Common use of Implementation of the Scheme Clause in Contracts

Implementation of the Scheme. 7.1 NortonLifeLock and Bidco each undertakes to Avast: (a) save in respect of NortonLifeLock and Bidco’s obligations with respect to obtaining the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to take or cause to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast to implement the Transaction in accordance with, and subject to the terms and conditions set out in, this Agreement, the Announcement and the Scheme Document (or, following an Agreed Switch, the Offer Document); (b) that neither NortonLifeLock nor Bidco will object to the Court Sanction Hearing being convened as soon as reasonably practicable after the satisfaction or waiver of the Regulatory Conditions and the Shareholder Approval Conditions; (c) that before the Court Sanction Hearing, NortonLifeLock and/or Bidco shall deliver a notice in writing to Avast confirming either: (i) the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (ii) NortonLifeLock’s and/or Bidco’s intention to invoke a Condition (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers to be sufficiently material for the Panel to permit NortonLifeLock and/or Bidco to invoke the Condition (and, if such matter is capable of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matter); and (d) to the extent that all the Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court) have been satisfied or, where permissible, waived on or before the date of the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 to the Takeover Code, instruct counsel to appear on NortonLifeLock’s and/or Bidco’s behalf at the Court Sanction Hearing and to undertake to the Court to be bound by the terms of the Scheme in so far as it relates to NortonLifeLock and/or Bidco. 7.2 If NortonLifeLock and/or Bidco becomes aware, after the publication of the Scheme Document, of any fact, matter or circumstance that is (in NortonLifeLock’s reasonable opinion likely to (i) significantly change the Scheme timetable or (ii) applying the test set out in Rule 13.5 of the Takeover Code, permit NortonLifeLock and/or Bidco to invoke any of the Conditions, NortonLifeLock shall (subject to Law) inform Avast of the same as soon as reasonably practicable, providing reasonable details of such fact, matter or circumstance.

Implementation of the Scheme. 7.1 NortonLifeLock and 4.1 If the Acquisition is implemented by means of the Scheme, Bidco each undertakes to Avastto: (a) save promptly provide to ADVANZ PHARMA, for the purposes of inclusion in respect of NortonLifeLock and Bidco’s obligations with respect to obtaining the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to take Scheme Document or cause any other document required to be taken produced by ADVANZ PHARMA in connection with the Acquisition (including any supplemental circular), all such steps information about the Acquisition, Bidco, the Bidder, Bidco Directors, members of the Bidder’s investment committee and the other members of the Bidder’s Group as are permissible may be reasonably required by ADVANZ PHARMA (having regard to the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast to implement the Transaction Jersey Companies Law) for inclusion in accordance with, and subject to the terms and conditions set out in, this Agreement, the Announcement and the Scheme Document (or, following an Agreed Switch, the Offer Document)such document; (b) promptly provide ADVANZ PHARMA with all such other assistance and access as may reasonably be required in connection with the preparation of the Scheme Document or any other document required by the Takeover Code or other Law to be produced by ADVANZ PHARMA in connection with the Acquisition (including any supplemental circular), including access to, and ensuring the provision of reasonable assistance by, Bidco’s relevant professional advisers; and (c) procure that neither NortonLifeLock nor the Bidco will object Directors and such other persons (if any) as may be agreed between Bidco and the Takeover Panel accept responsibility, in the terms required by the Takeover Code, for all information (including any expressions of opinion) in the Scheme Document relating to Bidco, the Bidder, the Bidco Directors, members of the Bidder’s investment committee, the other members of the Bidder’s Group, the Acquisition, the financing of the Acquisition, any statement of intention or belief in relation to the Court Sanction Hearing being convened Acquisition or Bidco’s future plans for the ADVANZ PHARMA Group, its management and employees, any statements of opinion, belief or expectation of the Bidco Directors in relation to the Acquisition following the Effective Date and any other information in the Scheme Document for which an offeror is required to accept responsibility under the Takeover Code. 4.2 Bidco agrees to correct any information provided by it for use in the Scheme Document or any other document to the extent that such information has become false or misleading as soon promptly as reasonably practicable after the satisfaction or waiver of the Regulatory Conditions and the Shareholder Approval Conditions; (c) that before the Court Sanction Hearing, NortonLifeLock and/or Bidco shall deliver a notice in writing to Avast confirming either: (i) the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (ii) NortonLifeLock’s and/or Bidco’s intention to invoke a Condition (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers to be sufficiently material for the Panel to permit NortonLifeLock and/or Bidco to invoke the Condition (and, if such matter is capable of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matter); and (d) to the extent that all the Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court) have been satisfied or, where permissible, waived on or before the date of the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 to the Takeover Code, instruct counsel to appear on NortonLifeLock’s and/or Bidco’s behalf at the Court Sanction Hearing and to undertake to the Court to be bound by the terms of the Scheme in so far as it relates to NortonLifeLock and/or Bidco. 7.2 If NortonLifeLock and/or Bidco becomes aware, after the publication of the Scheme Document, of any fact, matter aware that such information has become false or circumstance that is (in NortonLifeLock’s reasonable opinion likely to (i) significantly change the Scheme timetable or (ii) applying the test set out in Rule 13.5 of the Takeover Code, permit NortonLifeLock and/or Bidco to invoke any of the Conditions, NortonLifeLock shall (subject to Law) inform Avast of the same as soon as reasonably practicable, providing reasonable details of such fact, matter or circumstancemisleading.

Implementation of the Scheme. 7.1 NortonLifeLock Where the Acquisition is being implemented by way of the Scheme, and Bidco each undertakes provided that the date set for the Court Sanction Hearing has been agreed to Avast: (a) save in respect of NortonLifeLock and Bidco’s obligations with respect to obtaining the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to take or cause to be taken all such steps as are permissible by the Takeover Code Bidder in writing (acting reasonably and Law and are within its power that are necessary in good faith) or reasonably requested by Avast otherwise set for a date no earlier than the earlier in time to implement occur of: (i) the Transaction in accordance with, and subject to the terms and conditions date on which Conditions set out in, this Agreement, in paragraph 2 of Part A of Appendix I to the Announcement and the Scheme Document (Regulatory Conditions have been satisfied or, following an Agreed Switchwhere applicable, waived by the Bidder (or such later date, if any, the Offer DocumentParties may agree); ; and (bii) the date that neither NortonLifeLock nor Bidco will object is one month prior to the Long Stop Date, the Bidder undertakes that by no later than 11.59 p.m. on the Business Day immediately preceding the Court Sanction Hearing being convened as soon as reasonably practicable after the satisfaction or waiver of the Regulatory Conditions and the Shareholder Approval Conditions; (c) that before the Court Sanction Hearing, NortonLifeLock and/or Bidco it shall deliver a notice in writing to Avast confirming TISE either: (ia) confirming the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the CourtCondition), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (iib) NortonLifeLock’s and/or Bidco’s confirming its intention to invoke a Condition (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with Panel) and providing reasonable details of the event which has occurredoccurred (or failed to occur), or circumstances which have arisen, which NortonLifeLock and/or Bidco the Bidder reasonably considers entitles it to invoke such Condition or treat it as unsatisfied or incapable of satisfaction (and in the case of any Condition to which Rule 13.5 of the Code applies, setting out why the Bidder considers such event or circumstances to be sufficiently of material significance to the Bidder in the context of the Acquisition for the Panel to permit NortonLifeLock and/or Bidco to invoke purposes of Rule 13.5 of the Condition (and, if such matter is capable Code). In circumstances where the Bidder confirms the satisfaction or waiver of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matter); and (d) to the extent that all the Conditions (other than the Scheme Condition) in accordance with clause 5.1, the Bidder agrees that TISE shall be permitted to take all necessary steps to procure that the Court Sanction Hearing is duly held as soon as reasonably practicable thereafter. In circumstances where the Bidder becomes aware of any fact, matter or circumstance that it considers may entitle it to invoke (if permitted by the Panel) one or more Conditions in accordance with clause 5.1(b), the Bidder (subject to any restriction under applicable Law, or any requirement or request of any Regulatory Authority) shall inform TISE and, as far in advance as is reasonably practicable and prior to approaching the Panel, shall notify TISE of its intention to invoke any Condition capable and provide TISE with reasonable details of the ground on which it intends to invoke the relevant Condition. Where the Acquisition is being satisfied only upon or following the sanction implemented by way of the Scheme by (and to the Courtextent that all Conditions (other than the Scheme Condition) have been satisfied or, where permissible, or waived prior to or on or before the date of the Court Sanction Hearing), NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 to the Takeover Code, instruct counsel to appear on NortonLifeLock’s and/or Bidco’s behalf at the Court Sanction Hearing and to Bidder shall undertake to the Court to be bound by the terms of the Scheme in so far insofar as it relates to NortonLifeLock and/or Bidco. 7.2 If NortonLifeLock and/or Bidco becomes awarethe Bidder (or instruct its counsel to so undertake on its behalf). The Bidder shall provide such information as may be reasonably required by the Court in relation to this undertaking. For the avoidance of doubt, after the publication of Bidder may instruct its own counsel to appear on its behalf at any court hearing in connection with the Scheme Document, of any fact, matter or circumstance that is (in NortonLifeLock’s reasonable opinion likely to (i) significantly change including the Scheme timetable or (ii) applying the test set out in Rule 13.5 of the Takeover Code, permit NortonLifeLock and/or Bidco to invoke any of the Conditions, NortonLifeLock shall (subject to Law) inform Avast of the same as soon as reasonably practicable, providing reasonable details of such fact, matter or circumstanceCourt Sanction Hearing).

Implementation of the Scheme. 7.1 NortonLifeLock and Bidco each undertakes to Avast:4.1 The Target's obligations (a) save in respect of NortonLifeLock and Bidco’s obligations with respect to obtaining the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to take or cause to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast to implement the Transaction in accordance with, and subject to the terms and conditions set out in, this Agreement, the Announcement and the (Scheme Document (or, following an Agreed Switch, the Offer Document); (bBooklet) that neither NortonLifeLock nor Bidco will object to the Court Sanction Hearing being convened as soon as reasonably practicable after the satisfaction or waiver date of this agreement, prepare the Scheme Booklet (including the notice of meeting for the General Meeting and the explanatory materials required for the Constitutional Resolution, but excluding the Bidder Information and the Independent Expert's Report) in accordance with all applicable laws; (b) (Consult with the Bidder in relation to the Scheme Booklet) consult with the Bidder as to the content and presentation of the Regulatory Conditions Scheme Booklet (noting that the Target has ultimate discretion with respect to the preparation, content and presentation of the Shareholder Approval ConditionsScheme Booklet other than as expressly provided in this agreement) including: (i) allowing the Bidder a reasonable opportunity to review and make comments on the draft Scheme Booklet; (ii) taking any reasonable comments made by the Bidder into account in good faith when producing a revised draft of the Scheme Booklet; and (iii) obtaining the Bidder's written consent to the inclusion of the Bidder Information (including in respect of the form and context in which the Bidder Information appears in the Scheme Booklet) such consent not to be unreasonably withheld or delayed; (c) (Independent Expert) appoint the Independent Expert and provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert's Report for inclusion in the Scheme Booklet; (d) (Approval of draft Scheme Booklet) procure that before a meeting of the Court Sanction HearingTarget Board is convened to approve the draft Scheme Booklet to be provided to ASIC for its review; (e) (ASIC review) as soon as reasonably practicable, NortonLifeLock and/or Bidco shall deliver a notice in writing provide an advanced draft of the Scheme Booklet (Regulator's Draft) to Avast confirming eitherASIC, for its review and approval for the purposes of section 411(2) of the Corporations Act and: (i) liaise with ASIC as necessary and to the satisfaction extent reasonably practicable during the Regulatory Review Period; and (ii) keep the Bidder informed in relation to any matters raised by ASIC in connection with the Scheme Booklet or waiver the Scheme and use reasonable endeavours to consult with the Bidder to resolve any such matters; (f) (Section 411(17)(b) statement) apply to ASIC for the production of: (i) a letter stating that ASIC does not intend to appear at the First Court Hearing; and (ii) a letter stating that, pursuant to section 411(17)(b) of the Corporations Act, ASIC has no objection to the Scheme; (g) (Court documents) prepare all documents necessary for the Court proceedings relating to the Scheme in accordance with all applicable laws, provide the Bidder with drafts of those documents and take any reasonable comments made by the Bidder in relation to those documents into account in good faith; (h) (First Court hearing) lodge all documents with the Court and take all other reasonable steps to ensure that an application is heard by the Court for an order under section 411(1) of the Corporations Act directing the Target to convene the Scheme Meeting; (i) (Approval of Scheme Booklet) procure that a meeting of the Target Board is convened to approve the Scheme Booklet for registration with ASIC and despatch to Target Shareholders; (j) (Due diligence and verification) undertake appropriate due diligence and verification processes in relation to the Scheme Booklet (other than the Bidder Information, the Independent Expert's Report and any statement on the letterhead of the Target’s tax adviser of the tax consequences of the Scheme and related matters for Target Shareholders as may be included in the Scheme Booklet); (k) (Register Scheme Booklet) request that ASIC registers the explanatory statement included in the Scheme Booklet in relation to the Scheme in accordance with section 412(6) of the Corporations Act; (l) (Compliance with Court orders) take all reasonable steps necessary to comply with the orders of the Court including, as required, despatching the Scheme Booklet to Target Shareholders and convening and holding the Scheme Meeting; (m) (Convene and hold General Meeting) convene and hold the General Meeting on the same day as, or prior to, the Scheme Meeting; (n) (Update Scheme Booklet) if it becomes aware of information after the date of despatch of the Scheme Booklet, which is required to be disclosed to Target Shareholders under any applicable law, as expeditiously as practicable: (i) inform Target Shareholders of the information in an appropriate and timely manner, and in accordance with applicable law; and (ii) to the extent it is reasonably practicable to do so, provide the Bidder with drafts of any documents that it proposes to issue to Target Shareholders under this clause 4.1(n); (o) (Court approval application) if the resolution submitted to the Scheme Meeting in relation to the Scheme is passed by the requisite majorities required under section 411(4)(a)(ii) of the Corporations Act and subject to all other Conditions (other than the Scheme Condition capable of in clause 3.1(b)) being satisfied only upon or following the sanction of the Scheme by the Court)waived in accordance with this agreement, as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (ii) NortonLifeLock’s and/or Bidco’s intention to invoke a Condition (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers to be sufficiently material for the Panel to permit NortonLifeLock and/or Bidco to invoke the Condition apply (and, if such matter is capable of remedy by Avastto the extent necessary, shall provide Avast with reasonable opportunity to remedy such matter); and (dre-apply) to the extent that all Court for orders approving the Scheme in accordance with sections 411(4)(b) and 411(6) of the Corporations Act; (p) (Certificate) at the hearing on the Second Court Date, provide to the Court a certificate confirming (in respect of matters within its knowledge) whether or not the Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Courtin clause 3.1(b)) have been satisfied oror waived in accordance with this agreement and provide a draft of that certificate to the Bidder by 5:00 pm on the Business Day prior to the Second Court Date; (q) (Promote merits of Transaction) participate in efforts reasonably requested by the Bidder to promote the merits of the Transaction and the Scheme Consideration, where permissibleincluding meeting with key employees of the Target and key Target Shareholders at the request of the Bidder; (r) (Implementation of Scheme) if the Scheme is approved by the Court: (i) lodge with ASIC an office copy of the orders approving the Scheme in accordance with section 411(10) of the Corporations Act before 5:00 pm on the Business Day following the day of receipt of such office copy (or such other date as is agreed between the Bidder and the Target in writing); (ii) close the Target Share Register as at the Record Date and determine entitlements to participate in the Scheme; (iii) provide to the Bidder all information about the Scheme Shareholders that the Bidder reasonably requires in order for the Bidder to provide, waived or procure the provision of, the amounts payable to each Scheme Shareholder in accordance with the Sale and Adjustment Deed (Scheme Shareholders' Notice); and (iv) subject to the Bidder satisfying its obligations under clause 5(c), on the Implementation Date (or before as soon as practicable thereafter): A. execute proper instruments of transfer and effect the date transfer of Scheme Shares to the Bidder in accordance with the Scheme; and B. register all transfers of Scheme Shares to the Bidder in accordance with the Scheme; (s) (Sale and Adjustment Deed) as soon as possible after the Effective Date, and in any event prior to the Implementation Date, execute the Sale and Adjustment Deed in accordance with the Scheme; and (t) (Other things) promptly do all other things contemplated by or necessary to give effect to the Scheme and, if the Scheme is approved by the Court, the orders of the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 to approving the Takeover Code, instruct counsel to appear on NortonLifeLock’s and/or Bidco’s behalf at the Court Sanction Hearing and to undertake to the Court to be bound by the terms of the Scheme in so far as it relates to NortonLifeLock and/or BidcoScheme. 7.2 If NortonLifeLock and/or Bidco becomes aware, after the publication of the Scheme Document, of any fact, matter or circumstance that is (in NortonLifeLock’s reasonable opinion likely to (i) significantly change the Scheme timetable or (ii) applying the test set out in Rule 13.5 of the Takeover Code, permit NortonLifeLock and/or Bidco to invoke any of the Conditions, NortonLifeLock shall (subject to Law) inform Avast of the same as soon as reasonably practicable, providing reasonable details of such fact, matter or circumstance.

Implementation of the Scheme. 7.1 NortonLifeLock and 5.1 Where the Acquisition is being implemented by way of the Scheme, Bidco each undertakes to Avast: (a) undertakes, save in respect of NortonLifeLock and Bidco’s obligations with respect to obtaining the Regulatory ApprovalsClearances, which shall be determined in accordance with Clause clause 3, to co-operate with Avast Target and its advisers and to take or cause to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast Target to implement the Transaction Acquisition in accordance with, and subject to the terms and conditions set out in, this Agreement, the Announcement and the Scheme Document (or, following an Agreed a Switch, the Offer Document);. 5.2 Where the Acquisition is being implemented by way of the Scheme: (ba) that neither NortonLifeLock nor Bidco will object to undertakes that, by no later than 5.00 p.m. on the Business Day immediately preceding the Court Sanction Hearing being convened as soon as reasonably practicable after the satisfaction or waiver of the Regulatory Conditions and the Shareholder Approval Conditions; (c) that before the Court Sanction Hearing, NortonLifeLock and/or Bidco it shall deliver a notice in writing to Avast confirming Target either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the CourtConditions), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (ii) NortonLifeLock’s and/or confirming Bidco’s intention to invoke a Condition one or more Conditions (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers entitle it to invoke such Condition(s) and the reasons why Bidco considers such event or circumstance to be sufficiently material for the Panel to permit NortonLifeLock and/or Bidco it to invoke the Condition (and, if such matter is capable of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matterCondition(s); and; (db) to where Bidco confirms the extent that satisfaction or waiver of all the Conditions (other than the Scheme Condition capable of being satisfied only upon Condition) in accordance with clause 5.2(a)(i), Bidco agrees that Target shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable as set out in the Scheme Document or following in any subsequent agreed announcement regarding the sanction implementation of the Acquisition); and (c) where Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme by the CourtCondition) have been satisfied orin accordance with clause 5.2(a)(i), where permissible, waived on or before the date of the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 to the Takeover Code, instruct counsel to appear on NortonLifeLock’s and/or Bidco’s behalf at the Court Sanction Hearing and irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate to Bidco, that Target or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as it relates may reasonably be required by Target, its counsel or the Court, in relation to NortonLifeLock and/or Bidcosuch agreement (including instructing Target’s counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake). 7.2 5.3 If NortonLifeLock and/or Bidco becomes aware, after the publication of the Scheme Document, aware of any fact, matter or circumstance that is it reasonably considers would entitle Bidco to invoke (in NortonLifeLock’s reasonable opinion likely to (i) significantly change the Scheme timetable or (ii) and, applying the test set out in Rule 13.5 of the Takeover Code, the Panel would permit NortonLifeLock and/or Bidco to invoke so invoke) any of the ConditionsConditions or treat any of the Conditions as unsatisfied or incapable of satisfaction, NortonLifeLock Bidco shall (subject to Law) inform Avast Target providing reasonable details as soon as is reasonably practicable. 5.4 If the Bidco Directors intend to invoke (and, applying the test set out in Rule 13.5 of the same Code, the Panel would permit Bidco to invoke) any of the Conditions, Bidco shall (subject to Law) inform the Target of its intention as soon as reasonably practicable, providing reasonable details of such fact, matter or circumstancedetails.

Implementation of the Scheme. 7.1 NortonLifeLock and Bidco each undertakes to AvastSection 3.1 Responsibilities of Allergan in Respect of the Scheme. Allergan shall: (a) save in respect (i) be responsible for the preparation of NortonLifeLock and Bidco’s obligations with respect to obtaining the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to take or cause a proxy statement to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast to implement the Transaction in accordance with, and subject sent to the terms Allergan Shareholders in connection with the matters to be submitted at the Court Meeting and conditions set out inthe EGM (such proxy statement, this Agreementas amended or supplemented, the Announcement “Proxy Statement”) and the Scheme Document and all other documentation necessary to effect the Scheme and to convene the EGM and Court Meeting, (orii) provide AbbVie with drafts of the Proxy Statement and the Scheme Document and afford AbbVie reasonable opportunity to review and comment on the Proxy Statement and the Scheme Document and such other documents and shall consider such comments in good faith and (iii) subject to the foregoing clauses (i) and (ii), following an Agreed Switchas promptly as reasonably practicable after the date hereof, cause the Offer DocumentProxy Statement and the Scheme Document to be filed with the SEC and the Panel (in accordance with Rule 41.1(b) of the Takeover Rules); (b) that neither NortonLifeLock nor Bidco will object for the purpose of implementing the Scheme, instruct a barrister (of senior counsel standing) and provide AbbVie and its Representatives with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Court Sanction Hearing being convened Scheme and any issues arising in connection with it (except to the extent the barrister is to advise on matters relating to the fiduciary duties of the directors of Allergan or their responsibilities under the Takeover Rules); (c) as soon promptly as reasonably practicable, notify AbbVie upon the receipt of any comments from the Panel or the SEC on, or any request from the Panel or the SEC for amendments or supplements to, the Proxy Statement, the Scheme Document, the Allergan Equity Award Holder Proposal and the related forms of proxy and provide AbbVie with copies of all material written correspondence between it and its Representatives and the Panel and/or the SEC relating to such documents; (d) use its reasonable best efforts to respond to and resolve all Panel and SEC comments with respect to the Proxy Statement and the Scheme Document as promptly as practicable after receipt thereof; (e) as promptly as reasonably practicable, notify AbbVie of any other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Proxy Statement or the Scheme Document with the SEC and the Panel, as applicable, or implementation of the Scheme as the case may be; (f) prior to filing or the despatch of any amendment or supplement to the Proxy Statement or the Scheme Document requested by the Panel or the SEC, or responding in writing to any comments of the Panel or the SEC with respect thereto, Allergan shall provide AbbVie with a reasonable opportunity to review and comment on such document or response and consider in good faith such comments; (g) cause the Proxy Statement to be mailed as promptly as reasonably practicable after the satisfaction date on which the SEC confirms that it will not review the Proxy Statement or waiver of that it has no further comments on the Regulatory Conditions and the Shareholder Approval ConditionsProxy Statement; (c) that before the Court Sanction Hearing, NortonLifeLock and/or Bidco shall deliver a notice in writing to Avast confirming either: (i) the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (ii) NortonLifeLock’s and/or Bidco’s intention to invoke a Condition (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers to be sufficiently material for the Panel to permit NortonLifeLock and/or Bidco to invoke the Condition (and, if such matter is capable of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matter); and (dh) to the extent that all clearance of the Conditions (other than Proxy Statement or the Scheme Condition capable Document by the Panel might require that waivers and/or derogations in respect of being the Takeover Rules be sought and obtained from the Panel, make a submission for (and use reasonable best efforts to have approved) such waiver or derogation as promptly as reasonably practicable after having provided AbbVie with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; (i) provide AbbVie with drafts of any and all pleadings, affidavits, petitions and other filings prepared by Allergan for submission to the High Court in connection with the Scheme prior to their filing, and afford AbbVie reasonable opportunities to review and comment on all such documents and consider in good faith such comments; (j) as promptly as reasonably practicable (taking into account any requirements of the Panel with respect to the Scheme Document and the SEC review (if any) with respect to the Proxy Statement, that must be satisfied only prior to the release of the Scheme Document), make all necessary applications to the High Court in connection with the implementation of the Scheme (including issuing appropriate proceedings requesting the High Court to give directions under Section 450(5) of the Act as to what are the appropriate meetings to be held and to order that the Court Meeting be convened as promptly as is reasonably practicable following the Rule 2.5 Announcement and the SEC review (if any) of the Proxy Statement by the SEC), and to use its reasonable best efforts to ensure that the hearing of such proceedings occurs as promptly as is reasonably practicable in order to facilitate the despatch of the Scheme Document and seek such directions of the High Court as it considers necessary or desirable in connection with such Court Meeting and thereafter comply with such directions; (k) procure the publication of the requisite advertisements and despatch of the Scheme Document (in a form acceptable to the Panel), Proxy Statement and the related forms of proxy for the use at the Court Meeting and the EGM (the form of which shall be agreed between the Parties, acting reasonably) (i) to Allergan Shareholders on the register of members of Allergan on the record date as agreed with the High Court, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and (ii) to the holders of the Allergan Options and the Allergan Share Awards as of such date, for information only, as promptly as reasonably practicable after securing approval of the High Court to despatch such documents, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties, acting reasonably) as the High Court and/or the Panel may approve or direct from time to time; (l) unless the Allergan Board has effected an Allergan Change of Recommendation pursuant to and in accordance with Section 5.3, and subject to the obligations of the Allergan Board under the Takeover Rules, procure that the Proxy Statement and the Scheme Document include the Scheme Recommendation; (m) include in the Scheme Document a notice convening the EGM to be held immediately following the Court Meeting to consider and, if thought fit, approve the EGM Resolutions; (n) prior to the Court Meeting, keep AbbVie reasonably informed on a reasonably current basis (in each case to the extent Allergan reasonably has access to such information) of the number of proxy votes received in respect of resolutions to be proposed at the Court Meeting and/or the EGM, and in any event provide such number promptly upon the request of AbbVie or its Representatives and, unless the Allergan Board has effected an Allergan Change of Recommendation pursuant to and in accordance with Section 5.3, use reasonable best efforts to solicit proxies as may be necessary to pass the Resolutions at the Court Meeting and/or the EGM; (o) notwithstanding any Allergan Change of Recommendation, unless this Agreement has been validly terminated pursuant to and in accordance with Article 9, hold the Court Meeting and the EGM on the date set out in the Scheme Document, or such later date as may be agreed in writing by the Parties (such agreements not to be unreasonably withheld, conditioned or delayed), and in such a manner as shall be approved, if necessary by the High Court and/or the Panel, and propose the Resolutions without any amendments, unless such amendments have been agreed to in writing by AbbVie, such agreement not to be unreasonably withheld, conditioned or delayed; (p) subject to the terms of this Agreement, afford all such cooperation and assistance as may reasonably be requested of it by AbbVie in respect of the preparation and verification of any document or in connection with any Clearance or confirmation required for the implementation of the Scheme, including the provision to AbbVie in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as AbbVie may reasonably request; (q) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document, the Proxy Statement or any other document sent to Allergan Shareholders or filed with the High Court or in any announcement; (r) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by AbbVie; (s) following the Court Meeting and EGM, assuming the Resolutions are duly passed (including by the requisite majorities required under Section 453 of the Act in the case of the Court Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived (where permissible under the terms of the Rule 2.5 Announcement and/or the Scheme Document) (with the exception of Conditions 2(iii) and 2(iv) and any other Conditions that are by their nature to be satisfied on the Sanction Date, but subject to the satisfaction or waiver (where permissible under the provisions of the Rule 2.5 Announcement and/or the Scheme Document) of such Conditions), take all necessary steps on the part of Allergan to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the High Court to the Scheme as soon as possible thereafter; (t) give such undertakings as are required by the CourtHigh Court in connection with the Scheme as are reasonably necessary or desirable to implement the Scheme; and (u) have been satisfied or, where permissible, waived on or before keep AbbVie reasonably informed as to the date performance of the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) obligations and responsibilities required of Appendix 7 Allergan pursuant to the Takeover Code, Scheme. Section 3.2 Responsibilities of AbbVie and Acquirer Sub in Respect of the Scheme. AbbVie and Acquirer Sub shall: (a) either (i) instruct counsel to appear on NortonLifeLock’s and/or Bidco’s its behalf at the Court Sanction Hearing and to undertake to the High Court to be bound by the terms of the Scheme in so far (including the issuance of the Share Consideration pursuant thereto) insofar as it relates to NortonLifeLock AbbVie or Acquirer Sub, or (ii) provide a written undertaking to the High Court to be bound by the terms of the Scheme (including the issuance of the Share Consideration pursuant thereto) insofar as it relates to AbbVie or Acquirer Sub; (b) if, and to the extent that, it or any of its Concert Parties owns or is interested in Allergan Shares, exercise all of its rights and, insofar as lies within its powers, procure that each of its Concert Parties shall exercise all of their respective rights, in respect of such Allergan Shares so as to implement, and otherwise support the implementation of, the Scheme, including by voting (and, in respect of interests in Allergan held via contracts for difference or other derivative instruments, insofar as lies within its powers, procuring that instructions are given to the holder of the underlying Allergan Shares to vote) in favor of the Resolutions or, if required by Law, the High Court or the Takeover Rules, refraining from voting, at any Court Meeting and/or Bidco.EGM as the case may be; (c) keep Allergan reasonably informed as to the performance of the obligations and responsibilities required of AbbVie and Acquirer Sub pursuant to the Scheme; (d) subject to the terms of this Agreement (including Section 7.2 If NortonLifeLock and/or Bidco becomes awarehereof) and the Scheme, after afford all such cooperation and assistance as may reasonably be requested of it by Allergan in respect of the publication preparation and verification of any document or in connection with any Clearance or confirmation required for the implementation of the Scheme, including the provision to Allergan in a timely manner of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Allergan may reasonably request (including for the purposes of preparing the Scheme Document); (e) assume responsibility for the information relating to it or any of its Subsidiaries contained in the Scheme Document, the Proxy Statement or any other document sent to Allergan Shareholders or filed with the High Court or in any announcement; (f) review and provide comments (if any) in a reasonably timely manner on all documentation submitted to it by Allergan; (g) to the extent that clearance of any fact, matter the Proxy Statement or circumstance that is (in NortonLifeLock’s reasonable opinion likely to (i) significantly change the Scheme timetable or (ii) applying Document by the test set out Panel might require that waivers and/or derogations in Rule 13.5 respect of the Takeover CodeRules be sought and obtained from the Panel, permit NortonLifeLock and/or Bidco make a submission for (and use reasonable best efforts to invoke any of the Conditions, NortonLifeLock shall have approved) such waiver or derogation as promptly as reasonably practicable after having provided Allergan with a reasonable opportunity to review and comment on such submission and considering in good faith such comments; and (subject to Lawh) inform Avast of the same as soon promptly as reasonably practicable, providing reasonable details notify Allergan of such factany other matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Proxy Statement or the Scheme Document with the SEC and the Panel, matter as applicable, or circumstanceimplementation of the Scheme, as the case may be.

Implementation of the Scheme. 7.1 NortonLifeLock and Bidco each undertakes 6.1 Subject to Avast: (a) save in respect of NortonLifeLock and Bidco’s obligations with respect to obtaining the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to take or cause to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast to implement the Transaction in accordance with, and subject to the terms and conditions set out in, this Agreement, the Announcement and the Scheme Document (or, following an Agreed Switch, the Offer Document); (b) that neither NortonLifeLock nor Bidco will object to the Court Sanction Hearing being convened as soon as reasonably practicable after the satisfaction or waiver of the Regulatory Conditions and the Shareholder Approval Conditions; (c) that before the Court Sanction Hearing, NortonLifeLock and/or Bidco Eagle shall deliver a notice in writing to Avast confirming either: (i) the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (ii) NortonLifeLock’s and/or Bidco’s intention to invoke a Condition (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers to be sufficiently material for the Panel to permit NortonLifeLock and/or Bidco to invoke the Condition (and, if such matter is capable of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matter); and (d) to the extent that all the Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court) have been satisfied or, where permissible, waived on or before the date of the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 to the Takeover Code, instruct counsel to appear on NortonLifeLock’s and/or Bidco’s behalf at the Court Scheme Sanction Hearing and to undertake to the Court on its behalf to be bound by the terms of the Scheme in so far insofar as it relates to NortonLifeLock and/or BidcoEagle. Eagle shall provide such documentation or information as may reasonably be required by the Company’s counsel or the Court in relation to such undertaking. 7.2 If NortonLifeLock and/or Bidco becomes aware6.2 The Company shall (and shall procure that any relevant member of the Acacia Group shall), after subject to applicable legal and regulatory requirements: (a) as soon as reasonably practicable and, to the publication extent practicable, in accordance with the Timetable, apply to the Court to schedule the Scheme Convening Hearing (to the extent not already scheduled prior to the date of this Agreement) and make all necessary applications, prepare and file such documents (including advertising or otherwise providing due notice (being email or (in the absence of a valid email address) special delivery post (or prepaid international recorded airmail if sent internationally))) of the Scheme Convening Hearing to any person affected by the Scheme and take such steps as may be necessary in connection therewith; (b) as soon as reasonably practicable and, to the extent practicable, in accordance with the Timetable, apply to the Court for permission to convene the Court Meeting, make all necessary applications, prepare and file such documents and take such steps as may be necessary in connection therewith; (c) subject to the prior written consent of Eagle (such consent not to be unreasonably withheld or delayed), finalise and (where required) settle with the Court the Scheme Document, of all relevant Scheme Ancillary Documents and any fact, matter or circumstance that is necessary advertisements; (in NortonLifeLock’s reasonable opinion likely to (id) significantly change the Scheme timetable or (ii) applying the test set out in Rule 13.5 of the Takeover Code, permit NortonLifeLock and/or Bidco to invoke any of the Conditions, NortonLifeLock shall (subject to Law) inform Avast of the same as soon as reasonably practicablepracticable following: (i) the Court making the Scheme Directions Order; and (ii) the Scheme Document, providing all relevant Scheme Ancillary Documents and any necessary advertisements being settled with the Court, arrange for the posting of the Scheme Document and all other relevant documents to the Scheme Shareholders and others entitled to receive the same, and thereafter publish and/or post such other documents and information as the Court may approve and/or direct from time to time in connection with the due implementation of the Scheme; (e) comply with the Court Orders and facilitate the convening and holding of the Court Meeting as directed by the Court; (f) provide such information and assistance as is reasonably requested by Eagle to enable Eagle to seek to obtain any stamp duty or stamp duty reserve tax ruling, clearance or consent it wishes to obtain in respect of the transfer to Eagle (or to a nominee of Eagle) of the Scheme Shares (or any interest in the Scheme Shares) or any agreement to transfer in respect thereof (a “Tax Clearance”), including by making any request for a Tax Clearance reasonably requested by Eagle, and to implement the Scheme in accordance with any procedural or other reasonable condition or requirement contained in any such Tax Clearance or as may otherwise reasonably be requested by Eagle; (g) once approved by the Court, not seek (by application to the Court or otherwise) to revise the Scheme Document or (unless required by the Court) to adjourn the Meetings, in each case, without the prior written consent of Eagle (such consent not to be unreasonably withheld or delayed); (h) not (unless required by the Court) agree to an extension of time in connection with, or to any amendment or withdrawal of, the Scheme without the prior written consent of Eagle (such consent not to be unreasonably withheld or delayed); (i) not make any material change to the timetable set out in the Scheme Document without the prior written consent of Eagle (such consent not to be unreasonably withheld or delayed); (j) prior to each Meeting, keep Eagle informed, as soon as reasonably practicable following a request from Eagle, of the number of proxy votes received in respect of the resolutions to be proposed at the GM and the Court Meeting and details of any material changes to the Company’s register of members that have occurred; (k) convene, hold and transact the relevant business at each of the Meetings at the time and date specified in the Scheme Document (or as soon as practicable thereafter or, if the Meetings are adjourned in accordance with Clause 6.2(g), at the time and on the date to which the Meetings have been adjourned) without amendment unless Eagle’s consent to any such factamendment is obtained (such consent not to be unreasonably withheld or delayed); (l) as soon as reasonably practicable following sanction of the Scheme and in any event no later than five Business Days after the Scheme Sanction Order issued by the Court being available for collection and/or registration, matter deliver to the UK registrar of companies for filing by and/or registration (as the case may be) originals and office copies of the Scheme Sanction Order and any other necessary documents to be filed with the UK registrar of companies for the purpose of causing the Scheme to become effective and to give effect to the provisions of the Scheme; and (m) take any action not otherwise contemplated by this Agreement and which is reasonably requested by Eagle to implement the Scheme. 6.3 The parties shall co-operate with each other and the Company shall use all reasonable endeavours (subject to any limitations of law and confidentiality) to assist Eagle to secure written irrevocable undertakings or circumstancecommitments from the three largest Scheme Shareholders to vote or procure votes in favour of the relevant resolutions relating to the Scheme at the Meetings. 6.4 On the Effective Date, the Company shall cause each member of the Acacia Group (other than the Company) that is treated as a “domestic corporation” for US federal tax purposes to deliver to the Company and to Eagle: (a) an executed certificate in form and substance reasonably satisfactory to Eagle and in compliance with the requirements of US Treasury Regulations §§ 1.897-2(h) and 1.1445-2(c)(3), dated as of the Effective Date, certifying that such member of the Acacia Group is not and has not been a US real property holding corporation during the five-year period ending on the Effective Date; and (b) a copy of the notice of such certification to be sent to the US Internal Revenue Service in accordance with the provisions of US Treasury Regulations Section 1.897-2(h)(2), together with written authorisation for each of the Company and Eagle to deliver such notice and a copy of such certification to the US Internal Revenue Service on behalf of the Company or Eagle, as applicable, after the Effective Date. 6.5 On the Effective Date, Eagle shall issue a guarantee, substantially in the form set out in Schedule 6, in favour of Cosmo Technologies Ltd (“Cosmo”) to unconditionally and irrevocably guarantee to Cosmo the due and punctual performance and observance by the Company of all of the Company’s obligations under the facility agreement dated 10 January 2020 between the Company and Cosmo, such issue of the guarantee being subject only to Cosmo agreeing (conditional only on the issue of such guarantee by Eagle) to amend the facility agreement to reduce the interest rate thereunder from 11 per cent. per annum to 9 per cent. per annum.

Implementation of the Scheme. 7.1 NortonLifeLock and 4.1 If the Acquisition is being implemented by way of the Scheme, Tencent Bidco each undertakes to Avastagrees to: (a) save provide as promptly as reasonably practicable to Sumo (or its legal advisors) all such information about itself, the Wider Tencent Group, the Tencent Bidco Directors and the Responsible Persons as may be reasonably requested and which is required by Sumo (or its legal advisers) having regard to the Code and other applicable Law (including any information required under applicable Law or the Code regarding the intentions of Tencent Bidco); (b) provide all other assistance and access which may be reasonably required for the preparation of the Scheme Document (and any other document required by applicable Law or under the Code to be published in respect connection with the Scheme), including access to, and ensuring that reasonable assistance is provided by, its professional advisers; and (c) procure that the Tencent Bidco Directors and the Responsible Persons accept responsibility, in the terms agreed with the Panel, for all information in the Scheme Document relating to themselves (and their close relatives (as defined in the Code), related trusts and other connected persons) and Tencent Bidco (as applicable), other members of NortonLifeLock the Wider Tencent Group and Bidco’s obligations with respect any statements of intention or the opinion, belief or expectation of the Tencent Bidco Directors and the Responsible Persons in relation to obtaining the Regulatory ApprovalsAcquisition or the enlarged Tencent Group following the completion of the Acquisition and any other information in the Scheme Document for which a bidder is required to accept responsibility under applicable Law or the Code. 4.2 Tencent Bidco agrees to correct any information provided by it for use in the Scheme Document or any other document to the extent that such information has become false or misleading as promptly as reasonably practicable after Tencent Bidco becomes aware that such information has become false or misleading. 4.3 If the Acquisition is being implemented by way of a Scheme, which shall be determined in accordance with Clause 3, Tencent Bidco undertakes to Sumo: (a) to co-operate with Avast Sumo and its advisers and to take or cause to be taken all such steps as are permissible by permitted under the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast Sumo to implement the Transaction Acquisition in accordance with, and subject to the terms and conditions set out in, this Agreement, the Announcement and the Scheme Document (or, following an Agreed a Switch, the Offer Document); (b) that neither NortonLifeLock nor Bidco it will not object to the Court Sanction Hearing being convened as soon as reasonably practicable practicable, provided that it is scheduled for a date that is not less than seven Business Days after the satisfaction of the Shareholder Approval Conditions and the satisfaction or waiver of the Regulatory Conditions and the Shareholder Approval Conditions; (c) that it shall not lapse or seek to lapse the Scheme under the Shareholder Approval Conditions in circumstances where the Sanction Hearing is not held on or before the Court 22nd day after the expected date of the Sanction HearingHearing where the delay in holding the Sanction Hearing arises as a result of any of the Clearances and/or any Regulatory Condition not having been satisfied by such time; (d) that before the Sanction Hearing (provided that it is scheduled for a date that is not less than seven Business Days after the satisfaction of the Shareholder Approval Conditions and the satisfaction or waiver of the Regulatory Conditions), NortonLifeLock and/or Bidco it shall deliver a notice in writing to Avast Sumo confirming either: (i) the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the CourtSanction Condition), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (ii) NortonLifeLock’s and/or Bidco’s its intention to invoke a Condition one or more Condition(s) (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover CodePanel), in which case NortonLifeLock and/or Bidco it shall promptly provide Avast Sumo with reasonable details of the event which has occurredoccurred (or failed to occur), or circumstances which have arisenarisen (or failed to arise), which NortonLifeLock and/or Tencent Bidco reasonably considers to be sufficiently material for the Panel to permit NortonLifeLock and/or it to invoke such Condition(s) or treat it as unsatisfied or incapable of satisfaction, and why Tencent Bidco considers such event or circumstances to be sufficiently material for the Panel to permit it to invoke the Condition Condition(s) (and, if such matter is capable of remedy by Avast, and shall provide Avast Sumo with reasonable opportunity to remedy such matter); and (de) to the extent that all the Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the CourtSanction Condition) have been satisfied or, where permissible, or waived on or before the date of the Court Sanction Hearing, NortonLifeLock and/or Tencent Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 to the Takeover Code, shall instruct counsel to appear on NortonLifeLock’s and/or Bidco’s its behalf at the Court Sanction Hearing and to undertake to the Court to be bound by the terms of the Scheme in so far insofar as it relates to NortonLifeLock and/or Tencent Bidco. 7.2 4.4 If NortonLifeLock and/or Tencent Bidco becomes aware, after the publication of the Scheme Document, aware of any fact, matter or circumstance that Tencent Bidco reasonably considers is (in NortonLifeLock’s reasonable opinion likely likely, after the issue of the Scheme Document, to (i) significantly change the Scheme timetable scheme timetable, or that Tencent Bidco reasonably considers would entitle it (ii) and, applying the test set out in Rule 13.5 of the Takeover Code, the Panel would permit NortonLifeLock and/or Bidco it) to invoke any of the ConditionsConditions or treat any of the Conditions as unsatisfied or incapable of satisfaction, NortonLifeLock shall Tencent or Tencent Bidco (subject to any restriction under applicable Law) shall inform Avast of the same Sumo as soon as is reasonably practicable, providing reasonable details of such fact, matter or circumstance.

Implementation of the Scheme. 7.1 NortonLifeLock and 5.1 Where the Acquisition is being implemented by way of the Scheme, Bidco each undertakes to Avast: (a) undertakes, save in respect of NortonLifeLock and Bidco’s obligations with respect to obtaining the Regulatory ApprovalsClearances, which shall be determined in accordance with Clause clause 3, to co-operate with Avast Target and its advisers and to take or cause to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast Target to implement the Transaction Acquisition in accordance with, and subject to the terms and conditions set out in, this Agreement, the Announcement and the Scheme Document (or, following an Agreed a Switch, the Offer Document);. 5.2 Where the Acquisition is being implemented by way of the Scheme: (ba) that neither NortonLifeLock nor Bidco will object to undertakes that, by no later than 12 noon on the Business Day immediately preceding the Court Sanction Hearing being convened as soon as reasonably practicable after the satisfaction or waiver of the Regulatory Conditions and the Shareholder Approval Conditions; (c) that before the Court Sanction Hearing, NortonLifeLock and/or Bidco it shall deliver a notice in writing to Avast confirming Target either: (i) confirming the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the CourtConditions), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (ii) NortonLifeLock’s and/or confirming Bidco’s intention to invoke a Condition one or more Conditions (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers entitle it to invoke such Condition(s) and the reasons why Bidco considers such event or circumstance to be sufficiently material for the Panel to permit NortonLifeLock and/or Bidco it to invoke the Condition (and, if such matter is capable of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matterCondition(s); and; (db) to where Bidco confirms the extent that satisfaction or waiver of all the Conditions (other than the Scheme Condition capable of being satisfied only upon Condition) in accordance with clause 5.2(a)(i), Bidco agrees that Target shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable as set out in the Scheme Document or following in any subsequent agreed announcement regarding the sanction implementation of the Acquisition); and (c) where Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme by the CourtCondition) have been satisfied orin accordance with clause 5.2(a)(i), where permissible, waived on or before the date of the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 to the Takeover Code, instruct counsel to appear on NortonLifeLock’s and/or Bidco’s behalf at the Court Sanction Hearing and irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate to Bidco, that Target or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as it relates may reasonably be required by Target, its counsel or the Court, in relation to NortonLifeLock and/or Bidcosuch agreement (including instructing Target’s counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake). 7.2 5.3 If NortonLifeLock and/or Bidco or Wellspring becomes aware, after the publication of the Scheme Document, aware of any fact, matter or circumstance that is (in NortonLifeLock’s reasonable opinion likely to (i) significantly change the Scheme timetable or (ii) applying the test set out in Rule 13.5 of the Takeover Code, permit NortonLifeLock and/or it reasonably considers would entitle Bidco to invoke (and the Panel would permit Bidco to so invoke) any of the ConditionsConditions or treat any of the Conditions as unsatisfied or incapable of satisfaction, NortonLifeLock Bidco or Wellspring shall (subject to Law) inform Avast of the same Target providing reasonable details as soon as is reasonably practicable. 5.4 If the Bidco Directors intend to invoke (and the Panel would permit Bidco to invoke) any of the Conditions, Bidco or Wellspring shall (subject to Law) inform the Target promptly providing reasonable details of such fact, matter or circumstancedetails.

Implementation of the Scheme. 7.1 NortonLifeLock and Bidco each Bidder undertakes to Avast: (a) save in respect of NortonLifeLock and Bidco’s obligations with respect to obtaining that, on the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to take or cause to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast to implement the Transaction in accordance with, and subject Business Day prior to the terms and conditions set out in, this Agreement, the Announcement and the Scheme Document (or, following an Agreed Switch, the Offer Document); (b) that neither NortonLifeLock nor Bidco will object to the Court Sanction Hearing being convened as soon as reasonably practicable after the satisfaction or waiver of the Regulatory Conditions and the Shareholder Approval Conditions; (c) that before the Court Sanction Hearing, NortonLifeLock and/or Bidco it shall deliver a notice in writing to Avast Target confirming either: (iA) the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the CourtCondition), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (iiB) NortonLifeLock’s and/or Bidco’s its intention to invoke a Condition one or more Conditions (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco Bidder reasonably considers entitles it to be invoke such Condition or treat it as unsatisfied or incapable of satisfaction and the reasons why it considers such event or circumstance sufficiently material for the Panel to permit NortonLifeLock and/or Bidco Bidder to invoke withdraw or lapse the Condition (and, if such matter Scheme. 7.2 Where the Combination is capable of remedy implemented by Avast, shall provide Avast with reasonable opportunity to remedy such matter); and (d) to the extent that all the Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction way of the Scheme by the Court) have been satisfied orScheme, where permissible, waived on or before the date of the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 to the Takeover Code, Bidder shall instruct counsel to appear on NortonLifeLock’s and/or Bidco’s its behalf at the Court Sanction Scheme Hearing and to undertake to the Court to be bound by the terms of the Scheme in so far insofar as it relates to NortonLifeLock and/or Bidco. 7.2 If NortonLifeLock and/or Bidco becomes aware, after Bidder to the publication extent that all the Conditions (other than paragraph 2(c) of the Conditions) have been satisfied or waived prior to or on the date of the Scheme DocumentHearing. Bidder shall provide such documentation or information as may reasonably be required by Target’s counsel or the Court, in relation to such undertaking. 7.3 If Bidder becomes aware of any fact, matter or circumstance that is it reasonably considers would allow any of the Conditions to be invoked (in NortonLifeLock’s reasonable opinion likely to (i) significantly change the Scheme timetable or (ii) applying the test set out in Rule 13.5 13.5(a) of the Takeover CodeCode and the Panel would permit it to so invoke), permit NortonLifeLock and/or Bidco to invoke any of the Conditions, NortonLifeLock shall Bidder (subject to any restriction under applicable Law) shall inform Avast Target promptly. 7.4 Bidder undertakes that the New Bidder Stock (to be issued to Target Shareholders as part of the same Consideration for the Combination) will be issued to Target Shareholders on the Effective Date, credited as soon as reasonably practicablefully paid and ranking pari passu with all other Bidder Stock then in issue, providing reasonable details of such factincluding the right to participate rateably and equally in any dividend or distribution declared, matter paid, or circumstancemade with reference to a record date on or after the Effective Date (save for any Bidder Permitted Dividend and any Bidder Equalising Dividend).

Implementation of the Scheme. 7.1 NortonLifeLock 3.1 The Society and Bidco the Acquirer will (to the extent that they are each undertakes able to Avast:do so) procure the implementation of the Scheme as outlined in the Scheme Document and this Agreement. (a) save in respect 3.2 As soon as practicable after the date of NortonLifeLock this Agreement, the Society and Bidco’s obligations with respect to obtaining the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to Acquirer will take or cause to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that and are necessary or required, and will provide each other with such other assistance as may reasonably requested by Avast be required, to implement the Transaction in accordance withScheme, and including without limitation the following: (a) subject to Clause 3.2(b), if, in addition to the terms and conditions set out in, this AgreementRegulatory Filings, the Announcement consent or approval of any Relevant Authority to the Acquisition or Scheme is required, then the Society or the Acquirer will as soon as practicable after the date of this Agreement make any such filing as it is required to make with a Relevant Authority to facilitate the Scheme and the Scheme Document Acquisition, promptly provide such information as may reasonably be requested by a Relevant Authority following any such filing and, if necessary, negotiate with any Relevant Authority in relation to any undertakings, orders or agreements which any such Relevant Authority requires to facilitate the Scheme, which negotiations shall be concluded if practicable at least 5 Business Days prior to 1 July 2011 (or, following an Agreed Switch, the Offer Document)expected Effective Date) or such other date as is agreed between the Parties; (b) that neither NortonLifeLock nor Bidco save as may be required by law or regulation or as otherwise approved by the Minister, the Society will object not agree to give any Relevant Authority (whether in relation to the Court Sanction Hearing being convened as soon as reasonably practicable after Regulatory Filings or pursuant to Clause 3.2(a)) any undertakings or agreements that would affect the satisfaction business or waiver assets of the Regulatory Conditions and Society following the Shareholder Approval ConditionsEffective Date without the prior written consent of the Acquirer (not to be unreasonably withheld or delayed); (c) the Society and the Acquirer will each promptly provide such information as may be requested by the CBI in connection with the application for the granting to the Successor Company of a Banking Licence; (d) the Society will apply to the Registrar of Companies under section 59 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 (the “2005 Act”) to reserve the name “EBS Limited” for the Successor Company for the purposes of the Scheme and, if the application is granted but the Effective Date has not occurred by the end of the reservation period notified by the Registrar of Companies, the Society shall apply for an extension of the reservation period in accordance with section 60 of the 2005 Act, and shall pay all related fees for this purpose; (e) following the passing of the Conversion Resolution by the Minister, the Society shall promptly apply to the CBI under section 104 of the 1989 Act for confirmation of the Scheme and shall publish notice of such application in accordance with section 98(2) (as applied by section 104(2)) of the 1989 Act; (f) in the event that any objections or representations relating to the application for confirmation of the Scheme are made to the CBI, the Society and the Acquirer will each promptly provide such information as may be required to enable the Society to comment effectively on those objections or representations before the Court Sanction Hearing, NortonLifeLock and/or Bidco shall deliver a notice in writing to Avast confirming either:expiry of such period as may be specified by the CBI under section 98(5) (as applied by section 104(2)) of the 1989 Act; and (ig) the subject to satisfaction or waiver (as the case may be) of all the Conditions (other than the Scheme Condition capable of being satisfied only upon or 1(d), following the sanction confirmation and registration of the Scheme by the Court)CBI, as contemplated by Section 3(g)(ithe Society shall promptly deliver to the Registrar of Companies the documents and shall pay the fees referred to in section 106 of the 1989 Act and the Society and the Acquirer will promptly confirm in writing satisfaction or waiver of such Conditions in accordance with section 101C(9)(b)(ii) and 9(c) of Appendix 7 the 1989 Act, 3.3 The Society and the Acquirer will each use their respective best endeavours to cause the Takeover Code; or (ii) NortonLifeLock’s and/or Bidco’s intention Effective Date to invoke a Condition (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers to be sufficiently material for the Panel to permit NortonLifeLock and/or Bidco to invoke the Condition (and, if such matter is capable of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matter); and (d) to the extent that all the Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court) have been satisfied or, where permissible, waived occur on or before about, but not before, 1 July 2011. If the date of Effective Date does not occur on 1 July 2011, the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 Society and the Acquirer will each use their respective best endeavours to cause the Takeover Code, instruct counsel Effective Date to appear occur on NortonLifeLock’s and/or Bidco’s behalf at the Court Sanction Hearing and to undertake to the Court to be bound by the terms of the Scheme in so far as it relates to NortonLifeLock and/or Bidco. 7.2 If NortonLifeLock and/or Bidco becomes aware, after the publication of the Scheme Document, of any fact, matter or circumstance that is (in NortonLifeLock’s reasonable opinion likely to (i) significantly change the Scheme timetable or (ii) applying the test set out in Rule 13.5 of the Takeover Code, permit NortonLifeLock and/or Bidco to invoke any of the Conditions, NortonLifeLock shall (subject to Law) inform Avast of the same a Business day as soon as reasonably practicablepracticable thereafter, providing reasonable details subject always to the provisions of such factsection 101C(10) of the ▇▇▇▇ ▇▇▇. 3.4 For the purposes of paragraph 38 of the Credit Institutions (Financial Support) Scheme 2008, matter or circumstancethe Minister consents to the acquisition of the Shares by the Acquirer by means of the Scheme.

Implementation of the Scheme. 7.1 NortonLifeLock and 5.1 If Bidco each undertakes intends to Avastinvoke (and, applying the test set out in Rule 13.5 of the Code, the Panel would permit it to so invoke) any of the Conditions, Bidco shall, subject to applicable Law, inform EMIS as soon as is reasonably practicable, providing reasonable details. 5.2 Where the Acquisition is being implemented by way of the Scheme: (aA) save in respect of NortonLifeLock and Bidco’s obligations with respect Bidco undertakes to obtaining the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to take or cause to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that are necessary or reasonably requested by Avast to implement the Transaction in accordance with, and subject to the terms and conditions set out in, this Agreement, the Announcement and the Scheme Document (or, following an Agreed Switch, the Offer Document); (b) that neither NortonLifeLock nor Bidco will object to the Court Sanction Hearing being convened as soon as reasonably practicable after the satisfaction or waiver of the Regulatory Conditions and the Shareholder Approval Conditions; (c) that before the Court Sanction Hearing, NortonLifeLock and/or Bidco shall deliver a notice in writing to Avast EMIS on the Business Day immediately prior to the Sanction Hearing, confirming either: (i) the satisfaction or waiver of all Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the CourtConditions), as contemplated by Section 3(g)(i) of Appendix 7 to the Takeover Code; or (ii) NortonLifeLock’s and/or Bidco’s its intention to invoke a Condition one or more Conditions (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers entitles it to be invoke such Condition or treat it as unsatisfied or incapable of satisfaction, and the reasons why Bidco considers such event or circumstance sufficiently material for the Panel to permit NortonLifeLock and/or Bidco it to invoke the Condition (and, if such matter is capable of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matter)Condition; and (dB) to where ▇▇▇▇▇ confirms the extent that satisfaction or waiver of all the Conditions (other than the Scheme Condition capable of being satisfied only upon or following Conditions) in accordance with clause 5.2(A)(i): (i) ▇▇▇▇▇ agrees that EMIS shall be permitted to take the sanction of necessary steps to procure that the Scheme by the CourtSanction Hearing is duly held as soon as reasonably practicable thereafter; (ii) have been satisfied or, where permissible, waived on or before the date of the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 ▇▇▇▇▇ agrees to the Takeover Code, instruct counsel to appear on NortonLifeLock’s and/or Bidco’s its behalf at the Court Sanction Hearing and to undertake to the Court to be bound by the terms of the Scheme and consent to the implementation of the Scheme; and (iii) Bidco shall co-operate in so far relation to, and provide such documentation or information as it relates to NortonLifeLock and/or Bidcomay reasonably be required by EMIS's counsel or the Court in relation to, such undertaking. 7.2 If NortonLifeLock and/or 5.3 Bidco becomes awareshall co-operate with EMIS and provide such documentation or information as may reasonably be required by EMIS's counsel or the Court, after in relation to EMIS's request that the publication of Court approve the Scheme Document, of any fact, matter or circumstance that is (in NortonLifeLock’s reasonable opinion likely extension to (i) significantly change the Scheme timetable or (ii) applying the test set out in Rule 13.5 of the Takeover Code, permit NortonLifeLock and/or Bidco Long Stop Date to invoke any of the Conditions, NortonLifeLock shall (subject to Law) inform Avast of the same as soon as reasonably practicable, providing reasonable details of such fact, matter or circumstance30 June 2024.

Implementation of the Scheme. 7.1 NortonLifeLock 3.1 The Society and Bidco the Acquirer will (to the extent that they are each undertakes able to Avast:do so) procure the implementation of the Scheme as outlined in the Scheme Document and this Agreement. (a) save in respect 3.2 As soon as practicable after the date of NortonLifeLock this Agreement, the Society and Bidco’s obligations with respect to obtaining the Regulatory Approvals, which shall be determined in accordance with Clause 3, to co-operate with Avast and its advisers and to Acquirer will take or cause to be taken all such steps as are permissible by the Takeover Code and Law and are within its power that and are necessary or required, and will provide each other with such other assistance as may reasonably requested by Avast be required, to implement the Transaction in accordance withScheme, and including without limitation the following: (a) subject to Clause 3.2(b), if, in addition to the terms and conditions set out in, this AgreementRegulatory Filings, the Announcement consent or approval of any Relevant Authority to the Acquisition or Scheme is required, then the Society or the Acquirer will as soon as practicable after the date of this Agreement make any such filing as it is required to make with a Relevant Authority to facilitate the Scheme and the Scheme Document Acquisition, promptly provide such information as may reasonably be requested by a Relevant Authority following any such filing and, if necessary, negotiate with any Relevant Authority in relation to any undertakings, orders or agreements which any such Relevant Authority requires to facilitate the Scheme, which negotiations shall be concluded if practicable at least 5 Business Days prior to 1 July 2011 (or, following an Agreed Switch, the Offer Document)expected Effective Date) or such other date as is agreed between the Parties; (b) that neither NortonLifeLock nor Bidco save as may be required by law or regulation or as otherwise approved by the Minister, the Society will object not agree to give any Relevant Authority (whether in relation to the Court Sanction Hearing being convened as soon as reasonably practicable after Regulatory Filings or pursuant to Clause 3.2(a)) any undertakings or agreements that would affect the satisfaction business or waiver assets of the Regulatory Conditions and Society following the Shareholder Approval ConditionsEffective Date without the prior written consent of the Acquirer (not to be unreasonably withheld or delayed); (c) the Society and the Acquirer will each promptly provide such information as may be requested by the CBI in connection with the application for the granting to the Successor Company of a Banking Licence; (d) the Society will apply to the Registrar of Companies under section 59 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 (the “2005 Act”) to reserve the name “EBS Limited” for the Successor Company for the purposes of the Scheme and, if the application is granted but the Effective Date has not occurred by the end of the reservation period notified by the Registrar of Companies, the Society shall apply for an extension of the reservation period in accordance with section 60 of the 2005 Act, and shall pay all related fees for this purpose; (e) following the passing of the Conversion Resolution by the Minister, the Society shall promptly apply to the CBI under section 104 of the 1989 Act for confirmation of the Scheme and shall publish notice of such application in accordance with section 98(2) (as applied by section 104(2)) of the 1989 Act; (f) in the event that any objections or representations relating to the application for confirmation of the Scheme are made to the CBI, the Society and the Acquirer will each promptly provide such information as may be required to enable the Society to comment effectively on those objections or representations before the Court Sanction Hearing, NortonLifeLock and/or Bidco shall deliver a notice in writing to Avast confirming either:expiry of such period as may be specified by the CBI under section 98(5) (as applied by section 104(2)) of the 1989 Act; and (ig) the subject to satisfaction or waiver (as the case may be) of all the Conditions (other than the Scheme Condition capable of being satisfied only upon or 1(d), following the sanction confirmation and registration of the Scheme by the Court)CBI, as contemplated by Section 3(g)(ithe Society shall promptly deliver to the Registrar of Companies the documents and shall pay the fees referred to in section 106 of the 1989 Act and the Society and the Acquirer will promptly confirm in writing satisfaction or waiver of such Conditions in accordance with section 101C(9)(b)(ii) and 9(c) of Appendix 7 the 1989 Act. 3.3 The Society and the Acquirer will each use their respective best endeavours to cause the Takeover Code; or (ii) NortonLifeLock’s and/or Bidco’s intention Effective Date to invoke a Condition (if permitted by the Panel as contemplated in Section 3 of Appendix 7 to the Takeover Code), in which case NortonLifeLock and/or Bidco shall promptly provide Avast with details of the event which has occurred, or circumstances which have arisen, which NortonLifeLock and/or Bidco reasonably considers to be sufficiently material for the Panel to permit NortonLifeLock and/or Bidco to invoke the Condition (and, if such matter is capable of remedy by Avast, shall provide Avast with reasonable opportunity to remedy such matter); and (d) to the extent that all the Conditions (other than the Scheme Condition capable of being satisfied only upon or following the sanction of the Scheme by the Court) have been satisfied or, where permissible, waived occur on or before about, but not before, 1 July 2011. If the date of Effective Date does not occur on 1 July 2011, the Court Sanction Hearing, NortonLifeLock and/or Bidco shall, as contemplated by Section 3(g)(ii) of Appendix 7 Society and the Acquirer will each use their respective best endeavours to cause the Takeover Code, instruct counsel Effective Date to appear occur on NortonLifeLock’s and/or Bidco’s behalf at the Court Sanction Hearing and to undertake to the Court to be bound by the terms of the Scheme in so far as it relates to NortonLifeLock and/or Bidco. 7.2 If NortonLifeLock and/or Bidco becomes aware, after the publication of the Scheme Document, of any fact, matter or circumstance that is (in NortonLifeLock’s reasonable opinion likely to (i) significantly change the Scheme timetable or (ii) applying the test set out in Rule 13.5 of the Takeover Code, permit NortonLifeLock and/or Bidco to invoke any of the Conditions, NortonLifeLock shall (subject to Law) inform Avast of the same a Business day as soon as reasonably practicablepracticable thereafter, providing reasonable details subject always to the provisions of such factsection 101C(10) of the ▇▇▇▇ ▇▇▇. 3.4 For the purposes of paragraph 38 of the Credit Institutions (Financial Support) Scheme 2008, matter or circumstancethe Minister consents to the acquisition of the Shares by the Acquirer by means of the Scheme.