GAMMA BIOSCIENCES GP LLC (as the Purchaser) and LIMINAL BIOSCIENCES INC. (as the Vendor) SHARE PURCHASE AGREEMENT November 3, 2019

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

ARTICLE 2 PURCHASED SHARES AND PURCHASE PRICE

2.1

2.2

2.3

2.4

2.5

2.6

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VENDOR

3.1

3.2

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1

ARTICLE 5 PRE-CLOSING COVENANTS

5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

ARTICLE 6 CLOSING DELIVERIES

6.1

6.2

6.3

ARTICLE 7 CONDITIONS OF CLOSING

7.1

7.2

ARTICLE 8 TAX HOLDBACK AMOUNT

ARTICLE 9 TERMINATION

9.1

9.2

ARTICLE 10 POST-CLOSING COVENANTS

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

ARTICLE 11 INDEMNIFICATION

11.1

11.2

11.3

11.4

11.5

11.6

11.7

11.8

11.9

11.10

ARTICLE 12 RESTRICTIVE COVENANT

12.1

12.2

ARTICLE 13 MISCELLANEOUS

13.1

13.2

13.3

13.4

13.5

13.6

13.7

13.8

13.9

13.10

13.11

13.12

13.13

13.14

13.15

13.16

13.17

Defined Terms.

“Accounting Principles” means the accounting principles and policies set forth in Exhibit “A”.

“Accounts Date” means December 31, 2018.

“Acquired Companies” means, collectively, the Corporation (including its branches) and the Subsidiaries.

“Acquired Companies Transaction Expenses” means the sum (without duplication) of:

all fees, costs and expenses incurred or agreed to be incurred by any of the Acquired Companies up to (and including) Closing in connection with, or anticipation of, the negotiation, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the purchase and sale of the Purchased Shares; and

any transaction-related payments, bonuses or severance which become due or are otherwise required to be paid upon the consummation of the purchase and sale of the Purchased Shares, in each case, to any director, officer, employee or shareholder of the Acquired Companies or of the Vendor (other than severance obligations triggered upon the termination of any Employee by any Acquired Company following Closing),

“Actual Tax Liability” shall have the meaning given in limb (a) of Liability for Tax in Schedule 3.

“Adjustment Statement” means a statement substantially in the format set out in Part 2 of Exhibit “B” hereto showing:

the Net Indebtedness;

the PBL Working Capital and the PMI Working Capital;

the Acquired Companies Transaction Expenses; and

any amount payable to the Purchaser or the Vendor pursuant to Section 2.6(g), in each case as derived from the Closing Balance Sheet.

“Adjustment Time” means the time immediately prior to Closing.

“Affiliate” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions, as in force on the date of this Agreement, provided that, in respect of:

the Purchaser, the term shall exclude: (a) [REDACTED – ENTITY NAME] (the “Manager”), (b) any fund or person managed or advised by the Manager or a Manager’s Affiliate (the “Funds”), (c) any general partner or manager of, or fund adviser to Funds or persons referred to in the foregoing sections (a) and (b), (d) any trustee, nominee, operator or arranger of any Fund or Persons referred to in the foregoing sections (a) and (b), (e) [REDACTED – ENTITY NAME] or any of its Affiliates, and (f) any portfolio company or portfolio investment (as such terms are commonly understood in the private equity industry) of any of the Funds or any of their Affiliates; and

the Vendor, the term shall exclude: (a) [REDACTED – ENTITY NAME] and its Affiliates, (b) any fund or Person managed by [REDACTED – ENTITY NAME] (“[REDACTED – ENTITY NAME]”) or by an Affiliate of [REDACTED – ENTITY NAME] (the “[REDACTED – ENTITY NAME] Funds”), (c) any general partner or manager of, or fund adviser to [REDACTED – ENTITY NAME] Funds or Persons referred to in the foregoing sections (a) and (b), (d) any trustee, nominee, operator or arranger of any Fund or Persons referred to in the foregoing sections (a) and (b), and (f) f) any portfolio company or portfolio investment (as such terms are commonly understood in the private equity industry) of any of the Funds or any of their Affiliates.

“Agreement” means this Share Purchase Agreement and all Schedules and Exhibits hereto, as same may be amended or supplemented from time to time; and the expressions “Article” and “Section” followed by a number mean and refer to the specified Article or Section of this Agreement.

“Ancillary Agreements” means the IP Licence, the Transition Services Agreement and the Reorganization Documents.

“Anti-Bribery and Corruption Laws” means the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, the US Foreign Corrupt Practices Act of 1977 or the anti-bribery and corruption laws of any jurisdiction to which any Acquired Company is subject and in each case any related rules, regulations and guidance.

“Authorization” means, with respect to any Person, any order, permit, approval, waiver, licence, consent, certificate, qualification, specification, registration or similar authorization of any Governmental Entity having jurisdiction over the Person and, in relation to any of the Acquired Companies only, any such permit, approval, waiver, licence, consent, certificate, qualification, specification, registration or similar authorization necessary in any jurisdiction for the operation of the Business;

“Books and Records” means all statements, books of account, Tax and financial records, sales and purchase records, customer and supplier lists, and business and research and development reports relating to each of the Acquired Companies in the possession of the Acquired Companies at Closing, whether in paper or in electronic form.

“Business” means the business presently conducted by the Acquired Companies, consisting of the business of affinity chromatography and bioseparations media and the development, manufacturing, marketing, supply and sale of such chromatography products.

“Business Day” means any day other than a Saturday, Sunday or other day on which the principal commercial banks in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Montreal, Québec, the Isle of Man, London, United Kingdom, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America and Florida, United States of America are not open for business during normal business hours.

“Canadian Dollars” or “CAD$” means the lawful currency of Canada.

“Closing” means the completion of the transactions of purchase and sale of the Purchased Shares contemplated in this Agreement on the Closing Date.

“Closing Balance Sheet” means:

an unaudited, aggregated balance sheet of (i) the Corporation (for the avoidance of doubt, including the Prometic Bioseparations UK and Affinity Chromatography branches but excluding PMI), and (ii) Prometic Bioseparations Ltd; and

an unaudited balance sheet of PMI,

“Collective Bargaining Agreements” means any written or oral agreement, memorandum of understanding, letters of intent or other contractual obligation between any Acquired Company and any trade union, works council, employee association or similar body representing any Employee.

“Company Knowhow” means confidential or proprietary industrial, technical or commercial information and techniques of the Acquired Companies in any form (including paper, electronically stored data, magnetic media, files and microfilm) including, without limitation, drawings, data relating to inventions, formulae, test results, reports, research reports, project reports and testing procedures, shop practices, instruction and training manuals, market forecasts, specifications, quotations, lists and particulars of customers and suppliers, marketing methods and procedures, show-how and advertising copy.

“Competition Law” means any Law that is designed or intended to prohibit, restrict or regulate actions for the purpose or effect of monopolisation, restraining trade, lessening competition through merger or acquisition or abusing a dominant position in any jurisdiction.

“Confidentiality Agreement” means any confidentiality agreement entered into between the Vendor or any of its Affiliates with any Person (other than the Purchaser or any of its Affiliates) prior to the date hereof in connection with any of the transactions contemplated by this Agreement.

“Confidential Information” means all information relating to any Acquired Company’s business, financial or other affairs (including future plans and targets of any Acquired Company) which shall include Company Knowhow.

“Contracts” means, with respect to the Acquired Companies, all written agreements, purchase orders, contracts, leases, licences or legally binding commitments of any nature made by or in favour of the Acquired Companies, including the Material Contracts.

“Corporate Records” means the corporate records of the Acquired Companies including (i) all Governing Documents, (ii) all minutes of meetings and resolutions of shareholders and directors (and any committees), and (iii) the share certificate book, securities register, register of transfers and register of directors.

“Corporation Financial Statements” means the audited annual individual financial statements comprising the statement of financial position, income statement, statement of changes in equity, directors’ report, auditors’ report, and notes thereon, of the Corporation and its branches as at and for 12 months ended on the Accounts Date, December 31, 2017 and December 31, 2016, copies of which are annexed hereto as Disclosure Schedule 1.1(z).

“Data Protection Law” means the Laws in any jurisdiction relating to the Processing of Personal Data, including the GDPR and the Data Protection ▇▇▇ ▇▇▇▇ and any applicable national law, regulations and secondary legislation amending, replacing, implementing or made pursuant to the foregoing, as amended or updated from time to time.

“Data Room” means the Project Perseus electronic data room containing documents relating to the Acquired Companies maintained on behalf of the Vendor by SmartRoom at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇.▇▇▇▇ and made available to the Purchaser and its advisers, the contents of which as at 11:59 p.m. on November 2, 2019 has been stored on electronic storage devices together with a certificate from the Vendor addressed to the Purchaser certifying its content.

“Deemed Tax Liability” means [REDACTED – SENSITIVE COMMERCIAL INFORMATION] which shall represent the amount of Tax that would (on the basis of the rates current at the date of that loss) have been saved but for that loss, assuming for this purpose that any Acquired Company had sufficient profits or was otherwise in a position to use the Relief, or, where the Relief is a right to repayment of Tax or to a payment in respect of Tax, the amount of the repayment or payment.

“Deferred Payment” has the meaning given in paragraph 1 of Schedule 4.

“Direct Claims” means any cause not involving a Third Party Claim which entitles an Indemnified Party to make a claim for indemnification under the Agreement.

“Disclosure Schedules” means the disclosure schedules forming part of this Agreement and attached hereto as Exhibit “C”.

“Employee Plans” means all the employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, Disclosed Plans, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, programs, arrangements or practices, oral or written, relating to current or former Employees, officers or directors of the Acquired Companies, in each case, maintained, sponsored or funded or unfunded, insured or uninsured, registered or unregistered by the Acquired Companies, other than government sponsored pension, health insurance and employment insurance plans.

“Employees” means the employees, directors and officers of the Acquired Companies at the date of this Agreement.

“Environmental Laws” means all Laws and agreements with Governmental Entities and all other statutory requirements relating to the protection of the environment, human health and natural resources and all Authorizations issued pursuant to such Laws, agreements or statutory requirements.

“Environmental Matters” means all matters relating to the impact, adverse effects or pollution of or protection of the Environment or health and safety, including any (i) contamination, (ii) deposit, disposal, spillage, leakage, emission, migration, escape, entry, discharge or other release of, or exposure to, any Hazardous Materials, (iii) noise, vibration, radiation, nuisance or other adverse impact on the Environment, (iv) matters related to workplace or public safety, (v) environmental controls relating to producer responsibility, (vi) energy efficiency and (vii) other such matters arising out of the manufacturing, processing, assembly, incorporation, collection, treatment, recovery, recycling, keeping, handling, storage, transport, possession, supply, marketing, sale, purchase, import, export or any other use in respect of Hazardous Materials.

“Excluded Licences” means the licences set out in Disclosure Schedule 1.1(kk).

“Exit” has the meaning given in paragraph 1 of Schedule 4.

“Exit Payment” has the meaning given in Section 4.2 of Schedule 4.

“Export Control Laws” means the EC Regulation 428/2009 and the implementing laws and regulations of the EU member states; U.S. Export Administration Regulations, U.S. International Traffic in Arms Regulations, and their respective implementing rules and regulations; the U.K. Export Control Act 2002 (as amended and extended by the Export Control Order 2008) and its implementing rules and regulations; and other similar export control laws or restrictions of any jurisdiction to which any Acquired Company is subject and in each case any related, rules, regulations and guidance.

“Final Tax Holdback Amount” has the meaning given to it in Section 8.4.

“Financial Statements” means (i) the Corporation Financial Statements, (ii) the PMI Financial Statements and (iii) the PBL Financial Statements.

“GDPR” means the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation as amended and updated from time to time.

“[REDACTED – ENTITY NAME] Consent” means collectively: (i) [REDACTED – ENTITY NAME]’s consent to assign the [REDACTED – ENTITY NAME] Licence to the Purchaser or an Acquired Company on terms reasonably satisfactory to the Purchaser and in any event on terms no less favourable to the Acquired Companies as the terms of the [REDACTED – ENTITY NAME] Licence (under which the Seller Groups develops, makes, derivatises, has developed, has made, has derivatised, imports, uses, distributes and sells such products under such patents) as at the date of this Agreement; and (ii) [REDACTED – ENTITY NAME]’s consent to the change of control of the Corporation.

“[REDACTED – ENTITY NAME] Licence” means the licence from [REDACTED – ENTITY NAME] granting to the Acquired Companies the right to develop, make, derivatise, have developed, have made, have derivatised, import, use, distribute and sell the products under the patents, each as identified in the settlement and licence agreement dated 25 October 2016.

“Governing Documents” means, with respect to any Person, (i) if such Person is a corporation or company, the certificate and articles of incorporation (or equivalent) and the by-laws (or equivalent), (ii) if such Person is a partnership, the partnership agreement and any declaration or statement of partnership required to be filed with any Governmental Entity in order to form the partnership or maintain the limited liability of any partners, or (iii) if such Person is a trust, the trust agreement, deed of trust, and any declaration, statement or instrument required to form or maintain such trust.

“Governmental Entity” means any (i) multinational, federal, provincial, municipal, local or other governmental or public department, central bank, court, tribunal, commission, commissioner, board, bureau, authority or agency, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“Hazardous Materials” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any of the foregoing characteristics, including petroleum, its derivatives, by-products and other hydrocarbons, asbestos, asbestos-containing material, and any substance, waste or material regulated under any Environmental Law.

[REDACTED – SENSITIVE COMMERCIAL INFORMATION]

“Holdback Taxes” means:

any Actual Tax Liability arising as a result of, in respect of or in connection with the Acquired Companies being treated, in the Pre-Closing Tax Period, as resident for Tax purposes in any jurisdiction other than their country of incorporation;

any Actual Tax Liability arising as a result of, in respect of or in connection with the Reorganization; or

any Deemed Tax Liability arising as a result of, in respect of or in connection with [REDACTED – SENSITIVE COMMERCIAL INFORMATION].

“IFRS” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board (or a predecessor body) and interpretations issued by the IFRS Interpretations Committee (or a predecessor body), each as and to the extent from time to time adopted by the European Union in accordance with EC Regulation No. 1606/2002.

“Indirect Tax” means:

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (i) above, or imposed elsewhere.

“Intellectual Property” means any trade-marks, trade names, business names, brand names, service marks, logos, domain names, computer software and computer programs (other than standard off-the-shelf software), copyrights, designs, inventions and patents, formulae, processes, know-how and technology, whether registered or unregistered

“Interim Financial Reports” means (a) the consolidated interim financial statements for the Acquired Companies as at and for the nine (9) months ended September 30, 2019, and for the 12 months ended on 31 December 2017 and 31 December 2018 (respectively) prepared in accordance with IFRS except for the absence of notes thereto and applicable disclosures required by IFRS, copies of which are annexed hereto as Disclosure Schedule 1.1(bbb) and (b) the unaudited balance sheet and profit or loss statement for each of the Acquired Companies as at and for nine (9) months ended September 30, 2019 prepared in accordance with IFRS, and on a basis consistent with the Financial Statements, except for the absence of notes thereto and applicable disclosures required by IFRS, copies of which are annexed hereto as Disclosure Schedule 1.1(bbb).

“Interim Period” means the period between the close of business on the date of this Agreement and Closing.

“Intra-Group Payables” means any payable or liability owing by an Acquired Company to any other Acquired Company, including all principal debt, accrued interest, fees, costs penalties and any early redemption fees at Closing, as determined in accordance with the Accounting Principles as at the Adjustment Time.

“Intra-Group Receivables” means any receivable or asset owing by an Acquired Company to any other Acquired Company, including all principal debt, accrued interest, fees, costs penalties and any early redemption fees at Closing, in each case, as determined in accordance with the Accounting Principles as at the Adjustment Time.

“IP Licence” means the licence substantially in the form attached as Exhibit “D”.

“Key Managers” means each of [REDACTED – EMPLOYEE NAMES].

“Law” or, collectively “Laws” means, with respect to any Person, all (i) applicable laws, constitutions, treaties, statutes, codes, ordinances, principles of common law, orders, notices, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (ii) judgments, orders, injunctions, decisions and sanctions of any Governmental Entity, and (iii) policies, practices and guidelines of any Governmental Entity having the force of law.

“Leases” means each of (i) the lease entered into with [REDACTED – ENTITY NAME] for premises located at [REDACTED – FACILITY ADDRESS] and (ii) the lease entered into with [REDACTED – ENTITY NAME] for premises located at [REDACTED – FACILITY ADDRESS].

“Lien” means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition which, in substance, secures payment or performance of an obligation.

“Loss” means absence, non-existence, non-availability, reduction, modification, loss, counteraction, nullification, disallowance, withdrawal or clawback for whatever reason.

“Material Adverse Effect” means any fact, change, circumstance, condition, event or development that has resulted, results or is reasonably expected to result in a material and adverse effect on the Business or the operations, assets, liabilities or financial condition of the Acquired Companies taken as a whole. “Material Adverse Effect” shall not include, alone or in combination, any fact, change, circumstance, condition, event or development arising in connection with: (i) changes in (A) general economic conditions (whether international, national or local), (B) political conditions (including acts of war, declared or undeclared, armed hostilities and terrorism), (C) the industries or markets in which the Acquired Companies operate, or (D) Laws or accounting standards, or the principles or interpretations thereof, applicable to the Acquired Companies, including the effects, if any, of Brexit on any of the foregoing (A), (B), (C) and (D); (ii) natural disasters or pandemics; (iii) the announcement or existence of this Agreement or the consummation of the transactions contemplated by this Agreement, including the loss of any customer or supplier of the Acquired Companies or Employee as a direct consequence thereof; actions or omissions of the Acquired Companies taken with the prior written consent of or at the written request of the Purchaser or in accordance with the terms of this Agreement or the Ancillary Agreements; or (v) any action taken by the Purchaser or any of its Affiliates (including for these purposes only, the Sponsor, the Manager and their respective general partners) or their respective representatives.

“Net Indebtedness” means the aggregate sum of (which may be a positive or a negative number):

in relation to the Corporation, the PBL Cash minus the PBL Indebtedness (which may be a positive or a negative number); and

in relation to PMI, the PMI Cash minus the PMI Indebtedness (which may be a positive or a negative number).

“Nominated Officer” has the meaning given to it in the Isle of Man Beneficial Ownership ▇▇▇ ▇▇▇▇.

“Open Source Software” means software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed or otherwise made available under a licence which:

satisfies some or all of the criteria of the Open Source Definition (as published by the Open Source Initiative from time to time and set out at the date of this Agreement at ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇; and/or

adopts a licensing or distribution model that requires the licencee to publish or otherwise make available to the licensor and/or other licences the human-readable source code to any modification or derivative work used or created by or on behalf of the licencee.

“Ordinary Course” means, with respect to an action taken by any Person, that such action is taken in the ordinary course of the normal day-to-day operations of such Person.

“Outside Date” means [REDACTED – OUTSIDE DATE] or such other date as the Vendor and the Purchaser may agree to in writing.

“Parties” means the Vendor and the Purchaser.

“PBL Cash” means, with respect to the Corporation and Prometic Biosciences Ltd (UK), the sum of all cash and cash equivalents (net of transaction costs incurred, or to be incurred, in connection with the conversion of such cash equivalents into cash and any issued but uncleared cheques, drafts or wires payable) except for Restricted Cash, determined in accordance with the Accounting Principles as at the Adjustment Time as set out in the Adjustment Statement.

“PBL Current Assets” means, with respect to the Corporation and Prometic Biosciences Ltd (UK), the sum of all current assets, including (but not limited to) the accounts receivable (including customer receipts, income tax credits and R&D credits), inventories (including raw materials, work in progress, finished goods and despatched uninvoiced goods), prepaid expenses and sales Tax receivables, but excluding PBL Cash, the PBL Inter- Group Amount, Restricted Cash, deferred tax assets and Intra-Group Receivables, in each case, determined in accordance with the Accounting Principles as at the Adjustment Time and set out in the Adjustment Statement.

“PBL Current Liabilities” means, with respect to the Corporation and Prometic Biosciences Ltd (UK), the sum of all current liabilities, including (but not limited to) trade and accounts payables, accrued expenses, deferred revenues (including grants from a Governmental Entity) and any credit card balances and excluding the current portion of capital lease liabilities and any item included in the definition of PBL Indebtedness, the Intra-Group Payables, the PBL Inter-Group Amount and the Acquired Companies Transaction Expenses, in each case, determined in accordance with the Accounting Principles as at the Adjustment Time and set out in the Adjustment Statement.

“PBL Financial Statements” means the unaudited balance sheet and profit or loss statement of Prometic Bioseparations Ltd (UK) (a limited liability company incorporated in England and Wales with registration number 02149359) as at and for the 12 months ended on the Accounts Date, December 31, 2017 and December 31, 2016, copies of which are annexed hereto as Disclosure Schedule 1.1(vvv).

“PBL Indebtedness” means, with respect to the Corporation and Prometic Biosciences Ltd (UK), the sum (without duplication) of:

all indebtedness for borrowed money (including overdraft facilities) (whether short term or long term);

the amount that would be required to be paid to close out any interest rate, currency or other hedging agreement at the Adjustment Time;

all indebtedness for the deferred purchase price of property or any deferred consideration or earn-out provisions;

all indebtedness evidenced by notes, bonds, debentures or other similar instruments;

any indebtedness in respect of letters of credit and bankers’ acceptances, but only to the extent drawn, and excluding instruments supporting or guaranteeing any obligations of the Corporation;

the PBL Inter-Group Amount;

liabilities for capital leases entered into on or after 1 October 2019, factored receivables, trade guarantees, unfunded pension liabilities and unaccounted for labour liabilities and any other unaccrued and statutorily required liabilities, unpaid dividends, non-current unearned or deferred revenue (including grants from a Governmental Entity), prepayments from customers and certain non-trade liabilities, including, without limitation, accruals for payroll, bonuses, commissions, directors’ fees and professional fees;

all indebtedness of any Person (other than any Acquired Company) referred to in (i) through (viii) above guaranteed by the Corporation except for any obligation of the Corporation or Prometic Biosciences Ltd (UK) to any Person made or given in the Ordinary Course; and

all accrued interest, fees or other similar obligations (including any prepayment penalties, premiums, breakage costs, fees and other costs and expenses associated with repayment) with respect to any of the foregoing, including those triggered as a result of Closing,

“PBL Inter-Group Amount” means an amount equal to the difference between:

the amounts owing from the Corporation or Prometic Biosciences Ltd (UK) to the Vendor or any of its Affiliates (other than the Acquired Companies but including PRDT), including all principal debt, preferred equity certificates, accrued interest, fees, costs penalties, and any early redemption fees in respect of the foregoing (including those triggered as a result of Closing), determined in accordance with the Accounting Principles as at the Adjustment Time and set out in the Adjustment Statement and set out in the Adjustment Statement, which shall be expressed as a positive number; and

the amounts owing by the Vendor or any of its Affiliates (other than the Acquired Companies but including PRDT) to the Corporation or Prometic Biosciences Ltd (UK), including all principal debt, preferred equity certificates, accrued interest, fees, costs penalties, and any early redemption fees in respect of the foregoing (including those triggered as a result of Closing), determined in accordance with the Accounting Principles as at the Adjustment Time and set out in the Adjustment Statement, which shall be expressed as a negative number.

“PBL Target Working Capital” means an amount equal to [REDACTED – WORKING CAPITAL AMOUNT].

“PBL Working Capital” means PBL Current Assets less the PBL Current Liabilities (such number may be positive or negative).

“Permitted Liens” means the Liens set forth in Disclosure Schedule 1.1(aaaa);

“Person” means a natural person, partnership, corporation, joint stock company, trust, unincorporated association, unlimited liability company, limited liability company, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

“Personal Data” means any information relating to an identified or identifiable natural person, where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, medical records and history, biometric information, sexual orientation, location data, an online identifier, password, financial information (such as bank account or credit card or debit card or other payment instrument details) or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“PMI” means Prometic Manufacturing Inc.

“PMI Cash” means, with respect to PMI, the sum of all cash and cash equivalents (net of transaction costs incurred, or to be incurred, in connection with the conversion of such cash equivalents into cash and any issued but uncleared cheques, drafts or wires) except for Restricted Cash, determined in accordance with the Accounting Principles as at the Adjustment Time and set out in the Adjustment Statement.

“PMI Current Assets” means, with respect to PMI, the sum of all current assets, including (but not limited to) the accounts receivable (including customer receipts, income tax credits and R&D credits), inventories (including raw materials, work in progress, finished goods and despatched uninvoiced goods), prepaid expenses and sales Tax receivables, but excluding PMI Cash, the PMI Inter-Group Amount, Restricted Cash, deferred tax assets and Intra-Group Receivables, in each case, determined in accordance with the Accounting Principles as at the Adjustment Time and set out in the Adjustment Statement.

“PMI Current Liabilities” means, with respect to PMI, the sum of all current liabilities, including (but not limited to) trade and accounts payables, accrued expenses, deferred revenues (including grants from a Governmental Entity) and any credit card balances and excluding the current portion of capital lease liabilities and any item included in the definition of PMI Indebtedness, the Intra-Group Payables, the PMI Inter-Group Amount and the Acquired Companies Transaction Expenses, in each case, determined in accordance with the Accounting Principles as at the Adjustment Time and set out in the Adjustment Statement.

“PMI Financial Statements” means the unaudited balance sheet and profit or loss statement of PMI as at and for 12 months ended on the Accounts Date, December 31, 2017 and December 31, 2016, copies of which are annexed hereto as Disclosure Schedule 1.1(hhhh).

“PMI Indebtedness” means, with respect to PMI, the sum (without duplication) of:

all indebtedness for borrowed money (including overdraft facilities) (whether short term or long term);

the amount that would be required to be paid to close out any interest rate, currency or other hedging agreement at the Adjustment Time;

all indebtedness for the deferred purchase price of property or any deferred consideration or earn-out provisions;

all indebtedness evidenced by notes, bonds, debentures or other similar instruments;

any indebtedness in respect of letters of credit and bankers’ acceptances, but only to the extent drawn, and excluding instruments supporting or guaranteeing any obligations of PMI;

the PMI Inter-Group Amount;

liabilities for capital leases entered into on or after 1 October 2019, factored receivables, trade guarantees, unfunded pension liabilities and unaccounted for labour liabilities and any other unaccrued and statutorily required liabilities, unpaid dividends, non-current unearned or deferred revenue (including grants from a Governmental Entity), prepayments from customers and certain non-trade liabilities, including, without limitation, accruals for payroll, bonuses, commissions, directors’ fees and professional fees;

all indebtedness of any Person (other than any Acquired Company) referred to in (i) through (viii) above guaranteed by PMI except for any obligation of PMI to any Person made or given in the Ordinary Course; and

all accrued interest, fees or other similar obligations (including any prepayment penalties, premiums, breakage costs, fees and other costs and expenses associated with repayment) with respect to any of the foregoing, including those triggered as a result of Closing,

“PMI Inter-Group Amount” means an amount equal to the difference between:

the amounts owing from PMI to the Vendor or any of its Affiliates (other than the Acquired Companies but including PRDT), including all principal debt, preferred equity certificates, accrued interest, fees, costs penalties, and any early redemption fees in respect of the foregoing (including those triggered as a result of Closing), determined in accordance with the Accounting Principles as at the Adjustment Time and set out in the Adjustment Statement, which shall be expressed as a positive number; and

the amounts owing by the Vendor or any of its Affiliates (other than the Acquired Companies but including PRDT) to PMI, including all principal debt, preferred equity certificates, accrued interest, fees, costs penalties, and any early redemption fees in respect of the foregoing (including those triggered as a result of Closing), determined in accordance with the Accounting Principles as at the Adjustment Time and set out in the Adjustment Statement, which shall be expressed as a negative number.

“PMI Target Working Capital” means an amount equal to [REDACTED – WORKING CAPITAL AMOUNT].

“PMI Working Capital” means PMI Current Assets less the PMI Current Liabilities (such number may be positive or negative).

“PRDT” means Pathogen Removal and Diagnostic Technologies Inc.

“Pre-Closing Insurance Policy” means an insurance and/or indemnity policy in the name of the Vendor or any of its Affiliates in force prior to the Closing Date in respect of which any Acquired Company had an interest.

“Pre-Closing Tax Period” means a Tax Period ending on or before Closing.

“Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction and “Process” has the correlating meaning.

“Purchased Shares” means the Corporation Shares, together with one additional ordinary share in the capital of the Corporation issued to the Vendor pursuant to the Reorganization Plan.

“Purchaser Closing Certificate” means a certificate from the Purchaser confirming the matters set forth in Section 7.2(a).

“Purchaser Core Representations” means, collectively, the representations and warranties of the Purchaser, set forth in Section 4.1.

“Related Party” means the Vendor and its Affiliates and any director, officer or employee of the Vendor or its Affiliates (including PRDT) or any Acquired Company or their respective connected Persons.

“Related Party Transaction” means the entry into (or agreeing to enter into) any Contract, directly or indirectly, and whether or not legally enforceable, between any Acquired Company and any Related Party.

“R&D Relief” means any research and development credit or relief claimed by the Acquired Companies prior to Closing.

“R&W Policy” means a representation and warranty insurance policy taken out by the Purchaser on the same day as this Agreement in respect of the representations and warranties made by the Vendor.

“Relief” means includes any loss, relief, allowance, credit, exemption or set-off for Tax or any deduction in computing gross receipts, income, profits or gains for the purposes of Tax and any right to a repayment of Tax or to a payment in respect of Tax.

“Reorganization” means the reorganization undertaken prior to the Closing Date pursuant to the terms of the Reorganization Plan.

“Reorganization Documents” means the reorganization documents entered into prior to the date hereof or prior to Closing to implement the Reorganization Plan.

“Reorganization Plan” means the reorganization steps plan in the form set forth in Exhibit “E” hereto.

“Restricted Cash” means any cash or cash equivalent of any Acquired Company which at Closing is not freely or lawfully usable by the relevant Acquired Company because it is blocked, encumbered or subject to restriction by the operation of Law or contract or, in respect of cash equivalents, is not convertible into cash within two Business Days.

“Sanctioned Person” means a Person that is (a) the subject of Sanctions, or (b) majority- owned or controlled, individually or in the aggregate, by one or more parties that are the subject of Sanctions.

“Sanctions” means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of the Treasury, Office of Foreign Assets Control), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) Her Majesty’s Treasury, or (v) other similar governmental bodies with regulatory authority over any Acquired Company, or the operations of any Acquired Company, from time to time.

“Senior Employees” means any Employee whose annual base salary or consultancy fee is £50,000 (gross of Tax) or more per annum and includes each of the Key Managers and [REDACTED – EMPLOYEE NAMES].

“Settled Claim” means a Tax Proceeding which:

the Corporation and [REDACTED – SENSITIVE COMMERCIAL INFORMATION] agree in writing; or

has been determined by a court of competent jurisdiction from which there is no right of appeal or from whose judgment the Corporation or the Purchaser are debarred by passage of time or otherwise from making an appeal.

“Sterling”, “Pound Sterling” or “£” means the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“Straddling Period” means a Tax Period commencing before Closing and ending after Closing.

“Subsidiaries” means, collectively, PMI and Prometic Bioseparations Ltd (UK).

“Subsidiaries’ Securities” means all of the issued and outstanding securities in the capital of the Subsidiaries, which are held by the Corporation or other Persons, as set out in Disclosure Schedule 23.2.

“Substantial Customer” means the nine (9) largest customers of the Acquired Companies by value for the 12-month period ended on the Accounts Date.

“Substantial Supplier” means the nine (9) largest suppliers of the Acquired Companies by value for the 12-month period ended on the Accounts Date.

“Systems” means all plant, equipment, systems, devices and components which contain or are controlled or monitored by computer systems, microprocessors or software.

“Tax” or, collectively, “Taxes” means any and all federal, state, provincial, municipal, local and foreign taxes, assessments, reassessment, Indirect Tax and other governmental charges, duties, impositions, levies and liabilities, including government pension plans contributions and employment insurance contributions and including taxes based upon or measured by gross receipts, income, profits, sales, capital use and occupation, good and services, and value added, ad valorem, transfer, franchise, withholding, customs duties, payroll, employment, excise and property taxes, together with all interest, penalties, fines and additions imposed with respect to such amounts, whether directly or primarily chargeable against, recoverable from or attributable to an Acquired Company or another Person and regardless of whether an Acquired Company or any other Person has or may have any right of reimbursement against any other Person.

“Tax Holdback Amount” means the sum of [REDACTED – TAX HOLDBACK AMOUNT].

“Tax Indemnity” means the tax indemnity set forth in Schedule 3.

“Tax Liability” means an Actual Tax Liability or a Deemed Tax Liability.

“Tax Period” means any reporting period for reporting Tax requiring the submission of a Tax Return.

“Tax Return” or, collectively “Tax Returns” means all returns (including information returns), declarations, reports, statements, schedules, notices, forms, declarations, claim for refund or other documents or information filed or submitted or required to be filed in respect of the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of any legal requirement relating to any Tax.

“Third Party Claim” means any action, suit, proceeding, arbitration, claim or demand that is instituted or asserted by a third party, including a Governmental Entity, against an Indemnified Party which entitles the Indemnified Party to make a claim for indemnification under this Agreement, other than a Tax Proceeding.

“Transition Services Agreement” means the transition services agreement to be entered into at Closing between the Vendor and the Purchaser, substantially in the form attached as Exhibit “F” hereto.

“United Kingdom Accounting Standards” means United Kingdom Accounting Standards as applicable in the Isle of Man, including Financial Reporting Standards 101 “Reduced Disclosure Framework” (FRS 101) issued by the Financial Reporting Council (“FRC”), applicable Abstracts issued by the FRC, the requirements of applicable law, and applicable pronouncements by the Conduct Committee of the FRC.

“Vendor Books and Records” means all statements, books of account, Tax and financial records, sales and purchase records, customer and supplier lists, and business, research and development reports relating to each of the Acquired Companies in the possession or control of the Vendor at Closing, whether in paper or in electronic form.

“Vendor Business Representations” means, collectively, the representations and warranties of the Vendor set forth in Schedule 1.

“Vendor Closing Certificate” means the certificate of Vendor confirming the matters set forth in Section 7.1(a).

“Vendor Core Representations” means, collectively, the representations and warranties of the Vendor set forth in Section 3.1.

“Vendor’s Credit Facility” means the consolidated loan agreement originally dated as of April 27, 2017, as amended and restated on April 23, 2019 between Structured Alpha LP, as lender, the Vendor, as borrower, and the Corporation, Prometic Biotherapeutics Inc., Liminal R&D BioSciences Inc. (formerly known as Prometic Biosciences Inc.), Prometic Bioproduction Inc., Nantpro Biosciences, LLC, Prometic Plasma Resources Inc., Liminal BioSciences Holdings Limited (formerly known as Prometic Pharma SMT Holdings Limited), Liminal BioSciences Limited (formerly known as Prometic Pharma SMT Limited), Prometic Biotherapeutics Ltd., Telesta Therapeutics Inc. and Prometic Plasma Resources (USA) Inc., as guarantors.

Other Defined Terms.

Terms

Base Price

Closing Date

Closing Payment

Corporation

Terms

Corporation Shares

Damages

Disclosed Plans

Dispute Notice

Disputed Items

Draft Adjustment Statement

Draft Closing Balance Sheet

Estimated Acquired Companies Transaction Expenses

Estimated Adjustment Statement

Final Acquired Companies Transaction Expenses

Final Adjustment Amount

Final Adjustment Statement

Final Net Indebtedness

Final PBL Working Capital

Final PMI Working Capital

Indemnification Notice

Indemnified Party

Indemnifying Party

Initial Purchase Price

Insurance Claim

Leased Properties

Leases

Material Contracts

Objection Period

Policies

Purchase Price

Purchaser

Purchaser Confidentiality Agreement

Purchaser Indemnified Persons

Purchaser Relevant Person

Released Liens

Specified Matter

Terms

Stikeman

Tail Policy

Third Party Auditors

Vendor

Vendor Guarantees

Vendor Relevant Person

Headings, etc.

Currency.

Subject to Sections 1.4(b) and 1.4(c), any amount to be provided or to be paid under this Agreement shall be, unless otherwise indicated to the contrary herein, payable in USD.

Any part of the Acquired Companies’ Transaction Expenses to be paid by any Acquired Company will be made in the currency stipulated by the documentation giving rise to such obligations or, as appropriate, required by Law in the case of Taxes, notwithstanding that corresponding amounts may be converted into Pound Sterling, CAD or USD in accordance with Section 1.4(e) for the purposes of calculating any amount under Article 2.

Any part of the Net Indebtedness, PBL Working Capital and/or PMI Working Capital in a currency other than Pound Sterling shall be converted into Pound Sterling in accordance with Section 1.4(e) for the purposes of calculating any amount under Article 2. Any other amount to be calculated in Canadian Dollars for the purposes of Article 2 shall be converted into Pound Sterling for the purposes of any payment required to any Party in accordance with Article 2.

No Party shall incur any liability to another Party (including pursuant to Article 2) as the result of the conversion of any amounts in accordance with this Section 1.4.

Any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount at the Conversion Rate prevailing at the Relevant Date. For the purposes of this Section 1.4(e):

“Conversion Rate” means the spot closing mid-point rate for a transaction between the two currencies in question on the date falling two (2) Business Days immediately preceding the Relevant Date as quoted by the Financial Times, UK edition or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted, save that in respect of any amount set out in the Adjustment Statement or the Closing Balance Sheet the conversion rate shall be the spot closing mid-point rate for a transaction between the two currencies in question on the Closing Date as quoted by the Financial Times, UK edition or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted; and

“Relevant Date” means: (A) in relation to any amount set out in the Estimated Adjustment Statement, the date of that statement; (B) in relation to any amount set out in the Adjustment Statement or the Closing Balance Sheet, the Closing Date; (C) in relation to any payment to be made under the Agreement, the date of payment.

Certain Terms and References.

Knowledge.

Statutory References.

Business Days.

Incorporation of Schedules and Exhibits.

Purchase and Sale.

Delivery of Estimated Adjustment Statement.

No later than three (3) Business Days prior to the proposed Closing Date, the Vendor will deliver to the Purchaser:

a draft statement (the “Estimated Adjustment Statement”) that sets out its good faith determination of an estimate of the Acquired Companies Transaction Expenses (the “Estimated Acquired Companies Transaction Expenses”), together with currency, payee and account details of the Persons entitled to such amounts, together with all relevant underlying documents supporting its calculations contained within the Estimated Adjustment Statement; and

the amount of the Closing Payment.

Purchase Price.

the Initial Purchase Price;

the Final Tax Holdback Amount (if any); and

the Deferred Payments and/or Exit Payment (if any, and as applicable).

Calculation of the Initial Purchase Price.

£32,000,000 (the “Base Price”);

minus the amount of the Estimated Acquired Companies Transaction Expenses;

minus the Tax Holdback Amount;

plus or minus the Final Adjustment Amount, as the case may be.

Closing Payments and Actions.

The Purchaser will pay to the Vendor at Closing, by wire transfer of immediately available funds to an account designated in advance by the Vendor (by notice in writing to the Purchaser no later than three (3) Business Days prior to the Closing Date), an amount equal to the Closing Payment.

The Purchaser will pay for and on behalf of the Acquired Companies (as an advance by the Purchaser to the relevant Acquired Companies), or exercise its rights as a shareholder of the Corporation to cause the Acquired Companies to pay, at Closing (to the extent it is to be repaid in connection therewith) or as at any other appropriate time to the Persons entitled thereto (as set out in the Estimated Adjustment Statement) by wire transfer of immediately available funds to accounts set out in the Estimated Adjustment Statement, the Estimated Acquired Companies Transaction Expenses.

Determination and Payment of Final Adjustment Amount.

Draft Adjustment Statement. Within sixty (60) days following the Closing Date (or such other date as agreed in writing by the Parties), the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Vendor (i) a draft Closing Balance Sheet (the ”Draft Closing Balance Sheet”) and (ii) a draft Adjustment Statement (the “Draft Adjustment Statement”) calculating (A) the Net Indebtedness, (B) the PBL Working Capital, (C) the PMI Working Capital, and (D) the Acquired Companies Transaction Expenses. The Draft Closing Balance Sheet and the Draft Adjustment Statement shall be prepared in accordance with the Accounting Principles.

Cooperation. To the extent not prohibited to do so under Law or by any Governmental Entity, during the Objection Period, and upon Vendor’s reasonable written request, the Purchaser shall provide to the Vendor and its accountants reasonable access to the relevant accounting Books and Records and the appropriate personnel of the Acquired Companies in order to enable the Vendor and its accountants to reasonably assess the Draft Closing Balance Sheet and the Draft Adjustment Statement.

Objection Period. Within thirty (30) days following delivery of the Draft Closing Balance Sheet and the Draft Adjustment Statement in accordance with Section 2.6(a) (the “Objection Period”), the Vendor shall notify the Purchaser in writing (a “Dispute Notice”) if it has any objection to the Draft Closing Balance Sheet or the Draft Adjustment Statement (such items set out in the Dispute Notice being, the “Disputed Items”). The notice of objection must state in reasonable detail the basis of each Disputed Item, the amounts in dispute and specify the adjustments which, in the Vendor’s opinion, should be made to the Draft Closing Balance Sheet or the Draft Adjustment Statement in order to comply with the terms of this Agreement. The Vendor shall be deemed to have accepted (a) the Draft Closing Balance Sheet and the Draft Adjustment Statement if it does not deliver a Dispute Notice within the Objection Period or (b) those elements within the Draft Closing Balance Sheet and the Draft Adjustment Statement which are not disputed within the Dispute Notice, and the Draft Closing Balance Sheet and the Draft Adjustment Statement delivered by the Purchaser in accordance with Section 2.6(a) will be, to the extent not disputed or deemed not to be disputed by the Vendor, final, conclusive and binding upon the Vendor and the Purchaser, and will not be subject to appeal, absent manifest error or fraud.

Settlement of Dispute. If the Vendor delivers a Dispute Notice during the Objection Period in accordance with Section 2.6(c), the Vendor and the Purchaser will work together in good faith in an attempt to resolve the Disputed Items within a further period of thirty (30) days after the delivery of a Dispute Notice, failing which the Disputed Items outstanding at the end of the 30-day period (and only those matters) may be submitted by the Vendor or the Purchaser for final determination to KPMG LLP, or if KPMG LLP is unwilling or unable to act, to another independent international accounting firm to be appointed by the President for the time being of the Institute of Chartered Accountants of England and Wales on the application of either the Purchaser or the Vendor (in any such case, the “Third Party Auditors”). The Vendor and the Purchaser shall use commercially reasonable efforts to cause the Third Party Auditors to complete their work within thirty (30) days of receipt of the last of the documents it so requests from the Vendor and the Purchaser. The Third Party Auditors shall allow each of the Vendor and the Purchaser to present its respective position regarding the outstanding Disputed Items to the Third Party Auditors, and each of the Vendor and the Purchaser shall have the right to present additional documents, materials and other information, and make an oral presentation to the Third Party Auditors regarding the Disputed Items. Any such other documents, materials or other information

Final Determination. Promptly following the Objection Period during which no Dispute Notice was delivered by the Vendor or the resolution of all Disputed Items in accordance with Section 2.6(d), as the case may be, the Purchaser shall deliver to the Vendor the final Closing Balance Sheet (the “Final Closing Balance Sheet”) and a final Adjustment Statement calculating the PBL Working Capital (the “Final PBL Working Capital”), the PMI Working Capital (the “Final PMI Working Capital”), the Net Indebtedness (the “Final Net Indebtedness”) and the Acquired Companies Transaction Expenses (the “Final Acquired Companies Transaction Expenses”), which shall become the “Final Adjustment Statement” for purposes of this Section 2.6. The Final Closing Balance Sheet and the Final Adjustment Statement shall reflect the resolution of all Disputed Items in accordance with Section 2.6(d). The Final Closing Balance Sheet and the Final Adjustment Statement shall be final and binding upon the Parties upon delivery thereof and shall not be subject to appeal, absent manifest error or fraud (when the relevant part of the Final Closing Balance Sheet or Final Adjustment Statement shall be void and the matter shall be resubmitted to the Third Party Auditors by either party for correction as soon as reasonably practicable).

Final Adjustments.

The Initial Purchase Price will be adjusted as follows: firstly, by adding together the following balances as set out in the Final Adjustment Statement:

Final Net Indebtedness;

plus the amount (if any) by which the Final PBL Working Capital is greater than the PBL Target Working Capital;

plus the amount (if any) by which the Final PMI Working Capital is greater than the PMI Target Working Capital (such amount to be converted into Pound Sterling in accordance with Section 1.4);

minus the amount (if any) by which the PBL Target Working Capital is greater than the Final PBL Working Capital; and

minus the amount (if any) by which the PMI Target Working Capital is greater than the Final PMI Working Capital (such amount to be converted into Pound Sterling in accordance with Section 1.4)

Secondly, if the Initial Adjustment Amount is less than £2,400,000, the Vendor will owe an amount equal to the difference between £2,400,000 and the Initial Adjustment Amount to the Purchaser. If the Initial Adjustment Amount is greater than £2,600,000, the Purchaser will owe to the Vendor an amount equal to the difference between the Initial Adjustment Amount and £2,600,000. If the Initial Adjustment Amount is equal to or greater than £2,400,000 but less than or equal to £2,600,000, no adjustment will be made to the Initial Purchase Price.

Thirdly, if the Final Acquired Companies Transaction Expenses are greater than the amount of the Estimated Acquired Companies Transaction Expenses, the Vendor will owe an amount equal to such excess to the Purchaser. If the Estimated Acquired Companies Transaction Expenses are greater than the amount of the Final Acquired Companies Transaction Expenses, the Purchaser will owe an amount equal to such excess to the Vendor.

Fourth, to the extent an amount is owed by both Parties to the other Party pursuant to Section 2.6(f)(ii) and 2.6(f)(iii) and one of such amounts exceeds the other, the lesser amount shall be deducted and offset from the amount owed in the greater, such that the net amount only shall be paid by such Party which owes such greater amount to the other Party (such amount being the “Final Adjustment Amount”).

Payment of the Final Adjustment Amount.

If the Final Adjustment Amount is owed by the Purchaser to the Vendor, then the Purchaser shall, within five (5) Business Days of delivery of the Final Adjustment Statement pursuant to Section 2.6(e), pay such amount to the Vendor by wire transfer of immediately available funds to the Vendor’s account pursuant to Section 2.5(a).

If the Final Adjustment Amount is owed by the Vendor to the Purchaser, then the Vendor shall, within five (5) Business Days of delivery of the Final Adjustment Statement pursuant to Section 2.6(e), pay such amount by wire transfer of immediately available funds to an account specified by the Purchaser in writing.

Fees and Expenses.

The Vendor on the one hand, and the Purchaser on the other hand, will bear the fees and expenses of their respective accountants, auditors and other professional advisors in preparing, reviewing or settling the Draft Closing Balance Sheet, the Final Closing Balance Sheet, the Draft Adjustment Statement and the Final Adjustment Statement, including presenting their respective cases to the Third Party Auditors (if applicable).

In the case of a dispute and the engagement of Third Party Auditors to determine such dispute in accordance with Section 2.6(d), the fees and expenses of the Third Party Auditors will be divided between the Vendor and the Purchaser based on the percentage which the portion of the Disputed Items referred to the Third Party Auditors not awarded to each Party bears to the aggregate amount of the Disputed Items referred to the Third Party Auditors.

Representations and Warranties of the Vendor as to Itself.

Formation and Qualification. The Vendor is a corporation is duly incorporated, validly subsisting and in good standing under the Laws of its jurisdiction of incorporation.

Authority and Enforceability. The Vendor has the requisite power and authority and has received all necessary approvals, consents, licences, waivers or exemptions required to enter into this Agreement and the Ancillary Agreements to which it is a party and to complete the transactions contemplated thereunder. This Agreement and the Ancillary Agreements to which the Vendor is a party have been duly executed and delivered by the Vendor and constitute valid and binding obligations of the Vendor, enforceable against it in accordance with their terms, subject, however, to limitations applying after the date of this Agreement only with respect to enforcement imposed by Law in connection with bankruptcy, insolvency, arrangement or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

No Conflict. Except as disclosed in Disclosure Schedule 3.1, the execution and delivery of, and the performance by the Vendor of its obligations under this Agreement and the Ancillary Agreements to which it is a party does not and will not:

result in a breach of any provision of the Governing Documents of the Vendor;

result in a breach, default or violation of, or conflict with, or allow any other Person to exercise any rights under, any of the terms, conditions or provisions of any Contracts to which the Vendor is a party or pursuant to which any of their assets, business or capital may be affected;

result in a breach, violation or conflict with any Law or any order, decree or judgment of any court or any Governmental Entity; or

require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Entity.

Title to Shares.

The Vendor is the sole registered legal and beneficial owner of all of the Corporation Shares as at the date of this Agreement and at Closing will be the sole registered legal and beneficial owner of all of the Purchased Shares, in each case, with a good title thereto, free and clear of all Liens, other than those Liens listed on Disclosure Schedule 3.1(d) (the “Released Liens”) which Liens will be released effective as of Closing.

The Corporation Shares constitute, and the Purchased Shares will at Closing constitute, the whole of the issued share capital of the Corporation and the Corporation Shares are, and the Purchased Shares will be at Closing, fully paid or credited as fully paid.

Except for the Purchaser’s rights under this Agreement and the Reorganization, and except for the Released Liens, no Person has any written or oral agreement, option, charge or warrant, or any right, interest or privilege (whether by Law, Contract or otherwise) capable of becoming such, for the purchase or acquisition from the Vendor of any of the Purchased Shares (whether actual or contingent).

None of the Vendor or any of its Affiliates have entered into any agreement, arrangement or obligation requiring the creation, allotment, issue, sale, transfer, redemption or repayment of, or the grant to a Person (other than the Purchaser) of the right (conditional or not) to require the allotment, issue, sale, transfer, redemption or repayment of, a share in the capital of the Corporation (including an option or right of pre-emption or conversion) other than as contemplated by the Reorganization.

The Vendor is not a party to any shareholders’ agreement, voting trust or similar arrangement with respect to the voting or ownership of shares of the Corporation.

Authorizations. No filing with, notice to, or Authorization of, any Governmental Entity is required by the Vendor as a condition to the lawful completion of the transactions involving the Vendor contemplated by this Agreement or any of the Ancillary Agreements.

Litigation. There are no claims, actions, proceedings or suits pending, or to the knowledge of the Vendor, threatened against the Vendor before any Governmental Entity, which prohibit or seek to enjoin the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party.

Insolvency. No order has been served on the Vendor and no resolution has been passed for the winding up or dissolution of the Vendor; the Vendor is not in administration and no steps have been taken to place the Vendor into administration (including the filing of any notice of intention to appoint an administrator over the Vendor); the Vendor is not subject to a company voluntary arrangement and no such arrangement has been proposed nor is the Vendor subject to a scheme of arrangement and no such scheme has been proposed; no receiver (whether statutory or contractual) has been appointed to the Vendor or any of its assets; the Vendor is not in administrative receivership and has not suspended payments on any of its debts, nor entered into any compromises with any or all of its creditors.

No Brokers. Except as set forth in Disclosure Schedule 3.1(h), no broker, finder, agent or similar intermediary has acted on behalf of such Vendor in connection with this Agreement or the transactions contemplated hereby, and there are no brokerage commissions, finders’ fees or similar fees or commissions payable by the Vendor in connection herewith.

Residence. The Vendor is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

Representations and Warranties of the Vendor as to the Acquired Companies.

Representations and Warranties of the Purchaser.

Formation and Qualification. The Purchaser is a corporation duly incorporated and validly subsisting under the Laws of its jurisdiction of incorporation.

Authority and Enforceability. The Purchaser has the requisite corporate power and authority and has received all necessary corporate approvals to enter into this Agreement and the Ancillary Agreements to which it is a party and to complete the transactions contemplated hereunder and thereunder. This Agreement and the Ancillary Agreements to which it is a party have been duly authorized, executed and delivered by the Purchaser and constitute valid and binding obligations of the Purchaser enforceable against them in accordance with their terms, subject, however, to limitations applying after the date of this Agreement only with respect to enforcement imposed by Law in connection with bankruptcy, insolvency, arrangement or similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

No Conflict. The execution and delivery of, and the performance by the Purchaser of its obligations under this Agreement and the Ancillary Agreements to which it is a party does not and will not:

result in a breach, default or violation of, or conflict with, or allow any other Person to exercise any rights under, any of the terms, conditions or provisions of any written agreement, purchase order, contract, lease, licence or legally binding commitment of any nature to which the Purchaser is a party or pursuant to which any of its assets, business or capital may be affected;

result in a breach of any provision of the Governing Documents of the Purchaser;

require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Entity; or

result in a breach, violation or conflict with any Law.

Litigation. There are no claims, actions, proceedings or suits pending, or to the knowledge of the Purchaser, threatened against the Purchaser before any Governmental Entity, which prohibit or seek to enjoin the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party.

Insolvency. No order has been served on the Purchaser and no resolution has been passed for the winding up or dissolution of the Purchaser; the Purchaser is not in administration and no steps have been taken to place the Purchaser into administration (including the filing of any notice of intention to appoint an administrator over the Purchaser); the Purchaser is not subject to a company voluntary arrangement and no such arrangement has been proposed nor is the Purchaser subject to a scheme of arrangement and no such scheme has been proposed; no receiver (whether statutory or contractual) has been appointed to the Purchaser or any of its assets; the Purchaser is not in administrative receivership and has not suspended payments on any of its debts, nor entered into any compromises with any or all of its creditors.

No Reliance. The Purchaser acknowledges that except for the representations and warranties specifically set forth in Article 3, it is not relying on any representation or warranty of the Vendor, the Acquired Companies or any of their respective representatives, express or implied, statutory or otherwise, with respect to the Purchased Shares, the Acquired Companies, the Business or any other matter contemplated by this Agreement, including with respect to the operation of the Business after the Closing, and the probable success or profitability of the Acquired Companies after the Closing.

No Brokers. No broker, finder, agent or similar intermediary has acted on behalf of the Purchaser in connection with this Agreement or the transactions contemplated hereby, and there are no brokerage commissions, finders’ fees or similar fees or commissions payable by the Purchaser in connection herewith.

Financing. Purchaser has made available to the Vendor true, correct and complete executed copies of an equity commitment letter, dated as of the date hereof, from the equity financing source party thereto (the “Sponsor”) (the “Equity Commitment Letter”), pursuant to which the Sponsor has committed to provide Purchaser with equity investments in cash in the amounts set forth therein (the “Equity Financing”). As of the date hereof, the Equity Commitment Letter (A) is in full force and effect, (B) constitutes the legal, valid and binding obligation of the Sponsor in respect of the Equity Commitment Letter, enforceable against the Sponsor in accordance with its terms. There are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, respectively, other than as expressly set forth in the Equity Commitment Letter, and neither the Purchaser, the Sponsor, nor any of their respective Affiliates is party to any side letters or other contracts or arrangements related to the Equity Financing that would reasonably be expected to affect the conditionality of, or adversely affect the amount or availability of, the Equity Financing. Purchaser has no reason to believe that any of the conditions to the Equity Commitment Letter will not be satisfied and Purchaser is not aware of the existence of any fact or event that would reasonably be expected to cause such conditions to the Equity Financing not to be satisfied.

Conduct of Business Before Closing.

conduct the Business and their activities in the Ordinary Course; and

comply with each of the undertakings set out in Schedule 2.

Access for Due Diligence.

Exclusive Dealing.

Contact with Customers, Suppliers, Employees or Other Business Relations.

Release of Guarantees.

Confidentiality.

Satisfaction of Conditions.

Financing.

Purchaser shall take, or cause to be taken, all such actions necessary to consummate the Equity Financing up to the Closing Payment on the terms and conditions described in the Equity Commitment Letter at the Closing, including to (i) comply with its obligations under the Equity Commitment Letter, (ii) maintain in effect the Equity Commitment Letter and (iii) enforce its rights under the Equity Commitment Letter.

Purchaser shall not, without the prior written consent of the Vendor (such consent not to be unreasonably withheld, delayed or conditioned), terminate, amend, modify, supplement or waive, or consent to any amendment, modification, supplement or waiver of, any of the conditions or contingencies to funding contained in the Equity Commitment Letter or any other provision of, or remedies under, the Equity Commitment Letter (including by way of side letters or other agreements, contracts or arrangements), other than for purposes of correcting clerical errors in the Equity Commitment Letter.

Purchaser shall promptly notify the Vendor of (a) the expiration or termination (or attempted or purported termination it receives from the Sponsor, whether or not valid) of the Equity Commitment Letter, or (b) any refusal by the Sponsor to provide, or any stated intent received from the Sponsor to refuse to provide, the Equity Financing.

Notwithstanding anything in this Agreement to the contrary, it is explicitly agreed that the Vendor shall be entitled to seek specific performance of Purchaser’s obligation to cause the Equity Financing up to the amount of the Closing Payment to be funded in accordance with the terms of the Equity Commitment Letter, and to consummate the transactions contemplated by this Agreement to occur on Closing in accordance with Section 6.1 in the event that (i) all of the conditions set forth in 7.1 have been satisfied (other than those conditions that by their nature cannot be satisfied other than at the Closing (but subject to such conditions being capable of being satisfied assuming the Closing occurs)) or waived (as applicable) and Purchaser is required to close pursuant to Section 6.1, (ii) the Vendor has confirmed by irrevocable written notice to Purchaser that it and Vendor stand ready, willing and able to consummate the Closing, (iii) the Vendor is not in breach of any of its obligations under this Agreement at the time of seeking specific performance under this Section 5.8(d) or the breach by the Purchaser of its obligations hereunder is not attributable to a breach by the Vendor of its obligations hereunder, and (iv) Purchaser fails to consummate the Closing within five Business Days following such written notice.

To the extent the Purchaser assigns this Agreement to a Person who is not an Affiliate, the Purchaser shall cause such Person to, upon Closing, pay the Closing Payment in addition to the Tax Holdback Amount, and the Vendor and the Purchaser hereby agree that the provisions relating to the Tax Holdback Amount (including Article 8 and Section 10.10) shall, immediately upon such assignment, cease to have effect.

Date, Time and Place of Closing.

Vendor’s Closing Deliveries.

the Vendor Closing Certificate;

an executed stock transfer form in favour of the Purchaser relating to the Purchased Shares;

share certificates representing the Purchased Shares and the Subsidiaries’ Securities (or, if such certificates are not available, an indemnity in a form satisfactory to the Purchaser in the case of any missing certificates);

certified copies of (i) the Governing Documents and Corporate Records of each of the Acquired Companies, (ii) all required resolutions of the board of directors of the Vendor approving the entering into and completion of the transactions contemplated by this Agreement, and (iii) the resolution of the board of directors of the Corporation authorizing the transfer of the Purchased Shares, the writing up of the register of members and the issuance of new share certificates representing the Purchased Shares in the name of the Purchaser, approving the resignations and appointment of directors and officers of the Corporation (such Persons to be notified by the Purchaser to the Vendor no later than five (5) Business Days prior to the Closing Date) and the completion of the transactions contemplated by this Agreement and the Ancillary Agreements in a form reasonably acceptable to the Purchaser and approving, effective as of Closing, the revocation of all existing instructions to the bankers of the Corporation and the giving of new instructions to such bankers as the Purchaser may nominate, in such form as the Purchaser directs in writing;

an updated register of members of the Corporation showing the Purchaser as the holder of the Corporation Shares;

a certificate of good standing (or local equivalent) with respect to each of the Acquired Companies issued by appropriate government officials;

a signed letter, in agreed form, from the Vendor to the Corporation’s Nominated Officer confirming that all of the Corporation’s current registered beneficial owners will, upon Closing, have ceased to be a registrable beneficial owner (within the meaning of section 3(1) of the Isle of Man Beneficial Ownership Act 2017) in relation to the Corporation;

the IP Licence and the Transition Services Agreement, duly executed by the Vendor or its subsidiaries (as the case may be);

the [REDACTED – ENTITY NAME] Consent duly executed by the parties thereto;

the Reorganization Documents duly executed by the parties thereto;

a consent from [REDACTED – ENTITY NAME] with respect to the transactions contemplated herein duly executed by [REDACTED – ENTITY NAME];

release(s) in a form reasonably acceptable to the Purchaser from [REDACTED – ENTITY NAME] evidencing that the Corporation are fully released and discharged from all past, present and future liabilities and obligations howsoever arising in respect of (a) its Liens and pledged securities listed on Disclosure Schedule 8.1(b), and (b) all obligations of the Corporation under the Vendor’s Credit Facility and Liens granted thereunder;

an undertaking duly executed by [REDACTED – ENTITY NAME], in a form reasonably acceptable to the Purchaser, to execute and deliver all required documents to discharge all Released Liens on or immediately after Closing;

written resignations of each of the non-continuing directors and officers of the Acquired Companies (such Persons to be notified by the Purchaser to the Vendor no later than five (5) Business Days prior to the Closing Date) effective as at the Closing Date in a form reasonably acceptable to the Purchaser containing an acknowledgement that he or she has no claim against the Corporation, whether for loss of office or otherwise;

all books, records, keys, credit cards and other property (if any) of the Corporation that are in the possession or under the control of the Vendor, any of its Affiliates or any person who resigns as a director or officer of the Corporation in accordance with this Section 6.2; and

a copy of the bank mandate (if any) of the Corporation and copies of bank statements in respect of each account of the Corporation as at the close of business on the last Business Day prior to Closing.

Purchaser Closing Deliveries.

the Purchaser Closing Certificate;

certified copies of (i) the Governing Documents of the Purchaser, and (ii) all required resolutions of the board of directors of the Purchaser approving the entering into and completion of the transactions contemplated by this Agreement;

the IP Licence and the Transition Services Agreement, duly executed by the Purchaser or its Affiliates (as the case may be); and

the payments required by Section 2.5.

Conditions for the Benefit of the Purchaser.

Truth and Accuracy of Representations and Warranties and Performance of Covenants.

the Vendor Core Representations shall be true and accurate in all respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date (unless such representations and warranties speak as of an earlier date, in which case they need only be true and correct as of such earlier date);

the Vendor Business Representations shall be true and accurate in all respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date (unless such representations and warranties speak as of an earlier date, in which case they need only be true and correct as of such earlier date) except, in all cases, where the failure of such representations and warranties to be true and accurate would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, provided, however, that if a representation and warranty is qualified by a materiality or Material Adverse Effect qualification, such qualification shall be disregarded for the purposes of this Section 7.1(a)(ii); and

the covenants contained in this Agreement to be performed by the Vendor on or before the Closing Date will have been performed in all material respects.

No Legal Action.

Illegality.

No Material Adverse Effect.

Reorganization.

Conditions for the Benefit of the Vendor.

Truth of Representations and Warranties and Performance of Covenants.

the Purchaser Core Representations shall be true and accurate in all respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date (unless such representations and warranties speak as of an earlier date, in which case they need only be true and correct as of such earlier date); and

the covenants contained in this Agreement to be performed by the Purchaser on or before the Closing Date will have been performed in all material respects.

No Legal Action.

Illegality.

Delivery of Initial Purchase Price.

The Vendor acknowledges and agrees that the Purchaser or the Corporation shall be entitled to make a [REDACTED – SENSITIVE COMMERCIAL INFORMATION] following Closing that the Corporation [REDACTED – SENSITIVE COMMERCIAL INFORMATION] (“Tax Proceeding”). The Vendor further agrees and covenants that it shall not oppose, dispute or contest [REDACTED – SENSITIVE COMMERCIAL INFORMATION].

Promptly after Closing, and in any event within 15 Business Days of the Closing Date, the Purchaser or the Corporation shall make a determination as to whether or not [REDACTED – COMMERCIALLY SENSITIVE INFORMATION] will be made pursuant to Section 8.1. If the Purchaser or the Corporation determines within the 15- day period to make [REDACTED – COMMERCIALLY SENSITIVE INFORMATION] pursuant to Section 8.1, the Purchaser shall promptly notify the Vendor of such determination and provide reasonable details and supporting documentation relating to such determination. Promptly after having made such notification, but in any event within 15 Business Days of such notification, the Purchaser or the Corporation shall [REDACTED – COMMERCIALLY SENSITIVE INFORMATION] pursuant to Section 8.1.

The Parties acknowledge and agree that, in relation to any Tax Proceeding, the Purchaser shall retain conduct and the Parties shall cooperate with one another to reduce the Holdback Taxes, including by (i) providing or submitting on a timely basis all documentation and information that is required or, in the opinion of the Purchaser, advisable, to reduce the Holdback Taxes, and (ii) providing one another with copies of all notices and information or other correspondence supplied to, filed with or received from [REDACTED – SENSITIVE COMMERCIAL INFORMATION] in relation to such Tax Proceeding (except for notices and information which a party reasonably considers to be confidential or sensitive, which such party shall provide on a “counsel only” basis). The parties shall cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to the Tax Proceeding, and shall promptly notify each other of any communication from [REDACTED – SENSITIVE COMMERCIAL INFORMATION] in respect of the Tax Proceeding, and shall not make any submissions or filings, participate in any meetings or any material conversations with [REDACTED – SENSITIVE COMMERCIAL INFORMATION] in respect of any filings, investigation or other inquiries related to a Tax Proceeding unless it consults with the other party in advance and, to the extent not precluded by [REDACTED – SENSITIVE COMMERCIAL INFORMATION], gives the other party the opportunity to review drafts of any submissions or filings, or attend and participate in any communications or meetings. Despite the foregoing, submissions, filings or other written communications with [REDACTED – SENSITIVE COMMERCIAL INFORMATION] may be redacted as necessary before sharing with the other party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a party must provide external legal counsel to the other party non-redacted versions of drafts or final submissions, filings or other written communications with [REDACTED – SENSITIVE COMMERCIAL INFORMATION] on the basis that the redacted information will not be shared with its clients.

Subject to Section 8.5, upon the earlier of: (i) the date falling 18 months after the Closing Date, or (ii) the date of an Exit, the following shall be due to the Vendor:

the Tax Holdback Amount;

minus all reasonable professional adviser (including legal advisers) fees, costs and expenses actually suffered or incurred by the Purchaser Indemnified Persons in connection with a Tax Proceeding (including a Tax Proceeding which becomes a Settled Claim) or a claim relating to the Reorganization, which fees, costs and expenses shall not exceed [REDACTED – AMOUNT];

minus an amount equal to Holdback Taxes actually paid or unpaid by the Purchaser Indemnified Persons in respect of a Settled Claim;

minus any Taxes actually suffered or incurred by a Purchaser Indemnified Person pursuant to, arising in respect of, or in connection with the Reorganization,

Where:

no Exit is consummated on or prior to the date falling 18 months after the Closing Date and:

the Purchaser or the Corporation has [REDACTED – SENSITIVE COMMERCIAL INFORMATION] and used all commercially reasonable efforts to have concluded a meeting with [REDACTED – SENSITIVE COMMERCIAL INFORMATION] by [REDACTED – DATE] and used all commercially reasonable efforts to settle, agree or compromise a Tax Proceeding, or otherwise not taken, or delayed in the carrying out of any steps in relation to the [REDACTED – COMMERCIALLY SENSITIVE INFORMATION] or its progression then the Final Tax Holdback Amount shall be due to the Vendor;

the Tax Proceeding has not been settled, agreed or compromised in writing between the Corporation and [REDACTED – SENSITIVE COMMERCIAL INFORMATION], then, if the reasons for the failure to reach a settlement, agreement or compromise with [REDACTED – SENSITIVE COMMERCIAL INFORMATION] in respect of such Tax Proceeding are predominantly attributable to [REDACTED – SENSITIVE COMMERCIAL INFORMATION]’s unreasonable delay in taking any action due on its part (including by having regard to response times, missed deadlines, cancelled conferences), then, subject to Section 8.5(b), the Final Tax Holdback Amount shall not be due until the earlier of (A) the date falling 24 months after the Closing Date and (B) the date on which an Exit is consummated;

legal proceedings have been initiated by the Corporation (or another Purchaser Indemnified Person on its behalf) in respect of [REDACTED – SENSITIVE COMMERCIAL INFORMATION]’s (or any other Governmental Entity responsible for Tax) final determination, where such determination is in excess of the Tax Holdback Amount, then, subject to Section 8.5(b), the Final Tax Holdback Amount shall not be due until the earlier of (A) the date on which the Tax Proceeding becomes a Settled Claim and (B) the date on which an Exit is consummated; or

an Exit is consummated at any time prior to the date on which the Final Tax Holdback Amount would otherwise be payable to the Vendor pursuant to Sections 8.4 and 8.5(a), then the Final Tax Holdback Amount (calculated as at the date of the Exit) shall be placed into an escrow account with a bank to be mutually agreed between the Parties (the “Escrow Bank”) in the joint names of the Purchaser or one of its Affiliates (on the one hand) (“Purchaser Entity”) and the Vendor (on the other) (such account being the “Escrow Account” and such amount being the “Escrow Amount”) until such date as the Tax Proceeding becomes a Settled Claim, upon which the Purchaser Entity and the Vendor shall promptly instruct the Escrow Bank to pay to: (A) the Purchaser Entity, an amount equal to the lower of (i) the Escrow Amount and (ii) the amount payable pursuant to the Settled Claim plus any additional Proceedings Costs suffered or incurred on or following the Exit; and (B) the balance of the Escrow Amount (if any) to the Vendor, in each case to the account specified on the joint release letter issued to the Escrow Bank. The Escrow Account and the Escrow Amount shall be operated and maintained in accordance with the terms of an escrow agreement to be entered into between the Purchaser Entity and the Vendor, on mutually agreeable terms.

The Purchaser shall not seek in any way to delay or impede the release of any amount from the Tax Holdback Amount due to the Vendor hereunder. The Vendor shall be entitled to institute court proceedings against the Purchaser if the Vendor reasonably considers at any time that the Purchaser is delaying or impending the release of an amount from the Tax Holdback Amount due to the Vendor hereunder.

If the Final Tax Holdback Amount is owed by the Purchaser to the Vendor, then the Purchaser shall, within five (5) Business Days of the date referred to in Section 8.4, pay such amount to the Vendor by wire transfer of immediately available funds to an account designated in advance by the Vendor (by notice in writing to the Purchaser no later than three (3) Business Days prior to such payment date) and receipt of such sum shall be good discharge to the Purchaser.

In the event of any dispute under this Article 8 in relation to the calculation of the Final Tax Holdback Amount due to the Vendor (if any), the provisions of Section 2.6 will apply mutatis mutandis.

For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, the Parties agree that the Tax Holdback Amount or Escrow Amount shall be the sole and exclusive remedy and source of recovery of the Purchaser Indemnified Persons for all Damages relating to, arising out of, or connected to, Holdback Taxes.

Any amount deducted from the Tax Holdback Amount or Escrow Amount under this Article 8 shall be considered as an adjustment to the Purchase Price.

Termination Rights.

by mutual written consent of the Purchaser and the Vendor;

by the Purchaser, if:

there has been a breach of this Agreement by the Vendor that would give rise to the failure of any of the conditions specified in Section 7.1 to be satisfied and such breach has not been waived by the Purchaser in writing or cured within ten (10) days by the Vendor following written notice of such breach by the Purchaser; or

any of the conditions set forth in Section 7.1 have not been satisfied or waived on or before the Outside Date, or the Purchaser has not waived such conditions in writing on or prior to the Outside Date (other than the conditions which by their nature are to be satisfied by actions taken at Closing);

by the Vendor, if:

there has been a breach of this Agreement by the Purchaser that would give rise to the failure of any of the conditions specified in Section 7.2 to be satisfied and such breach has not been waived by the Vendor, in writing or cured within ten (10) days by the Purchaser following written notice of such breach by the Vendor; or

if any of the conditions set forth in Section 7.2 have not been satisfied or waived on or before the Outside Date and the Vendor has not waived such condition in writing on or prior to the Outside Date (other than the conditions which by their nature are to be satisfied by actions taken at Closing);

Effects of Termination.

A Party’s right of termination pursuant to Section 9.1 is in addition to any other rights it may have under this Agreement (including rights to seek indemnification for breaches or inaccuracies of the representations and warranties or failure to perform or fulfill covenants prior to termination) or otherwise, and the exercise of a right of termination will not constitute an election of remedies.

Upon termination of this Agreement pursuant to Section 9.1, the Parties will be released from all obligations under this Agreement, except that:

each Party’s obligations under Sections 5.6 (Confidentiality), 9.2 (Effects of Termination), 13.4 (Announcements), 13.6 (Expenses), 13.14 (Governing Law) and 13.15 (Retention of Counsel) will survive any termination of this Agreement; and

if this Agreement is terminated by the Purchaser, on the one hand, or the Vendor, on the other hand, because of a breach of this Agreement by the other Party, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired.

Books and Records.

For a period of seven (7) years after Closing, the Purchaser shall retain and maintain the Books and Records, including such portion of the Books and Records that relates to the period prior to the Closing Date. So long as any such Books and Records are retained by the Purchaser pursuant to this Agreement, the Vendor shall have the reasonable right to inspect and to make copies (at its own expense) of them at any time upon reasonable request during normal business hours and upon reasonable notice for any proper purpose and without undue interference to the business operations of the Acquired Companies. The Purchaser agrees to provide timely access to the Books and Records, financial statements, and any other resources and personnel of the Acquired Companies to the Vendor upon the reasonable request of the Vendor for purposes of complying with any applicable Tax, financial reporting, audit or regulatory requirements.

For a period of seven (7) years after Closing, the Vendor shall retain and maintain the Vendor Books and Records, including such portion of the Vendor Books and Records that relates to the period prior to the Closing Date. So long as any such Vendor Books and Records are retained by the Vendor pursuant to this Agreement, the Purchaser shall have the reasonable right to inspect and to make copies (at its own expense) of them at any time upon reasonable request during normal business hours and upon reasonable notice for any proper purpose and without undue interference to the business operations of the Vendor. The Vendor agrees to provide timely access to such Vendor Books and Records, financial statements, and any other resources and personnel of the Acquired Companies to the Purchaser upon the reasonable request of the Purchaser for purposes of complying with any applicable Tax, financial reporting, audit or regulatory requirements.

Notwithstanding Sections 10.1(a) and 10.1(b), the Vendor shall not be permitted to review or take possession of any relevant part of the Books and Records, and the Purchaser shall not be permitted to review any part of the Vendor Books and Records to the extent that such review or possession: (i) would reasonably be expected to violate any Contract, in any material respect, or Law to which Vendor or any of its subsidiaries, or Purchaser or any of its Affiliates, as applicable, is a party or is subject; (ii) in the relevant Party’s reasonable opinion (having received legal advice), would reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including the attorney- client and work product privileges); or (iii) would result in the disclosure of any competitively sensitive information of the Vendor or any of its subsidiaries, or Purchaser or any of its Affiliates, as applicable.

To the extent that any materials to which a Party has been granted access to in accordance with this Section 10.1 includes materials or other information that may be subject to the attorney-client (or solicitor-client) privilege, or any other applicable privilege or doctrine, each Party acknowledges that the provision of access to such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client (or solicitor-client) privilege, or other applicable privilege or doctrine. Accordingly, all materials (including any portion of the Books and Records and Vendor Books and Records, as applicable) that is entitled to protection under the attorney-client (or solicitor-client) privilege, or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine.

Further Assurances.

Tax Matters.

Filing of Tax Returns for Pre-Closing Tax Periods. The Purchaser will prepare and file all Tax Returns for the Acquired Companies that are due after the Closing Date in respect of Pre-Closing Tax Periods, which Tax Returns must be prepared and filed on a timely basis. The Purchaser shall provide the Vendor with a draft of such Tax Returns at least ten (10) days prior to the due date for filing the Tax Returns with the appropriate taxing authorities. The Vendor shall have the right to review the draft of the Tax Returns provided to it by the Purchaser and make any comments that it deems appropriate no later than 5 days after being provided with drafts by the Purchaser, and the Purchaser will have the discretion, acting reasonably, to make any changes to such Tax Returns requested by the Vendor.

Filing of Tax Returns for a Straddling Period. The Purchaser will prepare and file all Tax Returns for the Acquired Companies that are due after the Closing Date in respect of Straddling Periods, which Tax Returns must be prepared and filed on a timely basis. The Purchaser shall provide the Vendor with a draft of such Tax Returns at least ten (10) days prior to the due date for filing the Tax Returns with the appropriate taxing authorities. The Vendor shall have the right to review the draft of such Tax Returns provided to it by the Purchaser and make any comments that it deems appropriate no later than five (5) days after being provided with drafts by the Purchaser, and the Purchaser will have the discretion, acting reasonably, to make any changes to such Tax Returns requested by the Vendor.

Cooperation. The Vendor shall (at the Purchaser’s cost and expense) cooperate with the Purchaser, as and to the extent reasonably requested and required by the Purchaser, in connection with the preparation, filing and execution of any Tax Returns of the Acquired Companies and any audit, litigation or other proceeding with respect to Taxes.

R&W Policy.

The Purchaser shall cause the R&W Policy to expressly provide that the insurer thereunder shall not have or pursue any subrogation rights or any other claims against the Vendor or any other Person in connection with any claim made under the R&W Policy, save in the case of the Vendor’s fraud. The limitations of liability under Article 11 shall not be limited,

The Purchaser acknowledges and agrees that the R&W Policy may not be amended, waived, terminated or cancelled after its inception in any manner that would remove the subrogation right of the Vendor.

Director and Officer Indemnification.

Vendor and Purchaser Releases.

The Vendor (on behalf of itself and each of its Affiliates) undertakes to the Purchaser for itself and as trustee for each other of its Affiliates (including, following Closing, the Acquired Company) and their respective employees, directors, officers, agents, representatives and advisers (each a “Purchaser Relevant Person”) that, other than:

with respect to the terms of this Agreement, any Ancillary Agreement and the Purchaser Confidentiality Agreement;

with respect to any other direct contractual obligation existing between the Vendor or any of its Affiliates and a Purchaser Relevant Person; or

any other claim where release, discharge or waiver is not permitted by Law,

The Purchaser (on behalf of itself and each of its Affiliates) undertakes to the Vendor for itself and as trustee for each other of its Affiliates and their respective employees, directors, officers, agents, representatives and advisers (each a “Vendor Relevant Person”) that, other than:

with respect to the terms of this Agreement and any Ancillary Agreement;

with respect to any other direct contractual obligation existing between the Purchaser or any of its Affiliates and a Vendor Relevant Person; or

any other claim where release, discharge or waiver is not permitted by Law,

Change of Name.

Confidentiality Agreements.

The Vendor shall take commercially reasonable efforts to:

assign each Confidentiality Agreement to the Purchaser or an Acquired Company to the extent such agreement is capable of assignment pursuant to its terms;

take all efforts to enforce each Confidentiality Agreement in the event it is not assignable to the Purchaser; and

procure that any Person who has received confidential information pursuant to a Confidentiality Agreement adheres to the terms of that Confidentiality Agreement.

As soon as the Vendor becomes aware of a breach of a Confidentiality Agreement which has not been assigned to the Purchaser, the Vendor shall promptly notify the Purchaser in writing of such breach describing in reasonable detail the facts and circumstances relating to such breach (to the extent such information is available and the Vendor is permitted to do so).

In the event of any legal action relating to the enforcement of a Confidentiality Agreement being taken by the Vendor or at the request of the Purchaser or an Acquired Company:

the Vendor shall, to the extent permitted by Law and reasonably practicable:

provide the Purchaser with all correspondence and documents relating to such breach and consult with the Purchaser in advance of submitting or filing any documents or responses in relation to such action, and to incorporate the Purchaser’s reasonable comments in relation to the same to the extent provided by the Purchaser in a timely manner; and

provide the Purchaser with details of, and enable the Purchaser to participate in, all meetings (whether in person or electronically) with the third party in relation to such claim, and to incorporate the Purchaser’s reasonable comments on any such documents, filings or responses to the extent provided by the Purchaser in a timely manner; and

the Vendor shall not make any agreement or compromise without the prior written consent of the Purchaser (such consent not to be unreasonably conditioned, withheld or delayed).

Pre-Closing Insurance Claims.

the Insurance Claim relates exclusively to an Acquired Company;

the Purchaser shall indemnify the Vendor against all liabilities, charges, costs and expenses which it may incur in taking any such action as the Purchaser may request;

the Vendor shall, or procure that its Affiliates shall, make available to the Purchaser all such information as the Purchaser may request in connection with any Insurance Claim, unless the Vendor is prohibited from making such information available to the Purchaser because of confidentiality and/or non-disclosure covenants;

the Vendor shall, or shall procure that its Affiliates shall, take such action as the Purchaser may request and notify the Purchaser of any information received in connection with any Insurance Claim, including providing the Purchaser with copies of all relevant documents and such other information in its possession relating to any Insurance Claim, unless the Vendor is prohibited from making such information available to the Purchaser because of confidentiality and/or non-disclosure covenants;

the Vendor shall not, and shall procure that its Affiliates shall not, take any action in relation to any Insurance Claim without the written consent of the Purchaser, including making any admission of liability, agreement or compromise in relation to the Insurance Claim; and

the Vendor shall, or shall procure that its Affiliates shall, promptly assign or account to the Purchaser for any proceeds it receives in connection with any such Insurance Claim.

Equity Commitment Letter.

Purchaser shall take, or cause to be taken, all such actions necessary to consummate the Equity Financing up to the Tax Holdback Amount on the terms and conditions described in the Equity Commitment Letter at the time when the Final Tax Holdback Amount becomes payable (if at all) to the Vendor in accordance with the terms of this Agreement, including to (i) comply with its obligations under the Equity Commitment Letter, (ii) maintain in effect the Equity Commitment Letter and (iii) enforce its rights under the Equity Commitment Letter.

Purchaser shall not, without the prior written consent of the Vendor (such consent not to be unreasonably withheld, delayed or conditioned), terminate, amend, modify, supplement or waive, or consent to any amendment, modification, supplement or waiver of, any of the

Purchaser shall promptly notify the Vendor of (a) the expiration or termination (or attempted or purported termination it receives from the Sponsor, whether or not valid) of the Equity Commitment Letter, or (b) any refusal by the Sponsor to provide, or any stated intent received from the Sponsor to refuse to provide, the Equity Financing up to the Tax Holdback Amount.

Notwithstanding anything in this Agreement to the contrary, it is explicitly agreed that the Vendor shall be entitled to seek specific performance of Purchaser’s obligation to cause the Equity Financing up to the amount of the Final Tax Holdback Amount to be funded in accordance with the terms of the Equity Commitment Letter, and to require payment of the Final Tax Holdback Amount in the event that (i) the Final Tax Holdback Amount becomes due and payable to the Vendor in accordance with the terms of this Agreement, and (ii) the breach by the Purchaser of its obligations hereunder is not attributable to a breach by the Vendor of its obligations hereunder.

any failure of the Vendor to perform or fulfil any of its covenants under this Agreement;

any failure of any Vendor Core Representation to be accurate; and

any failure of any Vendor Business Representation or any Vendor Core Representation to be accurate due to fraud by the Vendor, any of its Affiliates (including the Acquired Companies) or any Person identified in Section 1.6 (a “Specified Matter”).

Indemnification in favour of the Vendor.

any failure of the Purchaser to perform or fulfil any of its covenants under this Agreement; and

any failure of any Purchaser Core Representation to be accurate.

Tax Matters.

Time Limitations.

the Vendor Core Representations and the Purchaser Core Representations will survive the Closing and continue in full force and effect for a period of five (5) years after the Closing Date; and

a breach of any representation and warranty in respect of which a claim based on the fraud of a Party is made shall survive the Closing and continue in full force and effect without limitation of time, subject to applicable limitation periods imposed by Law.

Limitations on Indemnification.

Each Indemnified Party will take all commercially reasonable steps to mitigate its Damages upon and after becoming aware of any facts which could reasonably be expected to give rise to Damages. Where any Purchaser Indemnified Person is at any time entitled to recover from some other Person (including a commercial insurer or the insurer under the R&W Policy) any sum in respect of any matter giving rise to a claim against the Vendor under this Agreement, such Purchaser Indemnified Person shall take, or cause to be taken, all reasonable steps at its cost to enforce such recovery prior to taking action against the Vendor and, if a Purchaser Indemnified Person shall recover any amount from such other Person, the amount of the Damages suffered by such Purchaser Indemnified Person shall be reduced by the amount recovered by such Purchaser Indemnified Person from such Person.

The amount of the Damages suffered by a Purchaser Indemnified Person shall be reduced to the extent of (i) any insurance or other recovery received by the Purchaser Indemnified Persons in connection with the facts giving rise to the right of indemnification, including pursuant to the R&W Policy; and (ii) any prior or subsequent recovery by the Purchaser Indemnified Persons from any third party with respect to such Damages.

No Indemnified Party is entitled to double recovery for any claims even though they may have resulted from the inaccuracy or breach of, or the failure to fulfill or perform, more than one of the representations, warranties or covenants of the Indemnifying Party in this Agreement.

No Indemnifying Party will have any obligation or liability for indemnification to the extent that the amount of Damages for which a claim of indemnification is made was taken into account in the final determination of the Initial Purchase Price or was specifically reserved for in the Financial Statements, the Interim Financial Reports or the Closing Balance Sheet.

The Vendor will not have any obligation or liability for indemnification to the extent that the Damages or the events giving rise to a claim for indemnification would not have arisen or occurred but for any act or failure to act following Closing by or on behalf of the Purchaser or any Acquired Company other than: (i) in accordance with obligations of the Acquired Companies existing on or before Closing; (ii) conduct in the Ordinary Course of the Business of the Acquired Companies, as conducted prior to Closing; (iii) at the written request of the Vendor, or (iv) a Tax Proceeding arising from a voluntary disclosure made to HMRC by the Corporation or the Purchaser that the Corporation is or has been resident for tax purposes in the United Kingdom (or any other jurisdiction outside of the Corporation’s place of incorporation).

The Purchaser acknowledges and agrees, on behalf of itself and each other Purchaser Indemnified Person, that the Vendor shall not have any direct or indirect liability with respect to any breach or inaccuracy of any Vendor Business Representation (including by virtue of the delivery of Vendor’s Closing Certificate). The Purchaser further acknowledges and agrees that a Purchaser Indemnified Person’s sole and exclusive recourse in the event of any breach or inaccuracy of any Vendor Business Representation (including by virtue of the delivery of Vendor’s Closing Certificate) shall be to file a claim under the R&W Policy.

The maximum aggregate liability of the Vendor for indemnification pursuant to Section 11.1 (other than with respect to Specified Matters) shall not exceed the aggregate proceeds received by the Vendor from Purchaser pursuant to this Agreement.

All covenants requiring performance prior to or at Closing shall expire immediately after Closing. All covenants set forth in this Agreement that are to or can be performed following the Closing shall survive the Closing and continue in full force and effect until such covenants are performed in accordance with the terms of this Agreement.

Notification.

Direct Claims

Following receipt of an Indemnification Notice pursuant to Section 11.6 relating to a Direct Claim, the Indemnifying Party has sixty (60) days to investigate the Direct Claim and respond in writing. For purposes of the investigation, the Indemnified Party shall, to the extent permitted to do so, make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with such other information as the Indemnifying Party may reasonably request.

If the Indemnifying Party disputes the validity or amount of the Direct Claim, the Indemnifying Party shall provide written notice of the dispute (a “Dispute Notice”) to the Indemnified Party within the sixty (60) day period specified in Section 11.7(a). The Dispute Notice must describe in reasonable detail the nature of the Indemnifying Party’s dispute. During the thirty (30) day period immediately following receipt of a Dispute Notice by the Indemnified Party, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute. If the Indemnifying Party and the Indemnified Party fail to resolve the dispute within that thirty (30) day time period, the Indemnified Party is free to pursue all rights and remedies available to it under the terms of this Agreement. If the Indemnifying Party fails to respond in writing to the Direct Claim within the sixty (60) day period specified in Section 11.7(a), the Indemnifying Party is deemed to have rejected the Direct Claim, in which event the Indemnified Party is free to pursue all rights and remedies available to it under the terms of this Agreement.

Defense of Third Party Claim.

If a Third Party Claim shall be instituted or asserted by a third party against the Indemnified Party, then the Indemnifying Party shall have the right, after receipt of the Indemnification Notice and upon giving written notice to the Indemnified Party within sixty (60) days of such receipt, to defend the Third Party Claim at its own cost and expense with counsel of its own selection, provided that:

the Indemnified Party shall be indemnified and secured to its reasonable satisfaction by the Indemnifying Party against all costs and expenses which may be incurred by reason of such action taken by the Indemnifying Party;

the Indemnified Party shall at all times have the right to fully participate in the defense at its own cost and expense; and

the Third Party Claim seeks monetary damages and does not seek any injunctive or other relief against the Indemnified Party.

The Indemnifying Party shall not be permitted to compromise and settle, or to cause a compromise and settlement, of any Third Party Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed, unless:

the terms of the compromise and settlement require only the payment of money in respect of the Third Party Claim for which the Indemnified Party is entitled to indemnification under this Agreement; and

the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the third party making the Third Party Claim or waive any rights that the Indemnified Party may have against such third party making the Third Party Claim.

If the Indemnifying Party controls the defence of a Third Party Claim, then the Indemnified Party will, to the extent permitted to do so, use its commercially reasonable efforts (i) to cooperate with the Indemnifying Party in evaluating and participating in the defence of such claim, and (ii) to make available to the Indemnifying Party those employees (and, in the case of the Purchaser Indemnified Persons, the Employees) whose assistance, testimony or presence is necessary to assist the Indemnifying Party in the defence of such claim. In addition, the Indemnified Party shall, to the extent permitted to do so, at the written request of the Indemnifying Party, make available to the Indemnifying Party or its representatives on a timely basis all documents, records and other materials in the possession of the Indemnified Party (and, in the case of the Purchaser Indemnified Persons, those documents, records and other materials in the possession of the Acquired Companies) reasonably required by the Indemnifying Party for its use in the investigation or defence of any Third Party Claim.

If the Indemnifying Party does not undertake within the sixty (60) day period set out in Section 11.8(a) to the defence of a Third Party Claim, then the Indemnifying Party shall have the right to participate in any such defence at its sole cost and expense, but, in such case, the Indemnified Party shall control the defence of the Third Party Claim, provided, however, that the Indemnified Party shall not consent to any settlement of a Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

Adjustment to Purchase Price.

Other Remedies.

Each of the Parties expressly acknowledges that the failure to fulfill or perform any covenant contained in this Agreement may give rise to irreparable injury to the other Parties which may be inadequately compensable in Damages and nothing in this Agreement shall limit any Party’s right to enforce specifically the performance of this Agreement without proof of actual damage.

The Parties agree that (i) after the Closing, except as provided in Section 11.10(a) or any claim of the Purchaser under the terms of the R&W Policy, the indemnification provisions of Article 11 will be the sole and exclusive remedies of the Parties for any inaccuracy of the representations and warranties given in this Agreement and for any failure to fulfill or perform any covenants under this Agreement, and (ii) notwithstanding anything herein to the contrary, no inaccuracy of any representation or warranty given in this Agreement, or failure to fulfill or perform any covenant contained under this Agreement will give rise to any right on the part of any Party, after the Closing, to rescind this Agreement or any of the transactions contemplated hereby or to avoid the limitations of liability set forth in Article 11 by seeking indemnification for breach of contract, tort or pursuant to any other theory of liability.

Nothing in this Agreement has the effect of limiting or restricting any liability of any Party in respect of a claim under this Agreement based upon fraud or fraudulent concealment by that Party.

Covenant

for a period of three (3) years from Closing, carry on, or be a shareholder (directly or indirectly) in (except as the holder of not more than five per cent of any class of securities which are listed or dealt in on a recognised investment exchange), or be a consultant to, any business competing with any of the businesses carried on by the Acquired Companies at Closing;

for a period of three (3) years from Closing, solicit or accept orders from any Person in respect of goods or services competitive with those supplied by the Acquired Companies at any time in the 12 months prior to Closing, such other Person (or their agents) having been a client or customer of the Acquired Companies in respect of such goods or services during the period of 12 months prior to Closing;

for a period of three (3) years from Closing, solicit or accept orders from any Person who has been in the 12 months prior to Closing or is at Closing a Substantial Supplier of any Acquired Company, but only with respect to goods or services competitive with those purchased by an Acquired Company from such Substantial Supplier in the 12 months prior to the date hereof;

for a period of three (3) years from Closing, solicit the services of, or endeavour to entice away from any Acquired Company, any director, employee or consultant of the Acquired Companies who at Closing or at any time during the period of 12 months prior to Closing was a director, employee or consultant of the Acquired Companies and who was likely (in the opinion of the Purchaser) to be: (i) in possession of Confidential Information; or (ii) able to influence the customer connections of any Acquired Company (whether or not such Person would commit any breach of his contract of employment or engagement by reason of leaving the service of such company),

Limitations

The Vendor (on behalf of itself and its Affiliates) agrees that the undertakings contained in this Article 12 are reasonable and are entered into for the purpose of protecting the goodwill and Confidential Information of the business of each Acquired Company.

Each undertaking contained in this Article 12 is and shall be construed as separate and severable and if one or more of the undertakings are held to be against the public interest or unlawful or in any way an unreasonable restraint of trade or unenforceable in whole or in part for any reason, the remaining undertakings or parts thereof, as appropriate, shall continue to bind the Vendor.

If any undertaking contained in this Article 12 shall be held to be void but would be valid if deleted in part or reduced in application, such undertaking shall apply with such deletion or modification as may be necessary to make it valid and enforceable.

Notices.

Kravis ▇▇▇▇▇▇▇ & Co L.P.

– ADDRESS]

[REDACTED – NAME]

[REDACTED – EMAIL ADDRESS]

      [REDACTED – NAME]

      [REDACTED – EMAIL ADDRESS]

– ADDRESS]

– NAME]

      [REDACTED – ADDRESS]

– ADDRESS]

    [REDACTED – NAME]

      [REDACTED – ADDRESS]

Disclosure Schedules.

Contemporaneously with the execution and delivery of this Agreement, the Vendor is delivering to the Purchaser the Disclosure Schedules required to be delivered pursuant to this Agreement, which are deemed to constitute an integral part of this Agreement and to qualify the Vendor Business Representations. The purpose of the Disclosure Schedules is to set out the qualifications and other information called for in this Agreement. The Parties acknowledge and agree that the Disclosure Schedules and the disclosures and other information contained therein do not constitute or imply, and will not be construed as: (i) any representation, warranty, covenant or obligation which is not expressly set out in this Agreement; (ii) an admission of any liability or obligation of the Vendor, or any Acquired Company; (iii) an admission that the information is material or within or outside the Ordinary Course of the Business; (iv) a standard of materiality, a standard for what is or is not in the Ordinary Course of the Business, or any other standard contrary to the standards contained in the Agreement; or (v) an expansion of the scope of effect of any of the representations, warranties, covenants and obligations set out in the Agreement.

Disclosure of any information in the Disclosure Schedules that is not strictly required under this Agreement has been made for informational purposes only and does not imply disclosure of all matters of a similar nature. Disclosures in the Disclosure Schedules will be deemed to be made for purposes of (i) the Section of this Agreement to which they correspond in number, and (ii) any Section of this Agreement to which they are related if it is reasonably apparent on the face of the disclosures that they also pertain to such other Section.

Time of the Essence.

Announcements.

Third Party Beneficiaries.

Expenses.

Amendments.

Waiver.

Non-Merger.

Entire Agreement.

Successors and Assigns.

Assignment.

Neither this Agreement nor any of the rights or obligations under this Agreement, shall be assignable or transferable by the Purchaser or the Vendor without the prior written consent of the other Party, provided however, that nothing herein shall prohibit: (i) the Vendor from assigning and transferring all or part of this Agreement and any of its rights, but not its obligations, thereunder to one of its Affiliates or to [REDACTED – ENTITY NAME] and (ii) the Purchaser from assigning and transferring all or part of this Agreement and any of its rights, but not its obligations, thereunder to:

one of its Affiliates;

any third party which is the legal and/or beneficial owner from time to time of any or all of the Purchased Shares or all or substantially all of the assets of the Corporation as if such Person was the Purchaser under this Agreement; or

any bank or financial institution lending money or making other banking facilities available to the Purchaser, by way of security, or any refinancing thereof,

The Vendor hereby acknowledges that it is the intention of the Purchaser that it shall novate this Agreement, including all of its rights and obligations hereunder, to a wholly-owned subsidiary of the Purchaser to be incorporated as soon as practicable after the execution of this Agreement, and the Vendor hereby agrees that it shall not withhold its consent to such novation and shall do all things and sign all documents reasonably necessary to give effect to such novation, provided that the novation under this Section shall not, whether directly or indirectly, negatively affect, frustrate or diminish the Vendor’s rights under this

Severability.

Governing Law.

This Agreement shall be governed by and interpreted and enforced in accordance with the Laws of the Province of Québec and the federal Laws of Canada applicable therein.

The Parties agree that the courts of the District of Montreal, Province of Québec, Canada, will have exclusive jurisdiction for the adjudication of any and all disputes or controversies arising out of or relating directly or indirectly to this Agreement (other than a dispute relating to the adjustment of the Initial Purchase Price which will be resolved in accordance with Section 2.6) and waive any objections to the assertion or exercise of jurisdiction by such courts, including any objection based on forum non conveniens.

Retention of Counsel.

Counterparts.

Paramountcy

(s) Kugan Sathiyanandarajah

(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Incorporation and Qualification.

Each of the Acquired Companies (other than the branch) is duly incorporated and validly existing under the Laws of its jurisdiction of incorporation as set forth in Disclosure Schedule 1.1, and has been in continuous existence since incorporation, and is duly qualified to carry on its business in each jurisdiction in which its business as now being conducted.

The particulars relating to each Acquired Company set out in Disclosure Schedule 1.2 are complete and accurate in all respects.

Effect of Closing.

result in (or give rise to) a breach, default (or event of default) or violation of, or conflict with, or allow any Person to exercise any rights under (including a termination right), any of the terms, conditions or provisions of any Material Contract to which an Acquired Company is a party;

result in a breach of any provision of any of the Acquired Companies’ Governing Documents;

require any Acquired Company to obtain any consent or approval of, or give any notice to or make any registration with, any Governmental Entity which has not been obtained or made at the date of this Agreement except where the failure to make the filing, give the notice or obtain or maintain the Authorization would not be material to the Business;

result in any Acquired Company losing the benefit of an Authorization or an asset, licence, grant, or subsidy which it enjoys at the date of this Agreement in any jurisdiction;

result in any Substantial Customer or Substantial Supplier being entitled to cease dealing with any Acquired Company or substantially to reduce its existing level of business or level of supplier (as applicable) or to change the terms upon which it deals with the Acquired Companies, in each case, in accordance with the terms of any Material Contract;

to the knowledge of the Vendor, result in any officer or Senior Employee leaving any of the Acquired Companies;

make any Acquired Company liable to offer for sale, transfer or otherwise dispose of or purchase or otherwise acquire any asset, including shares held by it in other bodies corporate under their articles of association or bylaws or any agreement or arrangement; or

result in a breach or violation of any Law.

Authorizations.

No Other Agreement to Purchase.

Except for the Purchaser’s right under this Agreement, and except for the Released Liens, which Liens will be released effective as of Closing and the Permitted Liens, no Person has any written or oral agreement, arrangement, obligation, option or warrant, or any right or privilege (whether by Law or by Contract, conditional or not) capable of becoming such for (a) the purchase of any of the shares of the Acquired Companies, or (b) the purchase, subscription, transfer, allotment or issuance, redemption or repayment of, any of the unissued shares or other securities of the Acquired Companies (including an option or right of pre-emption or conversion).

No Acquired Company is a party to any shareholders’ agreement, voting trust or similar arrangement with respect to the voting or ownership of shares of the Acquired Companies.

Consents.

Employees.

Except as disclosed in Disclosure Schedule 6.1, folder 1.15 of the Data Room contains a list of, and complete and accurate copies of, the Employee Plans.

Each of the Employee Plans has been established, registered (as applicable), and is and has been in the last five years, maintained and administered in compliance with the terms therein contained and in accordance with all applicable laws.

Complete and accurate copies of all written Employee Plans, as amended to date, whether oral or written, summaries of the terms thereof, have been provided to Employees or to Persons entitled to benefits under the Employee Plans and have been delivered or made available to the Purchaser, together with complete and accurate copies of all documents relating to the Employee Plans, including, as applicable, all trust agreements, funding agreements, insurance contracts and policies, investment management agreements, financial statements, actuarial valuations, annual information returns, subscription and participation agreements, benefits administration contracts, and any financial administration contracts.

No amendments have been made to the Employee Plans. The Acquired Companies have no formal plans and have made no promise or commitment, whether legally binding or not, to create any additional employee plans or to improve or change the compensation or benefit provider under any Employee Plans.

All employer or employee payments, contribution or premium required to be remitted, paid, or in respect of each Employee Plan or by applicable laws have been made in a timely fashion and in accordance with all applicable laws in the terms of the Employee Plans.

Folder 1.15 of the Data Room contains a complete and accurate schedule of all Employees (on a no names basis) setting out their written key employment or engagement terms, including employee number, job title, the Acquired Company which employs or engages them, commencement date of employment, length of service, and if such Employee is active or on leave (and if on leave, the nature of such leave and expected return date), type of contract and renewal date (if applicable), details of salary or consultancy rate, bonus, commission, notice or indemnity in lieu of termination or severance payment or any other amount to be paid upon termination of employment or other distribution or benefits payable (or expected to be payable).

Folder 1.15 of the Data Room contains complete and accurate copies of:

all current written contracts of employment (with personal information redacted) of the Key Managers, Senior Employees and employment contracts templates used by the Acquired Companies;

copies of all settlement agreements (with personal information redacted) entered into in the three year period prior to the date of this Agreement with any former Senior Employee of any of the Acquired Companies (being an employee whose gross annual base salary or consultancy fee was £50,000 or more per annum);

all staff handbooks and policies which apply to all Employees; and

any consultancy or outsourcing agreements or arrangements the annual cost of which exceeds £50,000.

Disclosure Schedule 6.8 contains a complete and accurate summary of: (a) all material current or pending claims (including allegations of harassment (including sexual harassment)) made by any current or former director or officer of any Acquired Company; (b) any Employee or any former Employee of any Acquired Company against any Acquired Company or against a senior employee or former employee of any Acquired Company and of any such claims which have been threatened in writing or, to the knowledge of the Vendor, any such claims which have been otherwise threatened; and (c) any, in each case, such claims which have been made or settled in the five year period prior to the date of this Agreement;

There are no Collective Bargaining Agreements or contracts with any labour union or employee association with respect to any future agreement in force with respect to Employees, and to the knowledge of the Vendor, no Person holds bargaining rights with respect to any of the Employees, and no Person has applied to be certified as the bargaining agent of any Employees.

Except as disclosed in Disclosure Schedule 6.10, all material amounts due and owing or accrued due but not yet owing for all salary, wages, bonuses, commissions, pay equity, vacation with pay, pension benefits or other employee benefits to present or former Employees and all material amounts due pursuant to the Employee Plans have been paid or accrued for in the Financial Statements or the Interim Financial Reports.

The Acquired Companies are: (a) conducting the Business in compliance with all Laws relating to the Employees and their employment, including provisions thereof relating to employment standards, wages, pay equity, hours of work, vacation pay, overtime, termination notice or pay in lieu of termination notice, termination and severance pay, occupational health and safety, unfair labour practices, collective bargaining, equal opportunity, immigration and right to work checks or similar Laws; and (b) have properly completed and filed all material reports and filings required by such Laws, in each case, except where failure to do so would not reasonably be expected to be material to the Business.

In the three year period prior to the date of this Agreement, each Acquired Company has complied in all material respects with all Laws relating to the employment, labour, or engagement of its Employees or former Employees of any Acquired Company (including maintenance of adequate records).

Except as disclosed in Disclosure Schedule 6.13, in the 12-month period prior to the date of this Agreement:

no Employee has given or received notice terminating his employment contract or engagement and there are no proposals to terminate the employment of any Employee; and

no Acquired Company has offered, promised or agreed to any material future variation of the terms of employment or engagement of any Employee.

The Employee Plans have in the three year period prior to the date of this Agreement been operated in accordance with their governing rules or terms and all Laws.

All option or awards of any kind granted under any Employee Plan to any Employee or former Employee of any Acquired Company that have not vested or that will not be vested upon Closing will be cancelled and be no longer exercisable by the relevant Person. All options or awards of any kind granted under any Employee Plan to any Employee or former Employee that have vested or that will vest on or before Closing, will be exercisable by the relevant Person pursuant to the terms of the relevant Employee Plan.

All liabilities of any Acquired Company to account for Tax in connection with any benefit provided under any Employee Plan or in relation to any option or award which has at the date of this Agreement been exercised or has vested or lapsed, have been met in full.

No Employee or former Employee of any Acquired Company or any respective dependant thereof or any other participant in any Employee Plan has made any claim against any Acquired Company in respect of any Employee Plan and, to the knowledge of the Vendor, no event has occurred which could or might give rise to any such claim.

Except as disclosed in Disclosure Schedule 6.18, no Acquired Company is liable to pay to any of its Employees any sum whatsoever in connection with the sale of the Purchased Shares.

There are no amounts owing or agreed to be loaned or advanced by any Acquired Company to any Employee (other than amounts representing remuneration accrued due for the current pay period, accrued holiday pay for the current holiday year, in respect of season tickets for travel arrangements or for reimbursement of expenses).

Except as disclosed in Disclosure Schedule 6.20, all salaries, wages, bonuses, pay equity, commissions, fees and other benefits (including all those payable or to be granted pursuant to any Employee Plan on or before Closing, any profit sharing, long-term incentive, bonus or other incentive schemes of the Acquired Companies) of all Employees have, to the extent due, been paid or discharged in full together with all related payments to third party benefit providers and relevant authorities.

There are no outstanding offers of employment or engagement by any Acquired Company pursuant to which such individual would, from the date of their employment or engagement, become a senior management Employee, and no Person has accepted such an offer but not yet taken up the position accepted.

No Acquired Company is engaged or involved in any trade dispute with any Employee, trade union, works council, staff or employee association or any other body representing workers and no industrial action involving any Employee is now occurring or, to the knowledge of the Vendor, is threatened.

There has not been during the last 12 months prior to the date hereof any strike, slowdown, picketing or work stoppage with respect to the Employees.

No Employee or former Employee of any Acquired Company has made, to the knowledge of the Vendor, threatened to make any claim or right of action, against any Acquired Company which remains outstanding:

in respect of any accident or injury which is not fully covered by insurance or by worker compensation or health and safety legislation;

for breach of any contract of services or for services;

for breach of any Law, including such laws relating to discrimination, equal pay, harassment or working time; or

arising out of or connected with his office or employment or the termination of his office or employment.

There are no current disciplinary or grievance proceedings in respect of any Employee or former Employee of any Acquired Company and, to the knowledge of the Vendor, none are pending or threatened.

No Acquired Company is party to, bound by or proposing to introduce in respect of any Employee any redundancy payment scheme in addition to statutory redundancy pay, nor is there any agreed procedure for redundancy selection.

The Acquired Companies have in place procedures to seek to ensure that every Employee who requires permission to work in Canada, the Unites States of America, the Isle of Man, the United Kingdom (or in any other jurisdiction in which the Acquired Companies operate) has current and appropriate permission to work in such jurisdiction.

No Acquired Company (or any predecessor to any part of its business) has been party to a relevant transfer for the purposes of the Transfer of Undertaking (Protection of Employment) Regulations 2006 affecting any Employees in the last six years and no Employees have had their terms varied as a result of such a transfer

Pensions.

booklets currently in force and any announcements detailing the current entitlement to pension benefits and the Acquired Companies obligations under the Disclosed Plans;

a list of members; and

evidence of the Tax registered status of each Disclosed Plan.

Except as disclosed in Disclosure Schedule 7.2, other than the Disclosed Plans, there are no other arrangements to which each Acquired Company has or could have any liability for the purposes of providing benefits on retirement, incapacity, ill-health or death for current or past directors, Employees or former Employees (and any dependant of these) (“Relevant Person”) of any Acquired Company. No undertaking (whether enforceable or not) has been given to any Relevant Person as to the continuance, introduction, increase or improvement of any arrangement to provide such benefits.

In relation to the Disclosed Plans:

no discretion has been exercised to admit an employee to membership of the Disclosed Plans who would not otherwise be eligible;

no discretion is being exercised to provide any ex gratia or voluntary payments in connection with the Disclosed Plans;

all contributions and premiums which have become due and payable to a pension scheme in respect of any member of the Disclosed Plans have been correctly calculated and duly made; and

all benefits (other than a refund of contributions with interest where appropriate) which may be payable under the Disclosed Plans on the death of a member, or during a period of sickness or disability of a member, while in an employment to which the Disclosed Plan relates are fully insured by a policy with an insurance company.

Each Acquired Company has fulfilled all its legal obligations in all material respects with regard to paying pension and death benefits or any other benefits in relation to the Disclosed Plans (including providing equal access to membership) in respect of each Employee and there is no material dispute or, to the knowledge of the Vendor, threatened claim with regard to the benefits payable under the Disclosed Plans.

The Acquired Companies do not prohibit part-time Employees or former Employees of any Acquired Company from being a member of the Disclosed Plans.

The Disclosed Plans in the UK are registered pension schemes under the UK Finance ▇▇▇ ▇▇▇▇ and, so far as the Vendor is aware, there is no reason why registration could be withdrawn.

All benefits provided by the Disclosed Plans in the UK are “money purchase schemes” as defined in section 181 of the UK ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.

Each Acquired Company has not at any time employed a member of, or been connected or associated (as defined in section 51(3) of the UK Pensions Act 2004) with an employer which employed a member of, an occupational pension scheme.

No Relevant Person has a right to pension benefits which are not benefits for old age, invalidity or survivors as a result of the transfer of his contract of employment to an Acquired Company under the UK Transfer of Undertakings (Protection of Employment) Regulations 1981 or the UK Transfer of Undertakings (Protection of Employment) Regulations 2006 or the equivalent legislation implementing the Transfer of Undertakings Directive 2001/23/EC.

Assets.

Except as set out in Disclosure Schedule 8.1(a)), the Acquired Companies legally and beneficially own all of the properties and assets (tangible or intangible) used in, and necessary for the operation of, the Business, including all the properties and assets reflected as being owned by them in the Financial Statements, with good and valid title thereto, free and clear of any Liens, other than Permitted Liens and those Liens identified on Disclosure Schedule 8.1(b) and, where capable of possession, are in the possession of an Acquired Company.

All plant, machinery, vehicles and equipment owned or used by the Acquired Companies and necessary for the operation of the Business are in good condition and working order having regard to their age and have been regularly and properly maintained.

Copies of any ▇▇▇▇ of sale or any hiring or leasing agreement, hire purchase agreement, credit or conditional sale agreement, agreement for payment on deferred terms or any other similar agreement to which any Acquired Company is a party, in each case, involving more than £100,000 over a 12 month period, are contained in folder 1.7 of the Data Room.

Products and Stock.

Each of the products and services offered by any Acquired Company to its customers (whether or not such products or services have been distributed to such customers or maintained as stock (“Products”), is: (a) in compliance in all material respects with all Laws; and (b) fit for the ordinary purposes for which it is intended to be used and conforms in all material respects to any promises or affirmations of fact made on the container or label for such product, to the extent applicable, or in connection with its sale.

There is no design defect with respect to any of such Products and each of such Products contains warnings, presented in a reasonably prominent manner, in accordance with Laws, and current industry practice with respect to its contents and use.

Each Acquired Company’s stock is of satisfactory quality and saleable in the usual course of its Business.

No Acquired Company has supplied, or agreed to supply, goods which are defective or which fail to comply with their terms of sale.

Each Acquired Company’s level of stock is reasonable having regard to current and anticipated demand.

No Acquired Company has acquired or agreed to acquire or supply any material part of its stock of Products on terms that the property therein does not pass until full payment is made.

Borrowings and Financing Arrangements.

The total amount borrowed by the Acquired Companies from its lenders does not exceed the limits of the applicable facilities and the total amount borrowed by the Acquired Companies from whatsoever source does not exceed any limitation on its borrowing contained in its articles of association or bylaws, or in any debenture or loan stock deed or other instrument.

A full and accurate list of all overdrafts, loans, grants or other financial facilities outstanding or available to the Acquired Companies is set out in Disclosure Schedule 10.2 and whether or not of a type which would be required to be shown in or reflected in the Financial Statements or the Interim Financial Report (including any indebtedness for moneys borrowed or raised under any acceptance credit, bond, note, ▇▇▇▇ of exchange or commercial paper, trade ▇▇▇▇, finance lease, hire purchase agreement, forward sale or purchase agreement or conditional sale agreement or other transaction having the commercial effect of a borrowing) and copies of all documents relating to such matters are contained in folders 1.4.3 of the Data Room. The Vendor has not, nor has any Affiliate of the Vendor done anything whereby the continuance of any such facilities in full force and effect might be affected or prejudiced.

Except as disclosed in Disclosure Schedule 10.3, no Acquired Company is a party to or is liable (including contingently) under a guarantee, indemnity or other agreement to provide surety in relation to another Person’s obligation.

Except as disclosed in Disclosure Schedule 10.4, no part of the loan capital, borrowing or indebtedness in the nature of borrowing of the Acquired Companies is dependent on the guarantee or indemnity of, or security provided by, another Person other than an Acquired Company.

No event has occurred or is subsisting or, to the knowledge of the Vendor, been alleged or is likely to arise which:

constitutes an event of default, or otherwise gives rise to an obligation to repay, or to give security under an agreement relating to borrowing or indebtedness in the nature of borrowing (or will do so with the giving of notice or lapse of time or both); or

will lead to a Lien constituted or created in connection with borrowing or indebtedness in the nature of borrowing, a guarantee, an indemnity, suretyship or other obligation of any Acquired Company becoming enforceable (or will do so with the giving of notice or lapse of time or both).

Except as disclosed in Disclosure Schedule 10.6, no Acquired Company is liable to repay an investment or other grant or subsidy made to it by any Person and no matter (including the execution and performance of this Agreement) exists which might entitle a body to require repayment of, or refuse an existing application by any Acquired Company for, the whole or part of a grant or subsidy.

The Acquired Companies are not party to any interest rate or foreign exchange hedging contract or other derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

Insurance.

Folder 14.1 of the Data Room contains a complete and accurate list of each current insurance and indemnity policy in respect of which any Acquired Company has an interest (together, the “Policies”). Each of the Policies is valid and enforceable and is not void or voidable. To the knowledge of the Vendor, there are no matters that exist which might make any of the Policies void or voidable or enable any insurer to refuse payment of all or part of any claim under the Policies.

Each Acquired Company has in the three year period prior to the date of this Agreement been adequately insured against accident, damage, injury, third party loss (including product liability), loss of profits and any other risk normally insured by a prudent person operating the types of business operated by the Acquired Companies.

No claim by any Acquired Company is outstanding under any of the Policies and, to the knowledge of the Vendor, no matter exists which might give rise to a claim by any Acquired Company under any of the Policies, except as contained in Disclosure Schedule 11.3.

The Acquired Companies have paid all premiums when due in respect of all the Policies and, to the knowledge of the Vendor, have not done or omitted to do anything which might result in an increase in the premium payable under any of the Policies.

Constitution and Corporate Records.

Except as disclosed in Disclosure Schedule 12.1, the Corporate Records contained in folder 1.4 of the Data Room are complete and accurate in all material respects, and contain copies of all of:

the Governing Documents (and all modifications thereto) and material resolutions adopted by the shareholders or equivalent and directors of each Acquired Company since the date of its incorporation, all of which have been duly adopted or ratified prior to the date of this Agreement;

the registers of all past or present securities, shareholders or equivalent and securities issuances, redemptions and transfers; and

the registers of directors, listing all former and present directors of each Acquired Company.

Each Acquired Company has the power to carry on its business as now conducted and the business of each Acquired Company has at all times been carried on intra ▇▇▇▇▇.

Except as disclosed in Disclosure Schedule 12.3, there are no powers of attorney executed by any Acquired Company conferring on any Persons (other than the Acquired Companies’ directors or officers) any authority to enter into any transaction on behalf of, or to bind, any Acquired Company in any way and which power of attorney remains in force.

The registers of members of each Acquired Company have been properly kept, are up to date and contain true and complete records of the members from time to time of each Acquired Company and neither of the Acquired Companies nor the Vendor has received any written notice or, to the knowledge of the Vendor, allegation that any of the records of such members is incorrect or incomplete or should be rectified.

Except as disclosed in Disclosure Schedule 12.5, the statutory books of each Acquired Company are up to date, in the possession of the Acquired Companies and are accurate and complete in accordance with Laws for each Acquired Company.

All resolutions, annual returns and other documents required to be delivered to the relevant Governmental Entity have been properly prepared and filed and were true and complete.

Intellectual Property.

Disclosure Schedule 13.1 contains a complete and accurate list of all the Intellectual Property registered in the Acquired Companies’ name or for which applications for registrations are pending. To the knowledge of the Vendor, each such registered Intellectual Property is valid, subsisting and enforceable.

Save for the Excluded Licences, each of the Acquired Companies owns, or has the right to use, all computer software, servers and programs required to carry on the Business as currently conducted by it, other than such computer software, servers and programs, the absence of which would not reasonably be expected to be material to the Business.

There are no claims, actions, proceedings or suits pending or, to the knowledge of the Vendor, threatened against the Acquired Companies challenging the validity or scope of any Intellectual Property owned by the Acquired Companies or the Acquired Companies’ rights thereto, which would reasonably be expected to be material to the Business.

There are no claims, actions, proceedings or suits pending or, to the knowledge of the Vendor, threatened against the Acquired Companies asserting that an Acquired Company infringes any Intellectual Property of any third Person, which would reasonably be expected to be material to the Business.

Except as disclosed in Disclosure Schedule 8.1(a) and Disclosure Schedule 13.5, each Acquired Company either owns, or has licenses for, all the Intellectual Property used by it in the conduct of the Business as conducted in the preceding 12 months from the date of this Agreement, other than such Intellectual Property the absence of which would not reasonably be expected to be material to the Business.

Except as disclosed in Disclosure Schedule 13.6, (a) all required filings and fees due related to the Intellectual Property registrations have been timely filed with and paid to the relevant Governmental Entities and authorised registrars, and (b) there are no actions (including the payment of any registration, maintenance or renewal fees or the filing of any responses to office actions or other filings) that must be taken by any Acquired Company within 90 days of the Closing Date for the purposes of obtaining, maintaining, perfecting, preserving or renewing any of the Intellectual Property registrations. To the extent any Intellectual Property registration is held by assignment, such assignment has been duly recorded with the Governmental Entities from which such Intellectual Property registration was issued or granted, or in the case of an application, before which such Intellectual Property registration is pending.

Except as disclosed in Disclosure Schedule 13.7, save for Intellectual Property licensed to any Acquired Company, the Acquired Companies are the sole and absolute legal and beneficial owners (free of any Lien (other than the Permitted Liens and the Released Liens)) of all Intellectual Property used in connection with the Business and where appropriate such Intellectual Property is registered in or applied for in the name of an Acquired Company.

Except as disclosed in Disclosure Schedule 13.8, no rights to any of the Intellectual Property necessary for the operation of the Business of the Acquired Companies as now conducted will not be adversely affected by the transaction contemplated by this Agreement or any of the Ancillary Agreements.

All registration and renewal fees have been paid when due in relation to the Intellectual Property which is registered or applied for in the name of any Acquired Company. Except as disclosed in Disclosure Schedule 13.9, all reasonable procedural steps with respect to the Intellectual Property have been taken for the protection and maintenance of such Intellectual Property and all reasonable procedural steps have been taken for the maintenance and protection of unregistered Intellectual Property owned by any Acquired Company.

The terms of all licences or rights which have been granted to any Acquired Company or which are being currently negotiated or other agreements or consents or undertakings entered into by any Acquired Company or the Vendor relating to the Intellectual Property used in the Business are set out in folder 1.15.3.1 of the Data Room and none of the Acquired Companies or the Vendor are obliged to enter into any such agreement relating to the Business of the Acquired Companies. There neither has been nor is a breach nor is there any fact or matter which would or may create a breach of such licences or undertakings.

The use by any Acquired Company of any Intellectual Property used in the Business, and the processes or methods employed, services provided, business conducted and the products used, manufactured and dealt in or supplied by the Acquired Companies do not, nor did they at the time used, manufactured, dealt in or supplied, infringe the Intellectual Property of any other Person.

To the knowledge of the Vendor, no third party is infringing or misusing or threatening to infringe or misuse the Intellectual Property owned by or licensed to any Acquired Company.

No Acquired Company is subject to any injunction, undertaking or court order or order of any other authority of competent jurisdiction not to use or restricting the use of any Intellectual Property.

No Acquired Company has entered into any confidentiality or other agreement which restricts the free use or disclosure of the Confidential Information or Company Knowhow to an extent which is material in the operations of the Business.

All current and former employees, contractors and consultants of each Acquired Company whose duties or responsibilities include the creation, development or invention of Intellectual Property for any Acquired Company have entered into agreements with and in favour of the relevant Acquired Company that convey to that Acquired Company all right, title and interest that such employees, contractors and consultants may possess in and to such Intellectual Property. Each such current and former employee, contractor and consultant has irrevocably waived in writing its non- assignable rights (including moral rights) to any IPR created by it on behalf of the Acquired Companies.

The Corporation does not receive any identifiable income from holding or exploiting any Intellectual Property (whether in the form of royalties, licence fees, franchise fees or any other payments arising from allowing a third party to use the Corporation’s Intellectual Property).

Information Technology and Data Protection.

Except as disclosed in Disclosure Schedule 14.1, the Systems used in connection with the Business are adequate for the immediate and future needs of the Business, including as to the system capacity and ability to process current peak volumes in a timely manner.

In the 12 months prior to the date hereof the Acquired Companies have not suffered and, to the knowledge of the Vendor, no other Person has suffered any failures or bugs in or breakdowns of any System used in connection with the Business which have caused any substantial disruption or interruption in or to its use and to the knowledge of the Vendor, there is no fact or matter which may so disrupt or interrupt or affect the use of such equipment following the acquisition by the Purchaser of the Purchased Shares pursuant to this Agreement on the same basis as it is presently used.

None of the software or technical manuals used by any of the Acquired Companies have been copied wholly or substantially from any material in which any of the Acquired Companies do not own copyright.

Except as disclosed in Disclosure Schedule 14.4, all Systems, excluding software, used in the Business are owned and operated by and are under the control of the relevant Acquired Company and are not wholly or partly dependent on any facilities which are not under the ownership, operation or control of any Acquired Company. Except as disclosed in Disclosure Schedule 14.4, no action will be necessary to enable such systems to continue to be used in the Business to the same extent and in the same manner as they have been used prior to the date hereof.

Except as disclosed in Disclosure Schedule 14.5, each Acquired Company is validly licensed to use the software used in its business and no action will be necessary to enable it to continue to use such software to the same extent and in the same manner as they have been used prior to the date hereof.

Except as disclosed in Disclosure Schedule 14.6, the software used in the Business does not contain, use, incorporate or otherwise include any Open Source Software that is material to the operations of the Business.

The only website accessible by the Internet and used in connection with the Business is at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the “Website”).

Except as disclosed in Disclosure Schedule 14.8, the Website:

has not had any issue that has adversely affected its availability, users or the ability of the Acquired Companies to carry on its Business;

has not been subject to, or used in connection with, any denial of service or other cyber attack; or

is not hosted outside of the European Economic Area.

Except as disclosed in Disclosure Schedule 14.9, the Website:

is hosted using adequate server capacity, and is otherwise able, to deal with peak user volumes in a timely manner;

has terms of use currently available on it, which apply to all Persons that have used such Website; and

is used for information purposes only and not for transactional purposes.

Disclosure Schedule 14.10 comprises a complete and accurate list of domain names registered or used by the Acquired Companies (including details of registrars and registrants).

Data Protection. Each Acquired Company complies, and has complied in the three year period prior to the date of this Agreement, in all material respects with, and, except as disclosed in Disclosure Schedule 15, has in place all necessary registrations, notifications and procedures to comply with, the Data Protection Law, as applicable.

Financial Statements.

The

Corporation Financial Statements have been prepared in accordance with Laws and United Kingdom Accounting Standards and present a true and fair view of the assets, liabilities and financial position of the Corporation and the results of its operations and cash flows as at and for the periods therein specified; and

PMI Financial Statements have been prepared in accordance with Laws and IFRS (except for the absence of notes thereto) and present a true and fair view of the assets, liabilities and financial position of PMI and the results of its operations as at and for the periods therein specified; and

PBL Financial Statements have been prepared in accordance with Laws and United Kingdom Accounting Standards and present a true and fair view of the assets, liabilities and financial position of Prometic Bioseparations Ltd and the results of its operations as at and for the periods therein specified.

The Interim Financial Reports of:

the Corporation have been prepared in accordance with IFRS (except for the absence of notes thereto and applicable disclosures required by IFRS);

PMI have been prepared in accordance with IFRS (except for the absence of notes thereto and applicable disclosures required by IFRS); and

Prometic Bioseparations Ltd (UK) have been prepared in accordance with IFRS,

The Financial Statements of each of the Corporation and PMI, as applicable, have been prepared, unless otherwise expressly stated therein, on a basis consistent with the basis applied in the corresponding accounts for the three preceding financial periods relating to such Financial Statements.

The applicable Financial Statements and the Interim Financial Reports make adequate provision or reserve for or disclose all liabilities (including all contingent or deferred liability to Tax) of the Corporation and PMI whether actual, contingent or otherwise.

All accounts, notes receivable and other receivables are, and all accounts and notes receivable arising from or otherwise relating to the business of the Acquired Companies as of the Closing Date will be, valid, genuine and fully collectible in the aggregate amount thereof. All accounts, notes receivable and other receivables arising out of or relating to such business of the Acquired Companies as of the Accounts Date have been included in the Financial Statements and the Interim Financial Reports for each of the Corporation and PMI, as applicable.

Disclosure Schedule 16.6 contains a complete list of all intercompany balances as of the Accounts Date between the Vendor or any of its Affiliates (including PRDT) and any Acquired Company. Since the Accounts Date there has not been any accrual of any liability by any Acquired Company to the Vendor or any of its Affiliates (including PRDT) or other transaction between any Acquired Company and the Vendor, except in the Ordinary Course and consistent with past practice.

No Acquired Company is engaged in any financing (including the incurring of any borrowing or any indebtedness in the nature of acceptances or acceptance credits) of a type which would not be required to be shown or reflected in the Financial Statements.

The books of account and all other records of each Acquired Company (including any which any of them may be obliged to produce under any contract now in force) are in their possession, up to date, accurate and complete and have been prepared in accordance with applicable Law and applicable standards, principles and practices generally accepted in the countries of their incorporation.

The accounting reference date of each Acquired Company is, and during the last six years has always been, 31 December.

In the Financial Statements and the Interim Financial Reports:

stock was valued in the same way as in the two preceding financial years and on the basis of the lower of cost and net realisable value; and

all redundant and obsolete stock was written off and full provision was made for all slow moving and damaged stock.

Validity of Agreements.

Neither the Vendor nor any Acquired Company has any knowledge of the invalidity or unenforceability of, or a ground for termination, avoidance or repudiation of, an agreement, arrangement or obligation to which any Acquired Company is a party. No Person with whom any Acquired Company has entered into an agreement, arrangement or obligation has given notice of its intention to terminate, or has sought to repudiate or disclaim, the agreement, arrangement or obligation.

No party with whom any Acquired Company has entered into an agreement or arrangement is in material breach of the agreement or arrangement and, to the knowledge of the Vendor, no matter exists which might give rise to such breach.

No Acquired Company is in material breach of any agreement or arrangement and to the knowledge of the Vendor, no matter exists which might give rise to such breach.

No orders or similar instructions have been made by any court or other competent authority requiring the modification of any agreement, arrangement or obligation to which any Acquired Company is party and to the knowledge of the Vendor, there are no circumstances which could give rise to any such order or similar instruction in the future.

Material Contracts.

Except for the Contracts disclosed in folder 1.5 of the Data Room (all such Contracts disclosed or required to be disclosed being the “Material Contracts”), no Acquired Company is a party to or bound by:

any Contract with a Substantial Customer or a Substantial Supplier;

any ongoing Contract for the purchase or lease of materials, supplies, equipment or services involving in the case of any such Contract more than £100,000 in any 12-month period;

any Contract that provides for payments to, or commitments in favour of, such Acquired Company in excess of £50,000 in any 12-month period;

any trust indenture, deed of hypothec, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, swaps, commodities or other hedging or derivative arrangement,

any Contract for capital expenditures in excess of £50,000 in the aggregate;

any Contract limiting the freedom of such Acquired Company to engage in any line of business, compete with any other Person or conduct the Business in any geographic area;

any Contract not made in the Ordinary Course;

any Contract that is incapable of termination in accordance with its terms, by any Acquired Company, on less than three months’ notice;

any Contract that contains any “change of control” provision, exclusivity obligation, “most favoured nation”, any type of special discount rights, “right of first refusal” or provision or rights of first negotiation or guaranteed minimum purchase or sale obligation in connection with use or distribution by any Acquired Company of third party rights, products or services, or anything similar to the foregoing;

an agreement, arrangement or obligation by which any Acquired Company is a member of a joint venture, consortium, partnership or association (other than a bona fide trade association), shareholder or similar arrangement or agreement or any agreement which purports to regulate control or otherwise affects the voting or disposition of its shares; or

a distributorship, promotional, representation, franchising, agency, marketing, licensing or management agreement or arrangement; or

any Contract with any Person with whom such Acquired Company does not deal at arm’s length.

The Acquired Companies are not in material breach, default or violation or, to the knowledge of the Vendor, alleged to be in such breach, default or violation of, any Material Contract and, to the knowledge of the Vendor, all the covenants to be performed by any other party to Material Contracts have been performed in all respects. Each of the Material Contracts is in full force and effect, unamended, and, except as disclosed in Disclosure Schedule 18.2, there exists no actual, anticipated or, to the knowledge of the Vendor, alleged default or event of default or event or condition (including the sale of the Purchased Shares) which will result in a breach, default or violation by an Acquired Company, or the acceleration of any obligation, under any Material Contract or, to the knowledge of the Vendor, by any other party under any Material Contract.

Except as disclosed in Disclosure Schedule 18.3 and other than in connection with the Reorganization, no Related Party:

is a party to a Related Party Transaction;

directly or indirectly owns, or otherwise has any right, title or interest in, to or under, any property, asset or right, tangible or intangible, that is used by any Acquired Company or otherwise relating to the business of any Acquired Company;

is engaged, directly or indirectly, in the conduct of the business of or provides services to any Acquired Company (other than in its capacity as a Vendor or as a director, officer or employee of any Acquired Company); or

to the knowledge of the Vendor, has any claim or right against any Acquired Company, other than, in the case of any current or former director or officer of any Acquired Company, rights and claims for indemnification or to advancement or reimbursement of expenses that any such Person may have in such capacity under applicable Law, the constitutional documents of any Acquired Company , or any Contract with any Acquired Company , or in the case of any contractor of any Acquired Company , any right or claim which such Person may have arising out of or related to such status with respect to payment of accrued and unpaid wages, compensation earned, unreimbursed routine business expenses and/or coverage under any employee plan or scheme.

Except as disclosed in Disclosure Schedule 18.4, all Related Party Transactions and all Contracts and accounts (excluding any employee plan or scheme) between any Acquired Company and any Related Party have been, or will be prior to Closing, terminated, cancelled, paid or otherwise settled, without any continuing liability or obligation of any Acquired Company thereunder prior to Closing.

Customers and Suppliers.

Disclosure Schedule 19.1 contains a list setting forth the Substantial Customers. Since the Accounts Date, no Substantial Customer has: (a) notified the Acquired Companies, the Vendor or its Affiliates in writing that it intends to terminate its business relationship with the Acquired Companies; or (b) to the knowledge of the Vendor, notified the Acquired Companies, the Vendor or its Affiliates verbally that it intends to terminate its business relationship with the Acquired Companies.

Disclosure Schedule 19.2 contains a list setting forth the Substantial Suppliers. Since the Accounts Date, no Substantial Supplier has: (a) notified the Acquired Companies, the Vendor or its Affiliates in writing that it intends to terminate its business relationship with the Acquired Companies; or (b) to the knowledge of the Vendor, notified the Acquired Companies, the Vendor or its Affiliates verbally that it intends to terminate its business relationship with the Acquired Companies.

Owned Property.

Leased Property.

Folders 1.7.1 and 1.7.3 of the Data Room lists each real property leased or subleased by any Acquired Company (collectively, the “Leased Properties”) and sets forth the name of the corresponding landlord and the date of the corresponding lease (collectively, the “Leases”), together with complete and accurate copies of such Leases. The Leased Properties comprise all the land and buildings owned or occupied or otherwise used by the Acquired Companies in connection with its business or otherwise.

Neither the Acquired Companies nor, to the knowledge of the Vendor, any other party thereto, is in material breach, default or violation of, any of the Leases and, to the knowledge of the Vendor, all the covenants to be performed by any other party to such Leases have been performed in all material respects.

Except for the Leased Properties, no Acquired Company has any actual obligations or actual or contingent liabilities (in any capacity, including as principal contracting party or guarantor) in relation to any property formerly owned or occupied by it (the Previously-owned Land and Buildings) or any lease, licence or other interest in, or agreement relating to, land. No Acquired Company has given any guarantee or indemnity for any liability relating to the Leased Properties, any Previously-owned Land and Buildings or any other land and buildings.

The relevant Acquired Company is legally and beneficially entitled to exclusively occupy the Leased Properties and no other Person is in (or actually or conditionally entitled to) possession, occupation, use or control of the Leased Properties.

To the knowledge of the Vendor, there are no agreements, covenants, restrictions, exceptions, reservations, conditions, rights, privileges or stipulations set out in an agreement entered into by an Acquired Company relating to the Leased Properties which materially and adversely conflict with the use thereof in the Ordinary Course of business of the Acquired Companies.

To the knowledge of the Vendor, the relevant Acquired Company has duly performed, observed and complied with all material covenants, restrictions, exceptions, reservations, conditions, agreements, statutory and common law requirements, by-laws, orders, building regulations and other stipulations and regulations affecting the Leased Properties, and no Acquired Company has received any written notice of non-performance, non-observance or non-compliance with any of the foregoing in respect of any of the Leased Properties.

To the knowledge of the Vendor, all material outgoings (including all material rents due) in respect of the Leased Properties have been paid to date and no written notice of any alleged material breach of any of the material terms of any lease or tenancy agreement in respect of the Leased Properties has been served on any Acquired Company.

No written enforcement or other notices or proceedings in respect of any of the Leased Properties have been received by an Acquired Company and, to the knowledge of the Vendor, there is no resolution or proposal for compulsory acquisition of any of the Leased Properties by the local or any other authority nor any outstanding order, notice or other requirement of any such authority that affects the use of the Leased Properties.

No Acquired Company is a party to any outstanding disputes in respect of the Leased Properties which if adversely determined would materially affect the use of the Leased Properties for the purposes for which they are now used or proposed to be used.

To the knowledge of the Vendor, the Leased Properties enjoy access to services for water, drainage, electricity and gas sufficient for the purposes of the business of the Acquired Companies.

The buildings and other structures on the Leased Properties are in good and substantial repair and fit for the purposes for which they are presently used. No building or structure on the Leased Properties has at any time during our occupation been affected by any structural damage, structural disrepair, dry or wet rot, timber infestation, disease or other material defect.

The Leased Properties are not subject to the payment of any outgoings other than the usual rates and taxes.

Construction.

In this clause, the following definitions apply:

“Building Contractor” means the contractor or contractors who designed and/or constructed the relevant Project;

“Construction Statutes” means all regulations and statutes that relate to the Projects and properties and includes, but is not limited to, such statutes as the Health and Safety at Work etc. ▇▇▇ ▇▇▇▇; Part II of the Housing Grants, Construction and Regeneration ▇▇▇ ▇▇▇▇; the Control of Asbestos Regulations 2012; the Construction (Design and Management) Regulations 2007; the Construction (Design and Management) Regulations 2015 and all regulations, rules and delegated legislation under, or relating to, such statutes;

“Professional Team” means the professional consultants who designed, costed, and/or managed the construction of the relevant Project; and

“Project” means any development or construction of a site or property undertaken by or on behalf of the Acquired Companies, including, not limited to, the construction projects in relation to Units 1 and 2B, and the Car Park extension at The Free Port, Isle of Man, and fit-out works at Horizon Park, Cambridge.

To the knowledge of the Vendor, the Acquired Companies, Building Contractors, Professional Team, and all subconsultants and subcontractors, have complied with all applicable statutory and bye-law requirements, and all regulations, rules and delegated legislation, relating to the design, management, development and construction of each Project, including all requirements under the Construction Statutes and all requirements of statutory undertakers.

Except as disclosed in Disclosure Schedule 22.3, there are no development works, redevelopment works or fitting-out works outstanding in respect of any Project.

There have been no material defects in relation to the design or construction of any Project and, to the knowledge of the Vendor, there are no defects in the design or construction of any Project.

No notices, complaints or requirements have been issued or made (whether formally or informally) by any Governmental Entity in relation to the design, development and construction of any Project and to the knowledge of the Vendor there are no matters which could lead to any such notice, complaint or requirement being issued or made.

There have not been and are not any disputes between any of the Acquired Companies and any member of the Professional Team or Building Contractor in respect of any Project (or between an Acquired Company and the owner or occupier of any other premises adjacent to or neighbouring any property in relation to a Project) in connection with the design, development or construction of that Project and, to the knowledge of the Vendor, there are no circumstances that may give rise to any such dispute after the date of this agreement.

In relation to each Project, the Professional Team was properly co-ordinated and to the knowledge of the Vendor each member of the Professional Team performed and observed the terms of its professional appointment.

The Professional Team for each Project were appointed on terms that would be reasonably acceptable to any institution buying or providing funding to the relevant Project. Such appointments include:

the consultant shall carry out its works, and any design, to the standard of skill and care reasonably expected of a competent consultant of that profession, experienced with a project of a similar size, scope, and complexity;

where applicable, the consultant shall have and maintain Professional Indemnity Insurance or Product Liability Insurance at an appropriate level for the scope, value, and complexity of the Project;

where applicable, the consultant shall not specify or use deleterious materials; and

any subcontractors and subconsultants will be appointed in a form acceptable to any institution buying or providing funding in relation to the Project.

In relation to each Project, each Building Contractor performed and observed the terms of its building contract in all material respects, and, if there was more than one Building Contractor working at any Project, its work was properly co-ordinated with the other Building Contractors at that Project.

Each Building Contractor was appointed on terms that would be reasonably acceptable to any institution buying or providing funding to the relevant Project. Such building contracts include:

the Building Contractor shall carry out its works, and any design, to the standard of skill and care reasonably expected of a competent building contractor, experienced with works of a similar size, scope, and complexity;

where applicable, the Building Contractor shall have and maintain Professional Indemnity Insurance or Product Liability Insurance at an appropriate level for the scope, value, and complexity of the Project;

the Building Contractor shall not specify or use deleterious materials; and

any subcontractors and subconsultants will be appointed in a form acceptable to any institution buying or providing funding in relation to the Project, and the Acquired Company is entitled to collateral warranties in its favour.

Except as disclosed in Disclosure Schedule 22.11, the development and construction of each Project was carried out:

diligently, in a good and workmanlike manner and in accordance with good building practice;

using only good quality materials;

in material compliance with, to the extent applicable, all relevant British Standards, codes of practices and good building practice; and

by selecting and using materials so as to avoid hazards to the health and safety of any Person and to ensure the integrity of the structure, property, and site to which the Project relates.

All design carried out by the Building Contractor, the Professional Team, and any subcontractors and subconsultants, has been performed to the standard of skill and care reasonably to be expected of a competent consultant of that profession experienced in works of a similar size, scope, and complexity as the relevant Project.

The Acquired Companies have no outstanding liabilities whether financial or otherwise in relation to any Project and all:

accounts with the Building Contractor and Professional Team in respect of each Project have been settled and paid in full by the Acquired Companies; and

to the Vendor’s knowledge, retentions held by an Acquired Company in relation to any Project have been released to the relevant Building Contractor.

The Building Contractors, Professional Team, and all relevant subconsultants and subcontractors maintain up to date Professional Indemnity or Product Liability Insurance (as appropriate) at adequate levels and as set out in the relevant building contract, appointment, or subcontract.

All manufacturer and supplier warranties in favour of the Professional Team or Building Contractors have been assigned, where possible, to an Acquired Company, or otherwise a collateral warranty, in a form acceptable to an institution buying or funding the relevant Project, has been provided by the manufacturer or supplier in favour of the Acquired Company.

Copies of all reports, statements and certificates and any other development and construction information held by the Vendor or the Acquired Companies in connection with each Project including copies of all agreements with any Building Contractor and the Professional Team are available on-site and no other parties were involved in any design work in respect of any Project.

Capitalization.

The issued share capital of the Corporation is as set out in Disclosure Schedule 23.1. The Purchased Shares have been duly authorized and validly issued as fully-paid and non-assessable and constitute all of the issued and outstanding shares in the capital of the Corporation. Except as set out in Disclosure Schedule 23.1, there are no outstanding options, warrants, securities, debentures, loans or notes convertible into or exchangeable for any shares or other securities of the Corporation which have been issued by the Corporation.