Common use of Implementation of the Scheme Clause in Contracts

Implementation of the Scheme. 5.1 Where the Acquisition is being implemented by way of a Scheme, the Offeror undertakes to confirm in writing to the Company by no later than 11.59 p.m. on the Business Day immediately prior to the Court Hearing either: 5.1.1 the satisfaction or, where permissible, waiver of the Conditions (other than the Scheme Conditions); or 5.1.2 its intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Offeror considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction and why the Offeror considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition. 5.2 If the Offeror becomes aware of any fact, matter or circumstance that would or in its opinion is likely to allow any of the Conditions to be invoked, the Offeror shall, subject to Law, inform the Company as soon as reasonably practicable following it becoming so aware and shall in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably request. 5.3 If the Acquisition is being implemented by way of the Scheme, the Offeror shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf at the Court Hearing, agree to be bound by and consent to the implementation of the Scheme insofar as it relates to the Offeror to the extent that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or at the Court Hearing.

Implementation of the Scheme. 5.1 6.1 Where the Acquisition is being implemented by way of the Scheme: (A) the Bidder undertakes that, prior to the Scheme Hearing, it or the Bidco shall deliver a Scheme, the Offeror undertakes to confirm notice in writing to the Company by no later than 11.59 p.m. on the Business Day immediately prior to the Court Hearing Target confirming either: 5.1.1 (i) the satisfaction or, where permissible, or waiver of the all Conditions (other than the Scheme Conditions); or 5.1.2 its (ii) the Bidco’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Offeror Bidco reasonably considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction and the reasons why the Offeror it considers such event or circumstance to be circumstances sufficiently material for the Panel to permit the Bidder to withdraw or lapse the Scheme; (B) the Bidco shall instruct counsel to appear on its behalf at the Scheme Hearing and undertake to the Court to be bound by the terms of the Scheme insofar as it relates to invoke the Bidco to the extent that all the Conditions (other Condition 2(c)(i) (Court Sanction)) have been satisfied or waived prior to or on the date of the Scheme Hearing. The Bidder shall provide such Condition.documentation or information as may reasonably be required by the Target’s counsel or the Court, in relation to such undertaking; and 5.2 If (C) without prejudice to Clause 6.1(A), if the Offeror Bidder becomes aware of any fact, matter or circumstance that would or in its opinion is likely it reasonably considers entitles Bidco to allow any invoke (with the consent of the Panel) one or more Conditions to be invoked(applying the test set out in Rule 13.5(a) of the Code), the Offeror shall, Bidder (subject to any restriction under applicable Law, ) shall inform the Company as soon as reasonably practicable following it becoming so aware and shall in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably requestTarget promptly. 5.3 If the Acquisition is being implemented by way of the Scheme, the Offeror shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf at the Court Hearing, agree to be bound by and consent to the implementation of the Scheme insofar as it relates to the Offeror to the extent that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or at the Court Hearing.

Implementation of the Scheme. 5.1 6.1 Where the Acquisition Merger is being implemented by way of a the Scheme, the Offeror BPC undertakes to confirm deliver a notice in writing to the Company by no later than 11.59 p.m. CERP on the Business Day immediately prior to the Court Hearing Sanction Hearing, confirming either: 5.1.1 the satisfaction or, where permissible, waiver of (a) it has waived or treated as satisfied all the Conditions (other than the Scheme Conditions); or 5.1.2 (b) its intention to invoke one or more Conditions (if permitted by the Panel) ), and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Offeror BPC reasonably considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction satisfaction, and why the Offeror BPC considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such ConditionCondition(s). 5.2 If 6.2 Where the Offeror becomes aware of any fact, matter or circumstance that would or in its opinion is likely to allow any of the Conditions to be invoked, the Offeror shall, subject to Law, inform the Company as soon as reasonably practicable following it becoming so aware and shall in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably request. 5.3 If the Acquisition Merger is being implemented by way of the Scheme, the Offeror shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf at the Court Hearing, agree to be bound by and consent to the implementation of the Scheme insofar as it relates to the Offeror to the extent that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or on the date of the Sanction Hearing, BPC shall instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the Court Hearingto be bound by the terms of the Scheme in so far as it relates to BPC. BPC shall provide such documentation or information as may reasonably be required by CERP’s counsel or the Court in relation to such undertaking. 6.3 If the board of BPC intends to invoke (and the Panel would permit BPC to so invoke) any of the Conditions, BPC shall inform CERP, providing reasonable details as soon as is reasonably practicable and shall provide CERP with reasonable opportunity to remedy such matter, in each case to the extent permitted by Law.

Implementation of the Scheme. 5.1 6.1 Where the Acquisition Transaction is being implemented by way of a the Scheme, and provided that: (A) the Offeror date set for the Scheme Hearing has been agreed to by ▇▇▇▇▇’▇ in writing; or (B) otherwise set for a date no earlier than the earlier in time to occur of: (i) the date on which each of Conditions 2(A), 2(B), 3 and 4 have been satisfied or (where applicable, waived); and (ii) the date that is one month prior to the Longstop Date. ▇▇▇▇▇’▇ undertakes that, prior to confirm the Scheme Hearing, it shall deliver a Notice in writing to the Company by no later than 11.59 p.m. on the Business Day immediately prior to the Court Hearing City Pubs either: 5.1.1 (a) confirming the satisfaction or, where permissible, or waiver of the all Conditions (other than the Scheme ConditionsCondition); or 5.1.2 (b) confirming its intention to invoke one or more Conditions (if and to the extent permitted by the Panel) and providing reasonable details of the event which that has occurred, or failed to occur, or circumstances which have arisen, which the Offeror ▇▇▇▇▇’▇ reasonably considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction and (and, in the case of any Condition to which Rule 13.5(a) of the Code applies, setting out why the Offeror Young’s considers such event or circumstance circumstances to be sufficiently of material significance to ▇▇▇▇▇’▇ in the context of the Transaction for the Panel purposes of Rule 13.5(a) of the Code), and, in circumstances where ▇▇▇▇▇’▇ confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition), ▇▇▇▇▇’▇ agrees that City Pubs shall be permitted to permit take all necessary steps to procure that the Scheme Hearing is duly held as soon as reasonably practicable thereafter. Without prejudice to clause 6.3, if at any point up to 11:59 p.m. on the Business Day prior to the date set for the Scheme Hearing (the “Prior Day”), ▇▇▇▇▇’▇ is aware of any fact, matter or circumstance that would reasonably be expected to allow any of the Conditions to be invoked, ▇▇▇▇▇’▇ shall inform City Pubs as soon as reasonably practicable (specifying reasonable details of the ground(s) on which it may be permitted to invoke the relevant Condition), and in any event on the Prior Day, and Young’s and City Pubs shall use their reasonable endeavours to procure that the Scheme Hearing is postponed for a period of up to three (3) Business Days (or such further period as the parties may agree) to allow for the investigation of such fact, matter or circumstance. Following the conclusion of such investigation, ▇▇▇▇▇’▇ shall either confirm that the relevant Condition has been satisfied or waived or, if and to the extent permitted by the Panel, invoke the relevant Condition. 5.2 6.2 Where the Transaction is implemented by way of the Scheme (and to the extent that all Conditions, other than paragraph (C) of the Scheme Condition, have been satisfied or waived prior to or on the date of the Scheme Hearing), ▇▇▇▇▇’▇ shall instruct counsel to appear on its behalf at the Scheme Hearing and undertake to the Court to be bound by the terms of the Scheme insofar as it relates to Young’s. As soon as reasonably practicable, following a request for the same from City Pubs, ▇▇▇▇▇’▇ shall provide such documentation or information as may reasonably be required by City Pubs’s counsel or the Court, in relation to such undertaking. 6.3 If the Offeror Young’s becomes aware of any fact, matter or circumstance that it reasonably considers would or in its opinion is likely to allow any of the Conditions to be invoked, invoked (applying the Offeror shall, subject to Law, inform the Company as soon as reasonably practicable following it becoming so aware and shall test set out in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably request. 5.3 If the Acquisition is being implemented by way Rule 13.5 of the SchemeCode and the Panel would permit it to so invoke) and intends to invoke any such Condition, the Offeror shall vote or shall procure the voting of the Company Shares which it holds Young’s (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf at the Court Hearing, agree to be bound by and consent to the implementation of the Scheme insofar as it relates to the Offeror to the extent that all permitted by applicable law) shall inform City Pubs promptly (and in any event before approaching the Panel) with reasonable details of the Conditions (other than ground(s) on which it may be permitted to invoke the Scheme Conditions) have been satisfied or waived prior to or at the Court Hearingrelevant Condition.

Implementation of the Scheme. 5.1 6.1 Where the Acquisition is being implemented by way of a the Scheme: (a) ▇▇▇▇▇▇ undertakes that, the Offeror undertakes to confirm in writing to the Company by no later than 11.59 p.m. 11.59p.m. on the Business Day immediately prior preceding the Sanction Hearing, it shall deliver a notice in writing to the Court Hearing Meggitt either: 5.1.1 (i) confirming the satisfaction or, where permissible, or waiver of the all Conditions (other than the Scheme Conditions); or 5.1.2 (ii) confirming its intention to invoke one or more Conditions a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Offeror ▇▇▇▇▇▇ reasonably considers entitles entitle it to invoke any such the Condition or treat it as unsatisfied or incapable of satisfaction and why the Offeror ▇▇▇▇▇▇ considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition.; 5.2 If (b) where ▇▇▇▇▇▇ confirms the Offeror satisfaction or waiver of all Conditions (other than the Scheme Conditions) in accordance with clause 6.1(a)(i), ▇▇▇▇▇▇ agrees that Meggitt shall be permitted to take the necessary steps to procure that the Sanction Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); (c) ▇▇▇▇▇▇ shall instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall provide such documentation or information as may reasonably be required by Meggitt’s counsel or the Court in relation to such undertaking; and (d) without prejudice to clause 6.1(a), if ▇▇▇▇▇▇ becomes aware of any fact, matter or circumstance that would it considers entitles it to invoke (with the consent of the Panel) one or in its opinion is likely to allow more Conditions or treat any of the Conditions to be invokedas unsatisfied or incapable of satisfaction (applying in each case the test set out in Rule 13.5 of the Code), the Offeror shall, ▇▇▇▇▇▇ (subject to any restriction under applicable Law, ) shall inform the Company Meggitt providing reasonable details as soon as reasonably practicable following it becoming so aware and shall in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably requestpracticable. 5.3 If the Acquisition is being implemented by way of the Scheme, the Offeror shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf at the Court Hearing, agree to be bound by and consent to the implementation of the Scheme insofar as it relates to the Offeror to the extent that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or at the Court Hearing.

Implementation of the Scheme. 5.1 Where 7.1 This clause 7 shall apply if the Acquisition is being to be implemented by way means of a the Scheme. 7.2 Target shall use its reasonable endeavours to: (a) make all necessary applications and prepare all other documentation as is necessary in order to procure: (i) the Scheme Directions Order at the Scheme Directions Hearing; and (ii) the Scheme Sanction Order at the Scheme Sanction Hearing, provided that the Scheme Sanction Hearing shall not be convened until Bidder has complied with its obligations in clause 7.3 or if there exists an Outstanding Material Breach until such breach has been remedied in accordance with clause 9.1(l) or finally determined in favour of Target in accordance with clause 10; (b) comply with the relevant Court Orders and facilitate the convening and holding of the Court Meeting as directed by the Court; (c) attend each of the Scheme Directions Hearing, the Offeror undertakes Court Meeting and the Scheme Sanction Hearing; and (d) take all steps and actions as is reasonably necessary to confirm effect the Scheme in writing accordance with its terms. 7.3 Subject to clause 3.6 and save to the Company extent there is an Outstanding Material Breach, Bidder undertakes that by no later than 11.59 p.m. 9.00 a.m. on the Business Day immediately prior date of the Scheme Sanction Hearing it will deliver a notice in writing to the Court Hearing Target confirming that either: 5.1.1 the satisfaction or, where permissible, waiver of (a) the Conditions (other than the Scheme Conditions)) have each been satisfied or that Bidder has waived or treated as satisfied such Conditions; or 5.1.2 its intention (b) it intends to invoke one or more Conditions (if permitted by the Panel) treat as incapable of satisfaction any Condition, in which case such written notice shall identify any Condition which it intends to invoke or treat as incapable of satisfaction and providing provide reasonable details of the event which has occurred, or circumstances circumstance which have has arisen, which the Offeror it considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction and why such Condition, provided that, save in circumstances where there is an Outstanding Material Breach, if Bidder fails to deliver such written notice by such time the Offeror considers Conditions (other than the Scheme Conditions) shall be deemed to have been satisfied. 7.4 Each Party shall use its reasonable endeavours to ensure that any Target Shareholder who has entered into an irrevocable undertaking in favour of any member of the Bidder Group before, on or after the date of this agreement shall comply with the terms of such event undertaking by exercising (or circumstance to refrain from exercising) its voting rights in respect of Target Shares the subject of such undertaking as may be sufficiently material required for the Panel to permit it to invoke such Condition. 5.2 If the Offeror becomes aware of any fact, matter or circumstance that would or in its opinion is likely to allow any lawful and due passing of the Conditions to be invoked, relevant resolutions at the Offeror shall, subject to Law, inform Court Meeting and the Company as soon as reasonably practicable following it becoming so aware and shall in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably request. 5.3 If the Acquisition is being implemented by way lawful implementation of the Scheme, the Offeror shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions. 5.4 Where 7.5 Bidder shall undertake to the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf Court at the Court Hearing, agree Scheme Sanction Hearing to be bound by and consent to the implementation terms of the Scheme insofar as it relates to the Offeror to the extent Bidder, but only so long as Bidder had confirmed that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived in accordance with clause 7.3(a) (or is deemed to have made such confirmation in accordance with clause 7.3). 7.6 Target undertakes to deliver the Scheme Sanction Order to the Jersey Registrar as soon as practicable and in any event no later than one Jersey Business Day after the Scheme Sanction Order issued by the Court being available for collection by the Judicial Greffe (or: (i) if the offices of the Jersey Registrar are closed on such date, the first Jersey Business Day thereafter when such offices are open; or (ii) such later date as may be agreed in writing by the Parties). 7.7 Target shall procure that on the Effective Date: (a) the Target Independent Directors (other than either ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇) and ▇▇▇▇▇▇▇▇ ▇▇▇▇ each deliver a letter of resignation in the agreed terms to Target, such resignations to take effect from the Effective Date; (b) ▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as applicable, deliver a letter of resignation in the agreed terms to Target, such resignation to take effect from the Completion Date (subject to the Acquisition having been implemented on the Completion Date); and (c) those persons nominated by Bidder (being no more than three individuals) be appointed as Target Directors (the “Bidder Nominated Directors”). 7.8 It is hereby agreed and acknowledged that on or after the Effective Date, the Target Directors shall constitute the Target Implementation Committee to implement the Acquisition and/or enforce any right of Target under the terms of this agreement, including the settlement of the Scheme Consideration due to Target Shareholders. Bidder shall procure that the Bidder Nominated Directors shall assist the Target Implementation Committee in the implementation of the Acquisition and shall not intentionally obstruct the operation of the Target Implementation Committee, in each case, to the extent each Bidder Nominated Director is permitted to do so and as required pursuant to his fiduciary and other duties. In the period between the Effective Date and the Completion Date, the Bidder Nominated Directors shall abstain from voting on any decision of the Target Board relating to the implementation of the Acquisition and/or enforcement of Target’s rights under the terms of this agreement, which shall be the exclusive domain of the Target Implementation Committee. 7.9 If the Scheme has become Effective, Bidder shall on or, to the extent required by Law and the procedural requirements of Target’s transfer secretaries (which shall be notified in writing by Target to Bidder no later than five Business Day in advance of the Scheme Sanction Hearing), before the Completion Date, procure that an amount equal to the Scheme Consideration is paid to Target’s transfer secretaries by wire transfer of immediately available funds of same day value (without any deduction or withholding and without regard to any lien, right of set-off, counter-claim or otherwise, except as required by Law) in order to enable Target’s transfer secretaries to electronically settle the Scheme Consideration to those Scheme Shareholders which hold Scheme Shares in uncertificated form on the Completion Date, in each case, to such bank accounts as may be notified by Target to Bidder in writing in advance of such payment and receipt in such accounts of such funds shall be good discharge to Bidder. 7.10 Bidder provides the following undertakings in relation to the Commitment Letter: (a) Bidder shall not cause or permit the Commitment Letter to be amended in such a way as to prejudice its rights thereunder or reduce the Commitment (as defined in the Commitment Letter) or to be terminated except in accordance with its terms, nor shall Bidder transfer or waive any of its rights thereunder, without the prior written consent of Target; (b) Bidder shall issue all required draw-down notices and provide all other administrative requirements required from Bidder to enable Bidder to receive the payments contemplated in the Commitment Letter such that Bidder is able to comply with its obligation to pay the Scheme Consideration in accordance with clause 7.9; (c) Bidder shall apply the funds payable to it pursuant to the Commitment Letter for the purposes envisaged in the Commitment Letter; (d) if Bidder has not paid: (i) the Scheme Consideration in accordance with clause 7.9 to the extent payable and lawfully due pursuant to the Scheme Sanction Order; or (ii) any damages owed by Bidder to Target as a result of Completion not occurring due to a breach by Bidder of its obligations under clause 7.9, in each case, because and to the extent that the amounts due and payable under the Commitment Letter have not been paid to it, Bidder undertakes to enforce its relevant rights under the terms of the Commitment Letter. 7.11 On the Completion Date, subject to Bidder having complied with its obligations in clause 7.9, Target shall procure that the name of Bidder is entered into the register of members of Target as the sole legal holder of the Target Shares. 7.12 Target shall take all steps and actions as is reasonably necessary prior to or the Completion Date to effect the termination of the listing of all Target Shares on the Main Board of the JSE and the Official List of the SEM at the Court Hearingcommencement of trading on the Main Board of the JSE and the Official List of the SEM, respectively, on the Business Day immediately after the Completion Date. 7.13 Target shall, and shall procure that each Target Director shall, use its reasonable endeavours to assist Bidder in connection with the TISE Application, including: (a) assist and co-operate with Bidder (and its professional advisers) in the preparation of the documents required in connection with the TISE Application, including any prospectus, listing document or offering memorandum and other ancillary documents; (b) upon request by Bidder (or its professional advisers), provide such information and documents relating to the Target Group as reasonably required by Bidder (or its professional advisers) in connection with the TISE Application; (c) provide reasonable access to the Target Directors and the Management Team (who shall be instructed to give such information, assistance and explanations as Bidder (or its professional advisers) may reasonably request in connection with the TISE Application); and (d) the approval of the appointment of a listing sponsor selected by Bidder to fulfil the role of listing sponsor in respect of the TISE Application, in each case, ensuring all such assistance, information and access is supplied accurately and in a timely manner. 7.14 Target shall, and shall procure that each relevant Target Group Company and each relevant Target Relevant Person (as the case may be) shall, use its reasonable endeavours to assist and co-operate with Bidder in delivering the documents set out in the Target Loan Facilities Consents on the Effective Date to the relevant lenders set out in the Target Loan Facilities Consents.

Implementation of the Scheme. 5.1 6.1 Where the Acquisition is being implemented by way of a the Scheme, the Offeror Bidco undertakes to confirm in writing to the Company by no later than 11.59 p.m. that, on the Business Day immediately prior to the Court Hearing eitherScheme Sanction Hearing, it shall deliver a notice in writing to Stock Spirits either confirming: 5.1.1 (A) the satisfaction or, where permissible, or waiver of the all Conditions (other than the Scheme Conditions); or 5.1.2 its intention (B) that it intends to invoke one or more Conditions (if permitted under the Code and by the Panel) and and, if applicable, providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Offeror Bidco reasonably considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction satisfaction, and the reasons why the Offeror it considers such event or circumstance to be sufficiently material for the Panel to permit it Bidco to invoke such ConditionCondition(s). 5.2 If the Offeror becomes aware of any fact, matter or circumstance that would or in its opinion is likely to allow any of the Conditions to be invoked, the Offeror shall, subject to Law, inform the Company as soon as reasonably practicable following it becoming so aware and shall in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably request. 5.3 If 6.2 Where the Acquisition is being implemented by way of the Scheme, the Offeror Bidco shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing instruct counsel to appear on its behalf at the Scheme Sanction Hearing and undertake to the Court Hearing, agree to be bound by and consent to the implementation terms of the Scheme insofar as it relates to the Offeror Bidco, to the extent that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or at on the date of the Scheme Sanction Hearing. Bidco shall provide such documentation or information as may reasonably be required by Stock Spirits’ counsel or the Court Hearingin relation to such undertaking. 6.3 If the board of Bidco resolves (or Bidco otherwise decides) to seek consent from the Panel to invoke any of the Conditions, then Bidco shall, subject to applicable Law, inform Stock Spirits in writing of the same, providing reasonable details as soon as is reasonably practicable.

Implementation of the Scheme. 5.1 6.1 Where the Acquisition is being implemented by way of a the Scheme: (a) ▇▇▇▇▇▇ undertakes that, the Offeror undertakes to confirm in writing to the Company by no later than 11.59 p.m. 11.59p.m. on the Business Day immediately prior preceding the Sanction Hearing, it shall deliver a notice in writing to the Court Hearing Meggitt either: 5.1.1 (i) confirming the satisfaction or, where permissible, or waiver of the all Conditions (other than the Scheme Conditions); or 5.1.2 (ii) confirming its intention to invoke one or more Conditions a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Offeror ▇▇▇▇▇▇ reasonably considers entitles entitle it to invoke any such the Condition or treat it as unsatisfied or incapable of satisfaction and why the Offeror ▇▇▇▇▇▇ considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition.; 5.2 If (b) where ▇▇▇▇▇▇ confirms the Offeror satisfaction or waiver of all Conditions (other than the Scheme Conditions) in accordance with clause 6.1(a)(i), ▇▇▇▇▇▇ agrees that Meggitt shall be permitted to take the necessary steps to procure that the Sanction Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); (c) ▇▇▇▇▇▇ shall instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall provide such documentation or information as may reasonably be required by ▇▇▇▇▇▇▇’▇ counsel or the Court in relation to such undertaking; and (d) without prejudice to clause 6.1(a), if ▇▇▇▇▇▇ becomes aware of any fact, matter or circumstance that would it considers entitles it to invoke (with the consent of the Panel) one or in its opinion is likely to allow more Conditions or treat any of the Conditions to be invokedas unsatisfied or incapable of satisfaction (applying in each case the test set out in Rule 13.5 of the Code), the Offeror shall, ▇▇▇▇▇▇ (subject to any restriction under applicable Law, ) shall inform the Company Meggitt providing reasonable details as soon as reasonably practicable following it becoming so aware and shall in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably requestpracticable. 5.3 If the Acquisition is being implemented by way of the Scheme, the Offeror shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf at the Court Hearing, agree to be bound by and consent to the implementation of the Scheme insofar as it relates to the Offeror to the extent that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or at the Court Hearing.

Implementation of the Scheme. 5.1 Where the Acquisition is being implemented by way of a Scheme8.1 AAM undertakes that, the Offeror undertakes to confirm in writing to the Company by no later than 11.59 p.m. on the Business Day immediately prior to the Court Hearing Scheme Hearing, it shall deliver a notice in writing to Dowlais confirming either: 5.1.1 (A) the satisfaction or, where permissible, or waiver of the all Conditions (other than the Scheme ConditionsCondition); or 5.1.2 (B) its intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Offeror AAM reasonably considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction and the reasons why the Offeror it considers such event or circumstance to be sufficiently material for the Panel to permit it AAM to invoke such Conditionwithdraw or lapse the Scheme. 5.2 8.2 Where the Combination is implemented by way of the Scheme, AAM shall instruct counsel to appear on its behalf of the Scheme Hearing and undertake to the Court to be bound by the terms of the Scheme insofar as it relates to AAM to the extent that all the Conditions (other than paragraph 2(c)(i) of the Conditions) have been satisfied or waived prior to or on the date of the Scheme Hearing. AAM shall provide such documentation or information as may reasonably be required by ▇▇▇▇▇▇▇' counsel or the Court, in relation to such undertaking. 8.3 If the Offeror AAM becomes aware of any fact, matter or circumstance that it reasonably considers would or in its opinion is likely to allow any of the Conditions to be invokedinvoked (applying the test set out in Rule 13.5(a) of the Code and the Panel would permit it to so invoke), the Offeror shall, AAM (subject to any restriction under applicable Law, ) shall inform the Company ▇▇▇▇▇▇▇ as soon as reasonably practicable following it becoming so aware practicable. 8.4 AAM undertakes that, after the receipt of the AAM Stockholder Approvals and, in any event, prior to the Effective Date (but subject to the receipt of the AAM Stockholder Approvals), AAM shall adopt the AAM Charter Amendment and shall in good faith discuss file a certificate of amendment giving effect to the AAM Charter Amendment with the Company such matters Secretary of State of the State of Delaware in accordance with respect to the relevant Conditions as provisions of the Company may reasonably requestGeneral Corporation Law of the State of Delaware. 5.3 If 8.5 AAM undertakes that the Acquisition is being implemented by way New AAM Stock (to be issued to Dowlais Shareholders as part of the SchemeConsideration for the Combination) will be validly issued, the Offeror shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutionsfully paid and non-assessable to Dowlais Shareholders upon issuance. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf at the Court Hearing, agree to be bound by and consent to the implementation of the Scheme insofar as it relates to the Offeror to the extent that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or at the Court Hearing.

Implementation of the Scheme. 5.1 Where the Acquisition is being implemented by way of a Scheme8.1 AAM undertakes that, the Offeror undertakes to confirm in writing to the Company by no later than 11.59 p.m. on the Business Day immediately prior to the Court Hearing Scheme Hearing, it shall deliver a notice in writing to Dowlais confirming either: 5.1.1 (A) the satisfaction or, where permissible, or waiver of the all Conditions (other than the Scheme ConditionsCondition); or 5.1.2 (B) its intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Offeror AAM reasonably considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction and the reasons why the Offeror it considers such event or circumstance to be sufficiently material for the Panel to permit it AAM to invoke such Conditionwithdraw or lapse the Scheme. 5.2 8.2 Where the Combination is implemented by way of the Scheme, AAM shall instruct counsel to appear on its behalf of the Scheme Hearing and undertake to the Court to be bound by the terms of the Scheme insofar as it relates to AAM to the extent that all the Conditions (other than paragraph 2(c)(i) of the Conditions) have been satisfied or waived prior to or on the date of the Scheme Hearing. AAM shall provide such documentation or information as may reasonably be required by D▇▇▇▇▇▇' counsel or the Court, in relation to such undertaking. 8.3 If the Offeror AAM becomes aware of any fact, matter or circumstance that it reasonably considers would or in its opinion is likely to allow any of the Conditions to be invokedinvoked (applying the test set out in Rule 13.5(a) of the Code and the Panel would permit it to so invoke), the Offeror shall, AAM (subject to any restriction under applicable Law, ) shall inform the Company D▇▇▇▇▇▇ as soon as reasonably practicable following it becoming so aware practicable. 8.4 AAM undertakes that, after the receipt of the AAM Stockholder Approvals and, in any event, prior to the Effective Date (but subject to the receipt of the AAM Stockholder Approvals), AAM shall adopt the AAM Charter Amendment and shall in good faith discuss file a certificate of amendment giving effect to the AAM Charter Amendment with the Company such matters Secretary of State of the State of Delaware in accordance with respect to the relevant Conditions as provisions of the Company may reasonably requestGeneral Corporation Law of the State of Delaware. 5.3 If 8.5 AAM undertakes that the Acquisition is being implemented by way New AAM Stock (to be issued to Dowlais Shareholders as part of the SchemeConsideration for the Combination) will be validly issued, the Offeror shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutionsfully paid and non-assessable to Dowlais Shareholders upon issuance. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf at the Court Hearing, agree to be bound by and consent to the implementation of the Scheme insofar as it relates to the Offeror to the extent that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or at the Court Hearing.

Implementation of the Scheme. 5.1 Where the Acquisition Transaction is being implemented by way of a the Scheme, the Offeror Bidco undertakes to confirm in writing to the Company that, by no later than 11.59 p.m. on the Business Day immediately prior preceding the Scheme Court Hearing, it shall deliver a notice in writing to the Court Hearing Velocys either: 5.1.1 (a) confirming the satisfaction or, where permissible, or waiver of the all Conditions (other than Conditions not capable of waiver as set out in the Scheme ConditionsAnnouncement); or 5.1.2 (b) if applicable, confirming its intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurredoccurred (or failed to occur), or circumstances which have arisen, which the Offeror Bidco reasonably considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction and (and, why the Offeror Bidco considers such event or circumstance circumstances to be sufficiently material for the Panel to permit it to invoke such Condition). 5.2 If Where the Offeror becomes aware of any fact, matter or circumstance that would or in its opinion is likely to allow any of the Conditions to be invoked, the Offeror shall, subject to Law, inform the Company as soon as reasonably practicable following it becoming so aware and shall in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably request. 5.3 If the Acquisition Transaction is being implemented by way of the Scheme, the Offeror Bidco shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing instruct counsel to appear on its behalf at the Scheme Court Hearing, agree Hearing and undertake to the Court to be bound by and consent to the implementation terms of the Scheme insofar in so far as it relates to Bidco and shall provide such documentation or information as may reasonably be required by Velocys's counsel or the Offeror Court in relation to such undertaking. 5.3 Bidco agrees that if it intends to seek the permission of the Panel to invoke a Condition, it will, subject to applicable law, as soon as reasonably practicable, notify Velocys of its intention and provide Velocys with reasonable details of the ground on which it intends to invoke the relevant Condition. 5.4 Bidco agrees that the transfer of Velocys Shares to Bidco pursuant to the extent Scheme shall be effected by means of a form of transfer or other instrument(s) or instruction(s) or document(s) of transfer specified in the Scheme Document (“Instrument(s) of Transfer”), and, in order to give effect to such acquisition, any person may be appointed by Velocys, as attorney and/or agent and shall be authorised pursuant to the Scheme as such attorney and/or agent on behalf of any relevant Velocys Shareholder to execute and deliver (as transferor) any Instrument(s) of Transfer; and 5.5 Bidco shall use all reasonable endeavours to procure that the Court Order shall not be subject to United Kingdom stamp duty or stamp duty reserve tax that may be payable in connection with the transfer of Velocys Shares to Bidco pursuant to the Scheme and shall, as soon as reasonably practicable after the date of this Agreement and in any event, at least 20 Business Days prior to the Scheme Court Hearing, submit a clearance application to HMRC seeking confirmation that the Court Order shall not be subject to United Kingdom stamp duty or stamp duty reserve tax on the basis that the Court Order will not be the principal instrument of transfer (and in connection therewith, provide an undertaking to HMRC that Bidco will pay all applicable UK stamp duty (if any) on the Instrument(s) of Transfer). Bidco shall provide a draft of any correspondence proposed to be submitted to HMRC in respect of such obligation to Velocys for comment at least five Business Days prior to submission and incorporate all reasonable comments made by Velocys and shall promptly provide Velocys with copies of all correspondence received from HMRC in respect of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or at the Court Hearingsame.

Implementation of the Scheme. 5.1 6.1 Where the Acquisition Transaction is being implemented by way of a the Scheme, the Offeror Caesars undertakes to confirm in writing to the Company that, by no later than 11.59 p.m. on the Business Day immediately prior to the Court Hearing Scheme Hearing, it shall deliver a notice in writing to ▇▇▇▇▇▇▇ ▇▇▇▇ either: 5.1.1 (A) confirming the satisfaction or, where permissible, or waiver of the all Conditions (other than the Scheme ConditionsCondition); or 5.1.2 (B) confirming its intention to invoke one or more Conditions (if permitted by the Panel) to invoke one or more Conditions and providing reasonable details of the event which has occurred, or circumstances which have arisen, which the Offeror Caesars reasonably considers entitles it to invoke any such Condition or treat it as unsatisfied or incapable of satisfaction and the reasons why the Offeror it considers such event or circumstance to be sufficiently material for the Panel to permit it Caesars to invoke such Conditionwithdraw or lapse the Scheme. 5.2 6.2 Where the Transaction is implemented by way of the Scheme, Caesars shall instruct counsel to appear on its behalf of the Scheme Hearing and to give Caesars’s undertaking to the Court to be bound by the terms of the Scheme insofar as it relates to Caesars to the extent that all the Conditions (other than paragraph 2.3 (Court Sanction) of Part A of the Conditions) have been satisfied or waived prior to or on the date of the Scheme Hearing. Caesars shall provide such documentation or information as may reasonably be required by ▇▇▇▇▇▇▇ ▇▇▇▇’▇ counsel or the Court, in relation to such undertaking. 6.3 If the Offeror Caesars becomes aware of any fact, matter or circumstance that would it reasonably considers entitles it to invoke one or in its opinion is likely to allow more Conditions or treat any of the Conditions to be invokedas unsatisfied or incapable of satisfaction (applying the test set out in Rule 13.5 of the Code), the Offeror shall, Caesars (subject to any restriction under applicable Law, ) shall inform the Company ▇▇▇▇▇▇▇ ▇▇▇▇ providing reasonable details as soon as is reasonably practicable following it becoming so aware and shall in good faith discuss with the Company such matters with respect to the relevant Conditions as the Company may reasonably requestpracticable. 5.3 If the Acquisition is being implemented by way of the Scheme, the Offeror shall vote or shall procure the voting of the Company Shares which it holds (whether beneficially or otherwise) or controls in favour of each of the Implementation Resolutions. 5.4 Where the Acquisition is being implemented by way of a Scheme, the Offeror shall, through Counsel appearing on its behalf at the Court Hearing, agree to be bound by and consent to the implementation of the Scheme insofar as it relates to the Offeror to the extent that all of the Conditions (other than the Scheme Conditions) have been satisfied or waived prior to or at the Court Hearing.