 10.1.1 12.1.1 it has the requisite power and authority to enter into and perform its obligations under this Agreement; 10.1.2 12.1.2 this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and 10.1.3 12.1.3 the execution and delivery of, and performance of its obligations under, this Agreement shall not: (a) result in a breach of any provision of its constitutional documents; (b) result in a breach of, or constitute a default under, any instrument (which is material in the context of the Transaction) to which it is a party or by which it is bound; or (c) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound. 10.2 12.2 No party shall have any claim against the other for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement). 10.3 Bidco 12.3 Cobham warrants to GCP Ultra that, as at the date of the this Agreement: 10.3.1 12.3.1 each of it, Cobham Limited and Cobham Group Limited is an indirect subsidiary of Cobham Parent, which is controlled by the funds comprising Advent GPE IX which are managed by AIC; 12.3.2 no shareholder resolution of Bidco Cobham is required to implement the Transaction; and 10.3.2 12.3.3 it is not aware of any matter or circumstance which would or could reasonably be expected to result in any of the Regulatory Conditions not being satisfied. 10.4 Bidco 12.4 Cobham acknowledges and agrees that any information and/or assistance provided by any of the GCP Directors, officers, employees or advisers (each a “GCP Representative”) to it Ultra Representative and/or any other person acting in concert with either of the Wider Bidco Group or them, and any of their respective directors, officers, employees or advisers, whether beforeRecipient re, on or after the date of this Agreement: (i) pursuant to the obligations of GCP Ultra or any member of the GCP Ultra Group under or otherwise in connection with this Agreement; or (ii) in connection with the Transaction, shall in each case be (and have been) given on the basis that the relevant GCP Ultra Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any of the Wider Bidco Group or any of their respective directors, officers, employees or advisers Recipients may suffer as a result of the provision of any such information and/or assistance, save, in each case for loss or damage resulting from the fraudulent misrepresentation of the relevant GCP Ultra Representative.