Common use of Switching to a Takeover Offer Clause in Contracts

Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of Scheme. However, Bidco reserves the right, subject to the consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a Switch) if: (a) AA provides its prior written consent (an Agreed Switch), in which case clause 6.2 shall apply; (b) the Court Meeting and the AA General Meeting are not held on or before the 30th day after the date set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold such meetings on or before 30th day after the expected date of such meetings; (c) the Court Hearing is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold the Court Hearing on or before the 22nd day after the expected date of such hearing; (d) a third party announces a firm intention to make an offer for the entire issued and to be issued ordinary share capital of AA which is recommended by the AA Board; or (e) the AA Board withdraws the AA Board Recommendation. 6.2 In the event of an Agreed Switch, unless otherwise agreed with AA or required by the Panel: (a) the Acceptance Condition shall be set at seventy-five (75) per cent of the AA Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel, being in any case more than fifty (50) per cent. of the AA Shares); (b) Bidco shall not, and shall procure that no member of the Offeror Group shall, take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition, prior to the 60th day after publication of the Offer Document and Bidco shall ensure that the Takeover Offer remains open for acceptances until such time; (c) Bidco shall ensure that the only conditions to the Takeover Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition, unless the parties otherwise agree in writing or as the Panel may require); and (d) Bidco shall keep AA informed, on a confidential basis on the next Business Day following receipt of a written request from AA, of the number of AA Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of AA Shares to which such forms relate. 6.3 In the event of an Agreed Switch: (a) the parties agree that all provisions of this Agreement shall continue to apply save as set out in this clause 6; and (b) the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis.

Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Bidco reserves the right▇▇▇▇▇▇ shall be entitled, subject to with the consent of the Panel, to elect to implement the Acquisition by way of a the Takeover Offer rather than the Scheme (such election being a Switch) if (but only if:): (a) AA Spire provides its prior written consent (an Agreed Switch), in which case clause 6.2 shall applyconsent; (b) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Spire which is recommended by the Spire Board; (c) the Spire Board: (i) withdraws, qualifies or adversely modifies the Spire Board Recommendation; (ii) does not include the Spire Board Recommendation in the Scheme Document (or, if different, any other document convening the Court Meeting and or Spire General Meeting); (iii) prior to the AA publication of the Scheme Document (or, if different, any other document convening the Court Meeting or Spire General Meeting), withdraws, qualifies or adversely modifies its intention to make the Spire Board Recommendation in any such document, including making any public statement to such effect; or (iv) the Court Meeting and/or the Spire General Meeting are or is not held on or before the 30th 22nd day after the expected date of such meetings as set out in the Scheme Document (or, if different, the document(s) convening the Court Meeting and/or Spire General Meeting (as applicable), including, where delayed pursuant to clause 6.1(c)(iv)(A), the supplementary circular) (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold such meetings on either or before 30th day after the expected date of such meetings; (c) the Court Hearing is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval both of the Court Meeting and/or the Spire General Meeting (if such approval as applicable) is required)adjourned, unless: (A) or AA announces that it no longer intends a supplementary circular is required to hold be published in connection with the Scheme, and, as a result, the Court Hearing on or before Meeting and the 22nd day Spire General Meeting cannot be held by such date in compliance with the Code and other Law, provided that Spire has used all reasonable endeavours to publish the supplementary circular as soon as reasonably practicable after the expected date of such hearing; (d) on which the requirement to publish a third party announces a firm intention to make an offer for the entire issued and to be issued ordinary share capital of AA which is recommended by the AA Boardsupplementary circular arises; or (eB) ▇▇▇▇▇▇ has committed a breach of clause 4 and such breach has caused the AA Board withdraws delay; or (C) ▇▇▇▇▇▇ announces, as referred to in paragraph 1 of Part B of Appendix 1 to the AA Board RecommendationAnnouncement, that it has waived the relevant deadline, in which case the provisions of clause 6.1(c)(iv) shall apply to the new deadline referred to in such announcement (if any). 6.2 In the event of an Agreed any Switch, unless otherwise agreed with AA Spire or required by the Panel: (a) ▇▇▇▇▇▇ will: (i) prepare, as soon as reasonably practicable, the Acceptance Condition shall be set at seventy-five (75) per cent Offer Document and related form of the AA Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel, being in any case more than fifty (50) per cent. of the AA Shares)acceptance; (bii) Bidco shall not, and shall procure that no member consult with Spire as to the timing of the Offeror Group shall, take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition, prior to the 60th day after publication of the Offer Document and Bidco shall ensure that the Takeover form of acceptance; and (iii) consult with Spire as to the form and content of the Offer remains open for acceptances until such timeDocument and the form of acceptance; (cb) Bidco ▇▇▇▇▇▇ shall ensure that the only conditions to the Takeover Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition, unless Condition and any other modifications or amendments to the parties otherwise agree Conditions as may be required by the Panel or agreed in writing or as between the Panel may require); andparties; (dc) Bidco ▇▇▇▇▇▇ shall keep AA Spire informed, on a confidential basis on the next within two Business Day Days following receipt of a written request from AASpire, of the number of AA Spire Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of AA Spire Shares to which such forms relate. 6.3 In the event of an Agreed Switch: (a) the parties agree that all provisions of this Agreement shall continue to apply save as set out in this clause 6; and (bd) the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis.

Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will 5.1 Bidco shall be implemented by way of Scheme. Howeverentitled, Bidco reserves the right, subject to with the consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer (rather than the Scheme Scheme), on substantially the same terms and conditions as the Scheme, subject only to appropriate amendments to reflect the switch to a Takeover Offer (such election being to be referred to as a Switch) if: (a) AA provides its prior written consent ▇▇▇▇▇▇▇▇ and Bidco agree in writing (an Agreed Switch), in which case clause 6.2 shall apply; (b) the Court Meeting a third party announces an Independent Competing Transaction and the AA General Meeting are not held on Amerisur Directors either recommend it to Amerisur Shareholders or before the 30th day after Amerisur Directors fail to publicly reaffirm the date set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold such meetings on or before 30th day after the expected date of such meetingsAmerisur Recommendation; (c) the Court Hearing is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent ▇▇▇▇▇▇▇▇ announces that any of the Panel and the approval of the Court (if such approval is required)) or AA announces that it Amerisur Directors no longer intends intend to hold give, or intend to adversely modify or qualify, the Court Hearing on or before the 22nd day after the expected date of such hearing;Amerisur Recommendation; or (d) a third party announces a firm intention to make an offer for the entire issued and to be issued ordinary share capital of AA which Amerisur Recommendation is recommended by not made in the AA Board; or (e) the AA Board withdraws the AA Board RecommendationScheme Circular or is subsequently withdrawn or adversely modified or qualified. 6.2 5.2 In the event of an Agreed a Switch, unless otherwise agreed with AA or required by the Panel: (a) the Acceptance Condition shall be set at seventy-five (75) 90 per cent cent. of the AA Amerisur Shares to which the Takeover Offer relates (or such lesser other percentage as Bidco may be agreed between the parties in writing elect after, to the extent necessary, consultation with the Takeover Panel, being in any case more than fifty (50) 50 per cent. of the AA Amerisur Shares); (b) Bidco shall not, and shall procure that no member of the Offeror Group shall, take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition, prior to the 60th day after publication of the Offer Document and Bidco shall ensure that the Takeover Offer remains open for acceptances until such time; (c) Bidco shall ensure that the only conditions to the Takeover Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition, unless the parties otherwise agree in writing or as the Panel may require); and (db) Bidco following Bidco‘s announcement of its firm intention to make the Takeover Offer, clause 4 shall keep AA informed, on a confidential basis on the next Business Day following receipt of a written request from AA, of the number of AA Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal formscease to apply. 5.3 Without prejudice to clause 9, the identity of such shareholders and the number of AA Shares to which such forms relate. 6.3 In parties agree that, in the event of an Agreed Switch: (a) the parties Acceptance Condition shall be set at 90 per cent. of Amerisur Shares (or such other percentage as Bidco and Amerisur may agree after, to the extent necessary, consultation with the Takeover Panel, being in any case more than 50 per cent. of Amerisur Shares); (b) in the event that all provisions the Acceptance Condition has not been met and the Takeover Offer has not become unconditional as to acceptances by the first closing date (such date being in accordance with Rule 31.1 of this Agreement the Takeover Code), Bidco shall extend the Takeover Offer, and will continue to apply save as set out in this clause 6extend the Takeover Offer, until day 60 of the Takeover Offer; and (bc) the parties agree that all other provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis, together with such further terms in relation to the Takeover Offer as Amerisur and Bidco agree in writing at the time of making the agreement for the purposes of clause 5.1(a).

Switching to a Takeover Offer. 6.1 7.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Bidco reserves the rightshall be entitled, subject to with the consent of the Panel, to elect to implement the Acquisition by way of a the Takeover Offer rather than the Scheme (such election being a "Switch") if (but only if:): (a) AA Augean provides its prior written consent (an Agreed Switch), in which case clause 6.2 shall applyconsent; (b) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Augean which is recommended by the Augean Board; (c) the Augean Board: (i) withdraws, qualifies or adversely modifies the Augean Board Recommendation; (ii) does not include the Augean Board Recommendation in the Scheme Document; (iii) prior to the publication of the Scheme Document, withdraws, qualifies or adversely modifies its intention to make the Augean Board Recommendation in the Scheme Document; or (d) (I) the Court Meeting and and/or the AA Augean General Meeting are or is not held on or before the 30th 22nd day after the expected date of such meetings as set out in the Scheme Document (or, if different, the document(s) convening the Court Meeting and/or Augean General Meeting (as applicable), including, where delayed pursuant to paragraph (i) below, the supplementary circular) (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold such meetings on either or before 30th day after both of the expected date of such meetings; Court Meeting and/or the Augean General Meeting (cas applicable) is adjourned, adjourned, or (II) the Court Hearing is not held on or before the 22nd day after the expected date of such hearing the Court Hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties may, with the consent of the Panel Panel, be agreed by the Bidder and RPC and the approval of Court may allow), unless: (i) a supplementary circular is required to be published in connection with the Scheme, and, as a result, the Court (if Meeting and the Augean General Meeting cannot be held by such approval is required)) or AA announces date in compliance with the Code and other Law, provided that it no longer intends Augean has used reasonable endeavours to hold publish the Court Hearing on or before the 22nd day supplementary circular as soon as reasonably practicable after the expected date of such hearing; (d) on which the requirement to publish a third party announces a firm intention to make an offer for the entire issued and to be issued ordinary share capital of AA which is recommended by the AA Boardsupplementary circular arises; or (eii) Bidco has committed a breach of clause 4 and such breach has caused the AA Board withdraws delay; or (iii) Bidco announces, as referred to in paragraph 1 of Part B of Appendix 1 to the AA Board RecommendationAnnouncement, that it has waived the relevant deadline, in which case the provisions of this clause 7.1(d) shall apply to the new deadline referred to in such announcement (if any). 6.2 7.2 In the event of an Agreed any Switch, unless otherwise agreed with AA Augean or required by the Panel: (a) Bidco shall: (i) discuss any announcements relating to the Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Switch with Augean in a timely manner; (ii) prepare, as soon as reasonably practicable, the Offer Document and related form of acceptance; (iii) consult with Augean as to the timing of the publication of the Offer Document and the form of acceptance; and (iv) consult with Augean as to the form and content of the Offer Document and the form of acceptance; (b) the Acceptance Condition shall be set at seventy-five (75) 75 per cent of the AA Augean Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties in writing parties, after, to the extent necessary, consultation with the Panel, being in any case more than fifty (50) 50 per cent. cent of the AA SharesAugean Shares to which the Takeover Offer relates); (bc) Bidco shall not, and shall procure that no member of the Offeror Bidco Group shall, take any action which would cause : (i) make (or otherwise be treated by the Takeover Offer not Panel as having made) an acceleration statement (as referred to proceed, to lapse or to be withdrawn, in each case for non-fulfilment Rule 31.5 of the Acceptance Condition, Code) earlier than 14 days prior to Day 60; or (ii) publish (or otherwise be treated by the 60th day after publication Panel as having published) an acceptance condition invocation notice (as referred to in Rule 31.6 of the Offer Document and Bidco shall ensure that the Takeover Offer remains open for acceptances until such timeCode) earlier than 14 days prior to Day 60; (cd) where a material official authorisation or regulatory clearance remains outstanding: (i) Bidco shall consult with Augean to ensure that appropriate steps are taken to suspend the offer timetable by 5.00 p.m. on the second day prior to Day 39 (including, if applicable, making a joint request to the Panel pursuant to Rule 31.4(a)(i) of the Code in respect of such a suspension); and (ii) Bidco shall not, without the consent of Augean, request that the Panel suspends the offer timetable in accordance with Rule 31.4(a)(ii) of the Code; (e) Bidco shall ensure that the only conditions to the Takeover Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition, unless Condition and any other modifications or amendments to the parties otherwise agree Conditions as may be required by the Panel or agreed in writing or as between the Panel may require); andparties; (df) Bidco shall keep AA Augean informed, on a confidential basis on the next within two Business Day Days following receipt of a written request from AAAugean, of the number of AA Augean Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of AA Augean Shares to which such forms relate. 6.3 In the event of an Agreed Switch:; and (ag) the parties agree that all provisions of this Agreement shall continue to apply save as set out in this clause 6; and (b) the parties agree that all provisions of this Agreement agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis.

Switching to a Takeover Offer. 6.1 7.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Bidco reserves the rightFuture shall be entitled, subject to with the consent of the Panel, to elect to implement the Acquisition by way of a the Takeover Offer rather than the Scheme (such election being a “Switch”) if: (aA) AA GoCo provides its prior written consent (an “Agreed Switch”), in which case clause 6.2 7.2 shall apply;; or (bB) a GoCo Board Adverse Recommendation Change occurs; or (C) the Court Meeting and and/or the AA GoCo General Meeting are or is not held on or before the 30th 22nd day after the expected date of such meetings as set out in the Scheme Document (or, if different, the document(s) convening the Court Meeting and/or the GoCo General Meeting) (including, where delayed pursuant to clause 7.1(C)(i), the supplementary circular) (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces either or both of the Court Meeting and/or the GoCo General Meeting (as applicable) is adjourned, unless: (i) a supplementary circular is required to be published in connection with the Scheme, and, as a result, the Court Meeting and the GoCo General Meeting cannot be held by such date in compliance with the Code and any other applicable Law, provided that it no longer intends GoCo has used reasonable endeavours to hold such meetings on or before 30th day publish the supplementary circular as soon as reasonably practicable after the expected date of such meetingson which the requirement to publish a supplementary circular arises; (cii) Future has committed a breach of clause 4 or clause 5 and such breach has caused the Court Hearing is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold the Court Hearing on or before the 22nd day after the expected date of such hearing; (d) a third party announces a firm intention to make an offer for the entire issued and to be issued ordinary share capital of AA which is recommended by the AA Boarddelay; or (eiii) Future has adjourned or postponed the AA Board withdraws Future General Meeting in accordance with clause 5.9 (other than in accordance with clause 5.9(E)) and the AA Board Recommendationdelay to the Court Meeting and the GoCo General Meeting is required in order to ensure the Future General Meeting is held on the Business Day immediately prior to the date of the Court Meeting and the GoCo General Meeting. 6.2 7.2 In the event of an any Agreed Switch, unless otherwise agreed with AA GoCo or required by the Panel: (a) , the Acceptance Condition shall be set at seventy-five (75) not more than 75 per cent of the AA Shares to which the Takeover Offer relates issued share capital of GoCo (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel, being in any case more than fifty (50) 50 per cent. of the AA GoCo Shares);. 7.3 In the event of an Agreed Switch, unless otherwise agreed between GoCo and Future or required by the Panel: (bA) Bidco Future shall not, and shall procure that no member of the Offeror Group shall, not take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition, prior to the 60th day after publication of the Offer Document and Bidco Future shall ensure that the Takeover Offer remains open for acceptances until such time; (cB) Bidco Future shall ensure that the only conditions to the Takeover Offer shall be the Conditions; (C) the Offer shall otherwise be made on the same terms and conditions as those set out in the Announcement, subject to replacing any modification or amendment to such terms and conditions as may be agreed to by GoCo and (if required) the Panel or which is necessary as a result of the switch from the Scheme Conditions with to the Acceptance Condition, unless the parties otherwise agree in writing or as the Panel may require); andOffer; (dD) Bidco Future will discuss any announcements relating to the Acquisition and any proposed changes to the timetable in relation to the implementation of the Acquisition with GoCo in a timely manner; (E) Future shall keep AA GoCo informed, on a confidential basis on the next Business Day following receipt of a written request from AAGoCo, of the number of AA GoCo Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of AA GoCo Shares to which such forms relate. 6.3 In the event of an Agreed Switch:; (aF) the parties agree that all provisions of this Agreement shall continue to apply save as set out in this clause 67; and (bG) the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis. 7.4 Future hereby represents that it is not, at the date of this Agreement, and undertakes that it shall not become, following the date of this Agreement, required to make a mandatory offer for GoCo under Rule 9 of the Code.

Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, LMP Bidco reserves the rightshall be entitled, subject to with the consent of the Panel, to elect to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a “Switch”) only if: (a) AA ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ provides its prior written consent (an “Agreed Switch”), in which case clause 6.2 shall apply;; or (b) the Court Meeting and the AA General Meeting are not held on or before the 30th day after the date set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold such meetings on or before 30th day after the expected date of such meetings; (c) the Court Hearing is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold the Court Hearing on or before the 22nd day after the expected date of such hearing; (d) a third party announces a firm intention to make an offer for the entire issued and to be issued ordinary share capital of AA which is recommended by the AA Board; or (e) the AA ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Board withdraws the AA Board RecommendationAdverse Recommendation Change occurs. 6.2 In the event of an any Agreed Switch, unless otherwise agreed with AA in writing between LMP Bidco and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or required by the Panel: (a) the parties agree that the Acceptance Condition shall be set at seventy-five (75) per cent cent. of the AA ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shares to which the Takeover Offer relates (or such lesser percentage as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel, being in any case more than fifty (50) per cent. of the AA Shares▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shares to which the Offer relates); (b) LMP Bidco shall not, and shall procure that no member of the Offeror Group shall, not take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, withdrawn in each case for non-fulfilment of the Acceptance Condition, Condition prior to the 60th day after publication of the Offer Document (“Day 60”) (or such later date if the final deadline for acceptances is extended by the Panel in accordance with Rule 31.6 of the Code and the Notes on Rule 31.6 of the Code) and LMP Bidco shall ensure that the Takeover Offer remains open for acceptances until such time; (c) if, following the Offer having become or being declared unconditional as to acceptances, any Financial Regulatory Condition has not been satisfied by the last day permitted under Rule 31.7 of the Code, if requested by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LMP Bidco shall (i) seek the consent of the Panel to extend such deadline to a date agreed with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Panel which, in the reasonable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, allows sufficient time for satisfaction of the relevant Condition provided always that such date shall not be later than the Longstop Date; and (ii) if required by the Panel in order for such an extension to such deadline to be granted, waive all other outstanding Conditions that are capable of waiver; (d) if at any time following the publication of the Offer Document it is reasonably expected that any outstanding Financial Regulatory Condition is not likely to be satisfied or waived (if capable of waiver) prior to the last date permitted under Rule 31.7 of the Code, LMP Bidco shall, if requested by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, before the 30th day after the publication of the Offer Document (or such later day as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ may agree), consult with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Panel as to whether an extension to Day 60 should be sought rather than an extension under Rule 31.7 as provided in clause 6.2(c) above and, if so, seek the consent of the Panel to extend Day 60 to a date agreed with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the Panel provided always that such date shall not be later than the Longstop Date; (e) LMP Bidco shall ensure that the only conditions to of the Takeover Offer shall be the Conditions, Conditions (subject to replacing the Scheme Conditions Condition set out in paragraph 2 of Part A of Appendix I to the Announcement with the Acceptance Condition, unless the parties otherwise agree Condition referred to in writing clause 6.2(a) and any other modifications or amendments to such terms and conditions as may be required by the Panel may require); andor which are necessary as a result of the Agreed Switch) and that the Offer is made on terms that are no less favourable to offerees than those set out in the Announcement; (df) LMP Bidco shall keep AA ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ informed, on a confidential basis and on the next Business Day following receipt of a written request from AA▇▇▇▇▇▇▇ ▇▇▇▇▇▇, of the number of AA Shareholders holders of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shares that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance or withdrawal forms, forms and the identity of such shareholders and the number of AA ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shares to which such forms relate.; and 6.3 In (g) the event of an Agreed Switchparties agree: (ai) the parties agree that all provisions of this Agreement agreement shall continue to apply save as set out in this clause 66.2; and (bii) the parties agree that all provisions of this Agreement agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis. 6.3 In the event of a Switch, LMP Bidco shall: (a) unless the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Board withdraw, adversely modify or adversely qualify the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Board Recommendation, submit, or procure the submission of drafts and revised drafts of the Offer Document to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for review and comment and shall take into account any reasonable comments from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for the purposes of preparing revised drafts; and (b) obtain ▇▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ approval for the contents of the information on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contained in the Offer Document before it is posted or published and afford ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ sufficient time to consider such documents in order to give its approval. If ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ does not approve the information in the Offer Document within 28 days from the date of the Switch, LMP Bidco shall be entitled to publish the Offer Document containing only information required by Rule 24 of the Code excluding such information as may be approved by the Panel. 6.4 LMP Bidco hereby represents that it is not, at the date of this Agreement, and undertakes that it shall not become, following the date of this Agreement, required to make a mandatory offer for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ under Rule 9 of the Code.

Switching to a Takeover Offer. 6.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Bidco reserves the rightshall be entitled, subject to with the consent of the Panel, to elect to implement the Acquisition by way of a the Takeover Offer rather than the Scheme (such election being a "Switch") if (but only if:): (a) AA CareTech provides its prior written consent (an Agreed Switchnot to be unreasonably withheld, delayed or conditioned), in which case clause 6.2 shall apply; (b) a third party announces (i) a possible offer for the entire issued and to be issued ordinary share capital of CareTech, or (ii) a firm intention to make an offer for the issued and to be issued ordinary share capital of CareTech; (c) the CareTech Independent Board: (i) withdraws, qualifies or adversely modifies the CareTech Independent Board Recommendation; (ii) does not include the CareTech Independent Board Recommendation in the Scheme Document (or, if different, any other document convening the Court Meeting or CareTech General Meeting); (iii) prior to the publication of the Scheme Document (or, if different, any other document convening the Court Meeting or CareTech General Meeting), withdraws, qualifies or adversely modifies its intention to make the CareTech Independent Board Recommendation in any such document, including making any public statement to such effect, or failing to publicly reaffirm or re-issue a statement of its intention to make the CareTech Independent Board Recommendation on an unmodified and unqualified basis before 5:00 p.m. on the AA third Business Day following Bidco's reasonable request to do so; or (iv) the Court Meeting and/or the CareTech General Meeting are or is not held on or before the 30th 22nd day after the expected date of such meetings as set out in the Scheme Document (or, if different, the document(s) convening the Court Meeting and/or CareTech General Meeting (as applicable), including, where delayed pursuant to clause 6.1(c)(iv)(A), the supplementary circular) (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) or AA announces that it no longer intends to hold such meetings on either or before 30th day after the expected date of such meetings; (c) the Court Hearing is not held on or before the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval both of the Court Meeting and/or the CareTech General Meeting (as applicable) is adjourned, unless: (A) a supplementary circular is required to be published in connection with the Scheme, and, as a result, the Court Meeting and the CareTech General Meeting cannot be held by such date in compliance with the Code and other Law, provided that CareTech has used all reasonable endeavours to publish the supplementary circular as soon as reasonably practicable after the date on which the requirement to publish a supplementary circular arises; or (B) Bidco has committed a breach of clause 4 and such breach has caused the delay; or (C) Bidco announces, as referred to in paragraph 1 of Part B of Appendix 1 to the Announcement, that it has waived the relevant deadline, in which case the provisions of clause 6.1(c)(iv) shall apply to the new deadline referred to in such announcement (if such approval is requiredany)) or AA announces that it no longer intends to hold the Court Hearing on or before the 22nd day after the expected date of such hearing;. (d) a third party announces a firm CareTech is in material breach of any provision of this Agreement, provided that: (i) Bidco shall first have notified CareTech in writing of such material breach and its intention to make an offer for the entire issued and to be issued ordinary share capital of AA which is recommended by the AA Boardeffect a Switch; orand (eii) such material breach remains unremedied following the AA Board withdraws expiry of five Business Days from the AA Board Recommendationdate of receipt of such notification from Bidco. 6.2 In the event of an Agreed any Switch, unless otherwise agreed with AA CareTech or required by the Panel: (a) Bidco will: (i) prepare, as soon as reasonably practicable, the Acceptance Condition shall be set at seventy-five Offer Document and related form of acceptance; (75ii) per cent consult with CareTech as to the timing of the AA Shares to which publication of the Takeover Offer relates Document and the form of acceptance; and (or such lesser percentage iii) consult with CareTech as may be agreed between the parties in writing after, to the extent necessary, consultation with the Panel, being in any case more than fifty (50) per cent. form and content of the AA Shares)Offer Document and the form of acceptance; (b) Bidco shall not, and shall procure that no member of the Offeror Group shall, take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition, prior to the 60th day after publication of the Offer Document and Bidco shall ensure that the Takeover Offer remains open for acceptances until such time; is made on substantially the same terms, so far as applicable, as those set out in the Announcement, subject to appropriate amendments, including (cwithout limitation) Bidco shall ensure that an acceptance condition at a level permitted by the Panel, and the only conditions to the Takeover Offer shall be the Conditions, subject to replacing the Scheme Conditions with the Acceptance Condition, unless Condition and any other modifications or amendments to the parties otherwise agree Conditions as may be required by the Panel or agreed in writing or as between the Panel may require); andparties; (dc) Bidco shall keep AA CareTech informed, on a regular and confidential basis on the next Business Day (and in any event as soon as reasonably practicable following receipt of a written request from AA, CareTech) of the number of AA CareTech Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms, the identity of such shareholders and the number of AA CareTech Shares to which such forms relate. 6.3 In the event of an Agreed Switch: (a) the parties agree that all provisions of this Agreement shall continue to apply save as set out in this clause 6; and (bd) the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis.