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Part A Basic information about the Targets

Part B Basic information about the Subsidiary

Attachment 2 : Relevant Properties

Attachment 3 : Purchase Price Allocation Methodology

Schedule A (Certain Definitions and Related Terms)

The persons whose names and addresses are set out in Schedule 1 (Ownership of the Shares) (collectively the “Sellers” and each a “Seller”);

INEOS Enterprises Holdings Limited, whose registered office is at 38 Hans Crescent, Knightsbridge, London, SW1X 0LZ, United Kingdom (registered in England No. 09328837) (the “Sellers’ Guarantor”);

New Structure Subco Inc., a corporation incorporated under the laws of the state of Delaware with its registered office at 850 New Burton Road, Suite 201, Dover, Delaware, 19904, County of Kent, United States of America (the “US Purchaser”);

EV Industrial Chemical Subsidiary Holdings Inc., a corporation incorporated under the federal laws of Canada with its registered office at 40 Temperance Street Suite 2700, Toronto, ON M5H 0B4 (the “Canadian Purchaser”),

Ecovyst Inc, a corporation incorporated under the laws of the state of Delaware with its registered office at 850 New Burton Road, Suite 201, Dover, Delaware, 19904, County of Kent, United States of America (the “Purchasers’ Guarantor”),

The Sellers have agreed to sell, and the Purchasers have agreed to purchase and pay for the Shares (as defined in this Agreement) in each case on the terms and subject to the conditions of this Agreement.

The Sellers’ Guarantor has agreed to guarantee the obligations of the Sellers pursuant to this Agreement on the terms and subject to the conditions of this Agreement.

The Purchasers’ Guarantor has agreed to guarantee certain of the payment obligations of the Purchasers pursuant to this Agreement on the terms and subject to the conditions of this Agreement.

Interpretation

In this Agreement, the Schedules and the Attachments to it, the following words and expressions have the following meanings:

In this Agreement, unless otherwise specified:

references to clauses, Schedules and Attachments are to clauses of, and Schedules and Attachments to, this Agreement and references to paragraphs are to paragraphs of Schedules to this Agreement;

references to any document in the “Agreed Form” means that document in a form agreed by the Sellers and the Purchasers and confirmed by the Purchasers’ Solicitors and the Sellers’ Solicitors in writing (including via email) to be in “agreed form”;

references to the singular shall include the plural and vice versa and the use of any gender includes the other genders;

a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted and shall include any subordinate legislation made from time to time under that statute or statutory provision except to the extent that any amendment or modification made or coming into effect of any statute or statutory provision after the date of this Agreement would increase or alter the liability of any party under this Agreement;

references to a “company” shall be construed so as to include any, corporation or other body corporate, wherever and however incorporated or established;

references to a “person” shall be construed so as to include any individual, firm, company, corporation, body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);

the expressions “accounting reference date”, “accounting reference period”, “allotment”, “body corporate”, “debentures”, “holding company”, “paid up”, “profit and loss account”, “subsidiary”, “subsidiary undertaking” and “wholly-owned subsidiary” shall have the meaning given in the Companies Act 2006; the expression “current assets” shall have the meaning given in schedule 10 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008 No. 410);

any reference to a “day” (including the phrase “Business Day”) shall mean a period of 24 hours running from midnight to midnight;

references to times are to New York City time;

any indemnity or obligation to pay (the “Payment Obligation”) being given or assumed on an “after-Tax basis” or expressed to be “calculated on an after-Tax basis” means that the amount payable pursuant to such Payment Obligation (the “Payment”) shall be calculated in such a manner as shall ensure that, after taking into account:

any Tax required to be deducted or withheld from the Payment;

the amount and timing of any additional Tax which becomes payable as a result of the Payment being subject to Tax; and

the amount and timing of any Tax benefit (including any Relief) which is obtained, to the extent that such Tax benefit (including any Relief) is attributable to the matter giving rise to the Payment Obligation,

references to “costs” and/or “expenses” incurred by a person shall not include any amount in respect of VAT comprised in such costs or expenses for which either that person or, if relevant, any other member of the VAT group or fiscal unity to which that person belongs is entitled to credit as input tax;

the formulation “to the extent that” shall be read as meaning “if, but only to the extent that”;

references to writing shall include any modes of reproducing words in a legible and non-transitory form and whether sent or supplied by electronic mail;

references to the knowledge, belief or awareness of the Sellers and/or the Sellers’ Guarantor (or similar phrases) shall be limited to the actual knowledge of Ashley Reed, Andrew Brown, Elliot Hamlet, John Nicolson, Elizabeth Keeneth, Javier Guzman, Dave Snell, Matt Meenen, Brittany Amey, James Cross and/or Carlos Robles-Sanchez, in each case in respect of the specific matter, fact or circumstance in question;

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term;

all headings and titles are inserted for convenience only and are to be ignored in the interpretation of this Agreement;

the Schedules and Attachments form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules and Attachments;

references to “USD”, “US dollar” “US$” or “$” are to the lawful currency of the United States of America from time to time; and

the words “other”, “include” and “including” shall not connote limitation in any way and, for the avoidance of doubt, a reference to “including” shall mean including without limitation and a reference to “includes” shall mean includes without limitation.

Sale and purchase

The Sellers shall sell and the Purchasers shall purchase, with full title guarantee free from all Encumbrances and any other third party rights, the relevant Shares as set out opposite such Purchaser’s name in column (5) of Schedule 1, together with all rights attached or accruing to them at Completion, including any dividends or distributions declared or paid on the relevant Shares after the Completion Date.

The Sellers waive all rights of pre-emption and any other rights or restrictions over any of the Shares conferred upon it by the Constitutional Documents of the relevant Target or in any other way and undertake to procure that any rights of pre-emption and any other rights or restrictions over any of the relevant Shares are waived prior to Completion so as to permit the sale and purchase of the Shares in accordance with this Agreement.

Conditions

The sale and purchase of the Shares pursuant to this Agreement is in all respects conditional upon the satisfaction of the Conditions (or the waiver of the Conditions by the Purchasers’ Representative in its absolute discretion on written notice to the Sellers’ Representative) on the Completion Date.

The Sellers undertake to disclose in writing to the Purchasers’ Representative anything which will or may (in their reasonable opinion) prevent the Conditions from being satisfied on the Scheduled Completion Date promptly after it comes to the attention of the relevant Seller.

Without prejudice to clause 3.4 and subject to clauses 3.5 and clause 3.9, if the Warranty Condition is not satisfied or waived on the Scheduled Completion Date (other than as a result of any breach of any Regulatory Warranty, insofar as any such breach relates to any consent or authorisation required by any Governmental Authority), the Purchasers’ Representative may in their absolute discretion postpone the Scheduled Completion Date on written notice to the Sellers’ Representative to such other date as the Purchasers may elect, provided that any such postponed date shall be no later than the Long Stop Date and shall fall on the final day of the month (such postponed date being the “Postponed Scheduled Completion Date” and where the Scheduled Completion Date is postponed pursuant to this clause 3.3 all references in this Agreement to the Scheduled Completion Date shall be to the Postponed Scheduled Completion Date).

If, in the circumstances set out in clause 3.3, the Scheduled Completion Date is not postponed, or the Warranty Condition remains neither satisfied nor waived (other than in respect of any breach of any Regulatory Warranty, insofar as any such breach relates to any consent or authorisation required by any Governmental Authority) on the Postponed Scheduled Completion Date, subject to clause 3.12, this Agreement shall be capable of termination by either the Sellers’ Representative or the Purchasers’ Representative on written notice to the other.

If, on the Scheduled Completion Date:

the MAC Condition is not satisfied, the Remedy Period shall commence; or

an event has occurred which, if it continues beyond a seven (7) consecutive day period from when that event first occurred, would reasonably be expected to be a Material Adverse Change under paragraph (i) or (ii) of the definition of Material Adverse Change, then Completion shall not take place on the Scheduled Completion Date and:

if the relevant event ceases on or prior to the expiry of such seven (7) consecutive day period such that no Material Adverse Change has occurred, and the Conditions are otherwise satisfied on the Completion Bridge Date (as defined below) in accordance with this clause 3, the Sellers’ Representative shall immediately notify the Purchasers’ Representative (by email pursuant to clause 26 (Notices)) and Completion shall occur on the Business Day falling five (5) Business Days following such notification (a “Completion Bridge Date”), and where the Scheduled Completion Date is delayed pursuant to this clause 3.5(B)(i), all references in this Agreement to the Scheduled Completion Date shall be to the Completion Bridge Date; or

if the relevant event continues beyond such consecutive seven (7) day period and a Material Adverse Change has occurred, the Remedy Period shall be deemed to have commenced in accordance with clause 3.5(A) as if the MAC Condition had not been satisfied at that time.

If, during the Remedy Period (if applicable), the Material Adverse Change is waived or remedied to the Purchasers’ Representative’s reasonable satisfaction (acting in good faith), the Scheduled Completion Date shall be amended to:

where such remedy or waiver occurs on or before a day falling at least five (5) Business Days before the last Business Day of the month, the last calendar day of the month in which such waiver or remedy occurs (being, for July 2026, 31 July 2026; for August 2026, (subject to clause 3.13) 31 August 2026; and for September 2026, 30 September 2026); or

where such remedy or waiver occurs on a day falling less than five (5) Business Days before the last Business Day of the month, the day falling five (5) Business Days after such waiver or remedy,

If a Remedy Period has commenced and the Material Adverse Change has not been waived or remedied in accordance with clause 3.6 by the Long Stop Date, then, subject to clause 3.12, this Agreement shall be capable of termination by either the Sellers’ Representative or the Purchasers’ Representative on written notice to the other, provided that the foregoing does not apply if a scenario contemplated by clause 3.5(B) or clause 3.9(B) applies until, if relevant, clause 3.5(B)(ii) or clause 3.9(C) applies.

If the Remedy Period has commenced in respect of a Material Adverse Change following an event as described in limb (ii) or (iii) of the definition of Material Adverse Change and the Purchasers’ Representative (acting reasonably and in good faith) believes, following meaningful consultation and good faith discussions with the Sellers (including providing the Sellers with a reasonable opportunity to present remedial proposals and supporting evidence), that there is no reasonable prospect that the Material Adverse Change would be capable of remedy within the Remedy Period (being, for the avoidance of doubt, up to and including 30 September 2026), the Purchasers’ Representative may, subject to clause 3.12, terminate this Agreement by notice to the Sellers’ Representative with immediate effect.

If the Purchasers’ Representative has reasonable cause (acting in good faith) to suspect that an event has occurred within five (5) Business Days of the Scheduled Completion Date that is or would reasonably be expected to be a Material Adverse Change, the Purchasers shall be entitled to investigate the potential Material Adverse Change for the period up to (and including) the fifth (5^th) Business Day after the Scheduled Completion Date (for the purposes of this clause 3, the “Relevant Investigation Period”) in order to determine (acting reasonably and in good faith) if a Material Adverse Change has occurred for the purposes of this clause 3, provided that:

the Purchasers’ Representative shall give notice in writing to the Sellers’ Representative immediately after it becomes aware of the reasonable cause and in any event, before the Scheduled Completion Date;

if at any time during the Relevant Investigation Period, the Purchasers determine (acting reasonably and in good faith) that no Material Adverse Change has occurred, and the Conditions are otherwise satisfied on the Investigation Completion Bridge Date (as defined below) in accordance with this clause 3, the Purchasers’ Representative shall immediately notify the Sellers’ Representative (by email in accordance with clause 26), and Completion shall occur:

where such notification occurs on or before a day falling at least 5 (five) Business Days before the last Business Day of the month, the last calendar day of the month in which such waiver or remedy occurs (being, for July 2026, 31 July 2026; for August 2026 (subject to clause 3.13), 31 August 2026; and for September 2026, 30 September 2026); or

where such notification occurs on a day falling less than five (5) Business Days before the last Business Day of the month, the fifth (5^th) Business Day after such waiver or remedy,

if at any time during the Relevant Investigation Period, the Purchasers determine (acting reasonably) that a Material Adverse Change has occurred, the Remedy Period shall be deemed to have commenced in accordance with clause 3.5(A) as if the MAC Condition had not been satisfied at that time.

Subject to clause 3.11, the provisions of clauses 3.3 to 3.9 (inclusive) may operate cumulatively such that, if the Scheduled Completion Date is postponed to the Postponed Scheduled Completion Date pursuant to clause 3.3, delayed to the Completion Bridge Date pursuant to clause 3.5(B)(i), amended to the Amended Completion Date pursuant to clause 3.6 or delayed to the Investigation Completion Bridge Date pursuant to clause 3.9(B) then all of the provisions of clauses 3.3 to 3.9 (inclusive) shall apply (mutatis mutandis) again on that Postponed Scheduled Completion Date, Completion Bridge Date, Amended Completion Date or Investigation Completion Bridge Date (as applicable).

Completion shall take place no later than 31 October 2026 (unless otherwise agreed in writing by the Sellers’ Representative and the Purchasers’ Representative). If Completion does not take place on or before 31 October 2026, then, subject to clause 3.12, this Agreement shall be capable of termination by either the Sellers’ Representative or the Purchasers’ Representative on written notice to the other .

If this Agreement terminates in accordance with clause 3.4, clause 3.7, clause 3.8 or clause 3.11, then all obligations of the parties under this Agreement shall end (except for the Surviving Provisions) but (for the avoidance of doubt) all rights, remedies, obligations and liabilities of the parties which have accrued before termination shall continue to exist.

In the event that Completion is scheduled to occur on 31 August 2026 or such other date (including such other date as is agreed in writing between the Sellers’ Representative and the Purchasers’ Representative) that is not a Business Day, the parties shall work together (acting reasonably and in good faith) to agree appropriate arrangements (including as to escrow) to ensure that the parties can fulfil their requisite obligations in Schedule 3 (Completion arrangements) notwithstanding that it is not a Business Day.

If the Purchasers are required to:

make, within six (6) months following Completion, any mandatory post-Completion filings in the US or Canada in relation to the Transaction by any US or Canadian Governmental Authority, respectively (the “US and/or Canadian Post-Completion Filing Obligations”); and/or

obtain any mandatory licenses, permits, consents, waivers, approvals, authorisations, qualifications and orders of US or Canadian Governmental Authorities in connection with such US and/or Canadian Post-Completion Filing Obligations,

From the date of this Agreement until the date falling six (6) months after Completion, each party shall promptly notify the other parties of any material communication received from, or proposed to made to, any US or Canadian Governmental Authority relating to any US and/or Canadian Post-Completion Filing Obligations, and shall provide the other parties with copies of any such communication (subject to redaction of competitively sensitive information) and a reasonable opportunity to review and comment on any proposed response or draft submission before it is made.

Conduct of business before Completion

Subject to clause 4.2 and to applicable law, each Seller shall procure that, between the date of this Agreement and Completion (inclusive), each member of the Group and the Retained Group (in respect of the Services and any Wrong Pocket Assets held by a member of the Retained Group only), as applicable: (i) will continue to operate the Business and the business of the Group in the Ordinary Course of Business, with a view to maintaining the same as a going concern with regard to applicable law; and (ii) will not undertake any act which is outside the Ordinary Course of Business of such Group member or Retained Group member (in respect of the Services and any Wrong Pocket Assets held by that Retained Group member only), in each case, without the prior written consent of the Purchasers’ Representative. In particular, each Seller shall procure that no member of the Group (in respect of the Business) nor the Retained Group (in respect of the Services and any Wrong Pocket Assets held by that Retained Group member only), undertake any of the matters listed in Schedule 7 (Conduct of business before Completion) without the prior written consent of the Purchasers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed and, where Completion has been postponed pursuant to clause 3 (Conditions) and/or clause 6 (Completion), taking into consideration the delay effect of such postponement). In each case, such consent to be obtained in accordance with clause 4.3.

Clause 4.1 shall not operate so as to:

restrict or prevent:

any member of the Group from entering into or amending in the Ordinary Course of Business any contract or commitment which is terminable (without material cost) in accordance with its terms by written notice of three (3) months or less or which is not a Material Contract;

any matter reasonably undertaken by any member of the Group or the Retained Group in the case of an emergency or disaster or other serious incident with the intention of (and to the extent necessary for) minimising any adverse effect on the Group for as long as the emergency, disaster or incident is continuing, provided that, if reasonably practicable, the Purchasers’ Representative shall be notified as soon as reasonably practicable before such actions are taken, and if not reasonably practicable, the Purchasers shall be notified as soon as reasonably practicable in writing of such actions after those are taken;

the completion or performance of any obligation undertaken in the Ordinary Course of Business, pursuant to any contract or arrangement entered into by or relating to any member of the Group prior to the date of this Agreement;

any reasonable and legally permissible steps taken to assign, novate or amend any Employee Incentive Agreements in order to release INEOS Calabrian Corporation from all obligations and liabilities under such Employee Incentive Agreements;

any increases in emoluments of any employee of any member of the Group: (1) saved as Disclosed, whose annual salary is not higher than $250,000 (two hundred and fifty thousand dollars) and where such increases are no more than inflation and made in accordance with the normal practice of the Group or Retained Group in the Ordinary Course of Business (as the case may be); (2) as required by law; or (3) in accordance with any applicable collective bargaining agreement entered into in relation to any member of the Group that has been Disclosed;

any payment to discharge any loans or other amounts payable that have been Disclosed by any member of the Group to any member of the Retained Group occurring in the Ordinary Course of Business together with any interest accrued thereon;

the declaration, authorisation or making of any dividend or distribution (whether in cash or in kind) by any member of the Group to any member of the Group or any member of the Retained Group, provided that following such payment each member of the Group retains sufficient level of Cash to continue trading in the short term in the Ordinary Course of Business, and in any event no such payment shall be made unless the Canadian Target will have at least $500,000 (five hundred thousand dollars) (or the equivalent value in Canadian dollars) in Cash and the US Target will have at least $1,500,000 (one million five hundred thousand dollars) in Cash, in each case immediately after any such payment is made;

any non-material amendment in the Ordinary Course of Business to standard terms and conditions which apply to or are otherwise in use by any member of the Group (including, for the avoidance of doubt, to the extent forming all or part of a Material Contract);

any matter taken in connection with the enforcement of the receipt of receivables from any member of the Retained Group in the Ordinary Course of Business;

any payment being made by any member of the Group for or in respect of any Tax (including any instalments of Taxes) which has fallen due for payment or otherwise payable by a member of the Group;

any amendment or alteration to any Retained Group Insurance Policy, provided that such alteration or amendment does not result in a reduction in the amount of coverage (for the benefit of any member of the Group only) of such policies and/or result in any member of the Group being in breach of any contract, agreement or arrangement to which any member of the Group is party;

any matter expressly contemplated by the Share Purchase Documents or necessary to implement the transfer of the Shares to the Purchasers (including any actions taken to settle any Inter-Company Balance in accordance with the Intercompany Balances Steps Plan);

any matter undertaken in connection with the Environmental Actions in the Ordinary Course of Business or the Active Disputes, provided that (1) the Sellers shall not settle or compromise any of the same without the written consent of the Purchasers’ Representative (not to be unreasonably withheld, conditioned or delayed), except where the sole remedy arising out of the same is financial and is to be economically borne solely by the Sellers and/or the Sellers’ Guarantor; (2) in respect of the Environmental Actions only, the Purchasers’ Representative is notified as soon as reasonably practicable in writing of such actions after those are taken; and (3) in respect of the Active Disputes (as applicable) the Purchasers’ Representative is kept reasonably informed of material developments of the relevant Active Dispute (provided that in so doing, the Sellers are not required to incur additional and disproportionate cost and expense). Notwithstanding the foregoing, the Sellers may withhold and/or redact any information if the Sellers’ Representative reasonably believes that such withholding and/or redaction is necessary to maintain legal or attorney-client privilege of discussions and/or materials in respect of any Environmental Action and/or the Active Disputes (as applicable);

any matter being undertaken at the written request, or with the written consent, of the Purchasers’ Representative or any member of the Purchasers’ Group (in the case of consent, that has been given pursuant to the process set out in clause 4.3);

any matter required in order to comply with any law or regulation (including the requirements of any governmental or regulatory authority) being undertaken by any member of the Group (including, without prejudice to the Sellers’ rights and subject to the Sellers’ obligations under Schedule 4, in respect of the Environmental Actions and/or the Active 2023 Dispute);

any action reasonably taken or matter required in order to effect any of the releases or terminations described in paragraph 1(C) of Part A in Schedule 3 (Completion arrangements) provided that it does not increase the liabilities or costs of the Group unless such costs are either paid prior to the Effective Time, or otherwise included as a liability in the Completion Accounts; and/or

require any member of the Group, the Sellers or any member of the Retained Group to directly or indirectly make, incur or assume (or to take any steps that might reasonably result in the occurrence or assumption of) any expenditure (whether capital, operational or otherwise) in respect of the Timmins Project, provided that the Sellers shall and shall procure that each member of the Group and the Retained Group complies with all applicable laws, regulations, permits, licences, registration requirements, filings and consents in relation to the Timmins Project.

In the event the consent of the Purchasers is required under clause 4.2, the Sellers or any member of the Group may seek such consent by written notice delivered by e-mail to the Purchasers’ Representative:

Party

Address

Name and title of individuals

E-mail address

Ecovyst Inc.

600 Lee Road,

Suite 200, Wayne, PA 19087

Attention: Joseph S. Koscinski (CAO & Vice General Counsel)

Copy to (which shall not constitute notice):

Attention: Marnie S. Schock

Babst Calland Clement and Zomnir, PC

Two Gateway Center,

603 Stanwix Street, STE 600

Pittsburgh, PA 15222

and

Attention: David Dowling

Ropes & Gray International LLP

60 Ludgate Hill

London, EC4M 7AW

United Kingdom

[***]

Copy to (which shall not constitute notice):

Marnie S. Schock

[***]

and

David Dowling

[***]

The Sellers shall procure that, other than:

the Transitional Services Agreement;

the Inter-Company Receivables and Inter-Company Payables to be settled pursuant to clause 4.13, clause 7 (Completion Accounts, Inter-Company Payables and Inter-Company Receivables) and Schedule 8 (Completion Accounts) and the Ordinary Trading Items to be settled pursuant to paragraph 19 of Part A of Schedule 8 (Completion Accounts);

the Share Purchase Documents;

the Employee Incentive Agreements (in respect of which clause 4.5 shall apply);

all purchase orders in place between the Retained Group and the Group in the Ordinary Course of Business and the Retained Business (each as at the date of this Agreement); and

all licences of any Intellectual Property or rights in Business Information between the Retained Group and the Group (in respect of which clause 13.4 shall apply) (if any),

The Sellers shall procure that the Employee Incentive Agreements shall be amended so as to release INEOS Calabrian Corporation from any obligations thereunder without any continuing liability or cost to INEOS Calabrian Corporation or any other member of the Group and the Sellers (subject to clause 10 (Purchasers’ remedies and Sellers’ and Sellers’ Guarantor’s limitations on liability) and Schedule 6 (Limitations on the Sellers’ and the Sellers’ Guarantor’s liability)) hereby covenant, subject to Completion, to pay the Purchasers on demand such amount as would be required to keep each member of the Group indemnified on a $ for $ and after-Tax basis from and against any and all losses, liabilities, claims, suits, demands, fines, penalties, awards, judgments, charges, registration fees, actions, proceedings, interest, damages and reasonably incurred third-party costs and expenses incurred by any member of the Group following Completion arising out of the Employee Incentive Agreements (the “Employee Indemnity”).

To the extent that any termination or amendment contemplated by clause 4.4 or clause 4.5 is not completed by Completion, each party shall procure that the relevant member(s) of the Group or Retained Group (as applicable) shall provide all reasonable assistance requested by the other party in procuring such termination (or amendment, as applicable) as soon as practicable (with the reasonable and documented third-party costs of any such assistance to be borne by the Sellers) and each party shall irrevocably and unconditionally: (a) waive, and undertake to procure that each relevant member of the Retained Group or the Group (as applicable) waives, its rights under such agreement or such claim, right of action or obligation; and (b) release and discharge (and undertake to procure that each relevant member of the Retained Group or the Group (as applicable) releases and discharges) each member of the Group or the Retained Group (as applicable) from any liability whatsoever in respect of such agreement, claim, right of action and obligation.

The Sellers shall disclose in writing to the Purchasers any fact, matter, event or circumstance which constitutes a material breach of any of the Warranties as soon as reasonably practicable after it comes to the Sellers’ attention before or at the time of Completion. For these purposes, such a material breach will have come to the Sellers’ attention if it comes to the actual attention of any of those individuals listed in clause 1.2(N).

The Purchasers shall be entitled by written notice to the Sellers’ Representative to terminate this Agreement, if at any time on or before Completion, the Purchasers become aware (whether as a result of the Sellers’ notification under clause 4.7 or otherwise) of any fact, matter, event or circumstance which constitutes a material breach of any of the Fundamental Warranties given upon the execution of this Agreement, provided that the provisions of this clause 4.8 shall apply without prejudice to any other remedies or accrued rights which any party may have against the other parties.

If this Agreement terminates in accordance with clause 4.8, then all obligations of the parties under this Agreement shall end (except for the Surviving Provisions) but (for the avoidance of doubt) all rights, remedies, obligations and liabilities of the parties which have accrued before termination shall continue to exist.

During the period between the date of this Agreement and Completion (both dates inclusive), at the reasonable request of the Purchasers’ Representative, the Sellers (in respect of the Business only) shall, and shall procure that each member of the Group and its and their respective officers and employees shall, provide commercially reasonable cooperation to the Purchasers in connection with the Debt Financing (with the reasonable and documented third-party costs of any such cooperation to be borne by the Purchasers). Unless otherwise agreed in writing between the Purchasers’ Representative and the Sellers’ Representative, such co-operation shall be limited to providing such customary information not already included in the Data Room regarding the Group and its Business as is reasonably requested (including all documentation and information as is required for the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations), with any redactions for commercially sensitive information as the Sellers (or any members of the Group or the Retained Group) consider necessary, provided that the obligations in this clause 4.10 shall be subject to the following:

the Sellers shall not be required to incur any liabilities in respect of the Debt Financing and the members of the Group shall not be required to incur any liabilities in respect of the Debt Financing prior to Completion and no co-operation shall be required to the extent that it would or would be reasonably likely to result in any employees, directors, officers, agents of the Sellers or the members of the Group incurring any personal liability with respect to any matters relating to the Debt Financing;

nothing in this clause 4.10 shall be deemed to permit or require the disclosure of information that would otherwise be prevented under clause 30 (Confidentiality); and

arrangement of any Debt Financing is the sole responsibility of the Purchasers.

In the event that, prior to Completion, the Sellers or the Purchasers identify any mandatory and suspensory order, permit, approval, consent, waiver, licence or similar authorisation that is required by a US or Canadian Governmental Authority prior to Completion, the parties shall, acting reasonably, cooperate in making all necessary filings as may be required to obtain such approvals as soon as possible. In so cooperating, the parties shall, acting reasonably, identify a reasonable division of responsibilities between themselves, reasonable timelines for the preparation, review and submission of such filings (wherever possible so as to ensure that the Scheduled Completion Date need not be amended) and, only where strictly necessary, an amended Scheduled Completion Date.

The Sellers shall, and shall procure that each member of the Group and the Retained Group shall, provide the Purchasers with such information, access to Employees and cooperation as the Purchasers may reasonably require to, subject to such reasonable limitations and restrictions as the Sellers may impose: (i) offer retention payments to the Employees’ compensation; and (ii) transition such Employees to the Purchaser Group’s Benefit Plans, in each case with effect from Completion.

Prior to the Effective Time, the Sellers shall procure that all outstanding Inter-Company Balances are settled in accordance with the Inter-Company Balance Steps Plan, provided that the Sellers may, at any time prior to the Effective Time, make such change to the Inter-Company Balances Steps Plan, including, for the avoidance of doubt, by amending, removing or supplementing the Inter-Company Balances Steps (an “Inter-Company Balances Steps Plan Change”), as they deem necessary or desirable, provided in each case that the Sellers shall not (and shall procure that no member of the Retained Group or the Group shall) make any Inter-Company Balances Steps Plan Change without the prior written consent of the Purchasers’ Representative (which the Purchasers’ Representative shall not unreasonably withhold, condition or delay) to the extent that any such Inter-Company Balances Steps Plan Change could reasonably be expected to have an adverse effect (whether economic, legal, operational, Tax or otherwise) on the Purchasers, the Purchasers’ Group, the Group or the Business when compared to the Inter-Company Balances Steps prior to any proposed Inter-Company Balances Steps Plan Change. For the avoidance of doubt: (A) any amendments to the Inter-Company Balances Steps to reflect the actual position of any payables or receivables as at the relevant time will not be considered an Inter-Company Balances Steps Plan Change that requires the Purchasers’ prior written consent under this clause 4.13; and (B) the parties agree and acknowledge that Inter-Company Balances shall only be settled pursuant to clause 7 (Completion Accounts, Inter-Company Payables and Inter-Company Receivables) in the event of a breach of this covenant.

Consideration

The consideration for the purchase of the Shares shall be the sum of:

one hundred and ninety million US dollars ($190,000,000) (the “Purchase Price”);

plus an amount equal to the Net External Cash Balance (it being acknowledged that such amount may be a positive or negative number);

plus an amount equal to the Net Working Capital less the Net Working Capital Reference Amount (it being acknowledged that such amount may be a positive or negative number);

plus an amount equal to the Net Inter-Company Receivables (it being acknowledged that such amount may be nil, or a positive or negative number) if any; and

less, only in a Bridge Scenario, an amount equal to the aggregate amount of any Leakage,

The Consideration shall be calculated and paid in accordance with:

clause 6 (Completion) and Schedule 3 (Completion arrangements); and

clause 7 (Completion Accounts, Inter-Company Payables and Inter-Company Receivables) and Schedule 8 (Completion Accounts).

The Consideration shall be allocated in accordance with the percentages set out in column 6 of the table in Schedule 1 (Ownership of the Shares):

provided that the percentage of the Consideration allocated to the Shares in accordance with Schedule 1 (Ownership of the Shares) shall be subject to such adjustments (if any) as the Sellers and the Purchasers (each acting reasonably and in good faith) agree to reflect the amount of the Net External Cash Balance, the Net Working Capital and/or the Net Inter-Company Receivables (as applicable) attributable to each of the Targets; and

subject to any other adjustment thereto in accordance with the terms of this Agreement.

Any payment made by a party under this Agreement (so far as possible, and excluding any payment made pursuant to clause 4.13, clause 7.2, clause 7.3, paragraph 1 of Part B of Schedule 3 (Completion arrangements) and paragraph 16 of Part A of Schedule 8) be treated as an adjustment, to the extent of the payment, to the consideration for:

the relevant Shares to which the payment relates (if any);

if the payment relates to more than one Target, the Shares in each of the Targets pro rata to the Consideration allocated to the Shares in such Targets in accordance with Schedule 1 (Ownership of the Shares); or

if the payment does not relate to any particular Target, the Shares in both of the Targets pro rata to the allocation of Consideration in accordance with Schedule 1 (Ownership of the Shares).

Any payment due and payable by a party under this Agreement shall be made in immediately available funds in US dollars without any set-off, restriction or condition and without any deduction or withholding (save only as may be required by law or as may be provided for in this Agreement) by telegraphic transfer to the Purchasers’ Bank Account or the Sellers’ Bank Account (as the case may be).

Completion

Subject to clauses 3.3, 3.5, 3.6 and 3.9, Completion shall take place at midday on the Scheduled Completion Date at the offices of the Sellers’ Solicitors at One Bunhill Row, London, EC1Y 8YY (or at such location or on such date as is otherwise agreed in writing between the Purchasers’ Representative and the Sellers’ Representative).

No later than five (5) Business Days prior to Completion, the Sellers’ Representative shall notify the Purchasers’ Representative of the:

Estimated External Cash Value;

Estimated External Debt Value;

Estimated Net External Cash Balance;

Estimated Net Working Capital;

Estimated Inter-Company Receivables (if any);

Estimated Inter-Company Payables (if any);

Estimated Net Inter-Company Receivables (if any);

only in a Bridge Scenario, known Leakage (if any);

the amount payable by the Purchasers at Completion (the “Completion Payment”), being an amount calculated as follows:

the Purchase Price;

plus an amount equal to the Estimated Net External Cash Balance (it being acknowledged that such amount may be a positive or negative number);

plus an amount equal to the Estimated Net Working Capital less the Net Working Capital Reference Amount (it being acknowledged that such amount shall be added if it is positive or deducted if it is negative);

plus an amount equal to the Estimated Net Inter-Company Receivables (it being acknowledged that such amount may be nil, or a positive or negative number); and

only in a Bridge Scenario, less an amount equal to the known Leakage (if any),

At Completion the Sellers shall do those things listed in Part A of Schedule 3 (Completion arrangements) and the Purchasers shall do those things listed in Part B of Schedule 3 (Completion arrangements). Completion shall take place in accordance with Part C of Schedule 3 (Completion arrangements).

On Completion, each of the Purchasers and the Sellers shall comply with their respective obligations under clause 7 (Completion Accounts, Inter-Company Payables and Inter-Company Receivables) provided that the parties agree that, on Completion, the amount of any payments due from the Purchasers to the Sellers in respect of the Completion Payment and the Estimated Inter-Company Payables, and the amount of any payment due from the Sellers to the Purchasers in respect of the Estimated Inter-Company Receivables, shall be netted off against each other, such that a single payment shall be made by the Purchasers to the Sellers in accordance with paragraph 1 of Part B of Schedule 3 (Completion arrangements) in respect of the net amount so payable.

Neither the Purchasers nor the Sellers shall be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously.

Without prejudice to clause 3 (Conditions), if Completion does not take place on the Scheduled Completion Date because any of the Sellers’ obligations listed in Part A of Schedule 3 (Completion arrangements) or the Purchasers obligations listed in Part B of Schedule 3 (Completion arrangements) are not complied with, the Purchasers’ Representative (in the case of non-compliance by the Sellers) or, as the case may be, the Sellers’ Representative (in the case of non-compliance by the Purchasers) may (in each case without prejudice to its right to enforce the terms of this Agreement against the non-compliant party):

subject to clause 3.10 and clause 3.11, defer Completion by a period of not more than twenty (20) Business Days, provided that Completion must be the final day of the calendar month (and the provisions of this clause 6 shall apply to Completion as so deferred);

waive all or any of the requirements referred to in clause 6.6 at its discretion (subject to specifying any later date by which the Purchasers or the Sellers, as relevant, shall be obliged to complete its/their relevant outstanding Sellers’ obligations or Purchasers’ obligations referred to in clause 6.6 as relevant) and proceed to Completion as far as practicable (without limiting its rights under this Agreement, and subject to clause 3.11); or

subject to Completion having first been deferred at least once pursuant to clause 6.6, terminate this Agreement by notice in writing to the other.

If this Agreement is terminated in accordance with clause 6.6(C) (and without limiting any party’s right to claim damages), all obligations of the parties under this Agreement shall end (except for the Surviving Provisions) but (for the avoidance of doubt) all rights, remedies, obligations and liabilities of the parties which have accrued before termination shall continue to exist.

Payment by electronic transfer of immediately available funds by or on behalf of the Purchasers of the amount stated in clause 5 (Consideration) in accordance with paragraph 1 of Part B of Schedule 3 (Completion arrangements) shall constitute payment of the consideration for the relevant Shares and shall discharge the obligations of the Purchasers under clause 2 (Sale and purchase).

Subject to clause 6.10, if the Purchasers fail to pay the amount stated in clause 5 (Consideration) or, if applicable, the Sellers fail to pay any amount owed pursuant to paragraph 16 of Part A of Schedule 8 (Completion Accounts) or clause 6.13, on the date it is due and payable under this Agreement (provided that, for the purposes of this clause 6.9, that portion of the Consideration that comprises the Completion Payment shall not be due and payable by the Purchasers unless the Sellers’ have complied with all of the Sellers’ obligations listed in Part A of Schedule 3 (Completion arrangements)), the Purchasers or the Sellers (as applicable) shall, in addition, pay to the Sellers or Purchasers (as applicable) interest on the unpaid portion of such amount in respect of each day from (and including) the due date to (and including) the date of the actual payment at a rate of five per cent (5%) per annum above the Bank of England base rate from time to time, such interest to accrue from day to day and be compounded annually, without prejudice to the Sellers’ or Purchasers’ (as applicable) rights to enforce the terms of this Agreement against the Purchasers or the Sellers (as applicable).

If the Purchasers fail to pay the amount stated in clause 5 (Consideration) or the Sellers fail to pay any amount owed pursuant to paragraph 16 of Part A of Schedule 8 (Completion Accounts) and/or clause 6.13, in each case on the date it is due and payable under this Agreement as a result of a remediable procedural or payment system failure that is overcome within two Business Days of such date by payment in accordance with this Agreement, no interest shall accrue pursuant to clause 6.9.

Subject to clause 6.16, from the Effective Time and until Completion, the Sellers:

undertake to the Purchasers that it will procure that from the Effective Time up to and including Completion, no Leakage shall occur; and

shall notify the Purchasers’ Representative as soon as reasonably practicable upon becoming aware of any Leakage or any breach of clause 6.11(A), stating the nature and the amount of such Leakage (being the “known Leakage” for the purposes of clause 5 and this clause 6), and providing reasonable detail of the matters giving rise to the Leakage and the calculation of the Leakage Adjustment Amount.

Subject to clause 6.16, save for or in respect of known Leakage (if any) which shall be deducted from the Completion Payment pursuant to clause 6.2(I)(v), in the event that, following Completion, the Purchasers become aware of any Leakage, the Purchasers’ Representative may give written notice of such Leakage (the “Leakage Adjustment Notice”) to the Sellers’ Representative, provided such notice is received within eight (8) months from the Completion Date, specifying the nature and amount of such Leakage (the “Leakage Adjustment Amount”). The Leakage Adjustment Notice should include reasonable detail of the matters giving rise to the Leakage and the calculation of the Leakage Adjustment Amount.

Subject to clause 6.16, each Seller hereby jointly and severally covenants, subject to Completion, to pay to the Purchasers on demand within five (5) Business Days an amount equal to the sum of: (i) any Leakage (other than known Leakage (if any) which shall be deducted from the Completion Payment pursuant to clause 6.2(I)(v)); and (ii) the third party costs and expenses reasonably and properly incurred and documented by the Purchasers enforcing their rights pursuant to this clause 6.13 on a $ for $ and after-Tax basis.

Where any Leakage Adjustment Amount payable under clause 6.13 is expressed in a currency other than US dollars, the same shall be translated into US dollars at the prevailing exchange rate applicable to that non-US dollar currency by reference to middle-market rates quoted by FT.com at the opening of business in New York on the date that the relevant Leakage occurred or, if such day is not a Business Day, on the Business Day immediately preceding such day.

A reduction to the Consideration pursuant to clause 5.1(D) and/or a payment under clause 6.13 shall be the sole and exclusive remedies available to the Purchasers arising (directly or directly) in respect of any and all Leakage.

For the avoidance of doubt, clauses 6.11 to 6.15 (inclusive) shall apply in a Bridge Scenario only.

Completion Accounts, Inter-Company Payables and Inter-Company Receivables

Following Completion, the parties will comply with their respective obligations set out in Schedule 8 (Completion Accounts).

At Completion and subject to clause 6.4:

the Purchasers shall procure in accordance with clause 7.2(C) the discharge and repayment by the relevant members of the Group of the Estimated Inter-Company Payables (if any) and shall acknowledge on behalf of the relevant members of the Group the payment, and to that extent the discharge, of the Estimated Inter-Company Receivables paid in accordance with clause 7.2(B);

the Sellers shall procure in accordance with clause 7.2(D) the discharge and repayment by the relevant members of the Retained Group of the Estimated Inter-Company Receivables (if any) and shall acknowledge on behalf of the relevant members of the Retained Group the payment, and to that extent the discharge, of the Estimated Inter-Company Payables paid in accordance with clause 7.2(A);

the Purchasers shall (as agent for the relevant members of the Group) pay to the Sellers (for themselves or, as the case may be, as trustees for the relevant members of the Retained Group) an amount equal to the Estimated Inter-Company Payables; and

the Sellers shall (for themselves or, as the case may be, as agents for the relevant members of the Retained Group) pay to the Purchasers (as trustees for the relevant members of the Group) an amount equal to the Estimated Inter-Company Receivables.

Following agreement, deemed agreement or determination of the Completion Accounts in accordance with Schedule 8 (Completion Accounts):

if the Inter-Company Payables are greater than the Estimated Inter-Company Payables or the Inter-Company Receivables are less than the Estimated Inter-Company Receivables, the Purchasers shall (as agent for the relevant members of the Group) pay the Sellers (for themselves, or, as the case may be, as trustees for the relevant members of the Retained Group), within ten (10) Business Days of such agreement, deemed agreement or determination (as relevant), an amount equal to the difference; and

if the Inter-Company Payables are less than the Estimated Inter-Company Payables or the Inter-Company Receivables are greater than the Estimated Inter-Company Receivables, the Sellers shall (for themselves or, as the case may be, as agents for the relevant members of the Retained Group) pay the Purchasers (as trustee for the relevant members of the Group), within ten (10) Business Days of such agreement, deemed agreement or determination (as relevant), an amount equal to the difference,

For the purposes of clause 7.3:

if there is no matching estimate of an Inter-Company Payable or Inter-Company Receivable, the Estimated Inter-Company Payable or the Estimated Inter-Company Receivable, as relevant, shall be deemed to be zero and the whole amount of that Inter-Company Payable or Inter-Company Receivable, as relevant, shall be payable pursuant to clause 7.3;

if there is no Inter-Company Payable or Inter-Company Receivable to match an Estimated Inter-Company Payable or Estimated Inter-Company Receivable, the Inter-Company Payable or Inter-Company Receivable, as relevant, shall be deemed to be zero and the whole amount of the Estimated Inter-Company Payable or Estimated Inter-Company Receivable, as relevant, shall be repayable pursuant to clause 7.3.

Sellers’ Warranties, indemnities and undertakings

Subject to clause 10 (Purchasers’ remedies and Sellers’ and Sellers’ Guarantor’s limitations on liability), each Seller warrants to the Purchasers (in respect of itself and its Relevant Group only) that each of the Warranties is true, accurate and not misleading at the date of this Agreement by reference to the facts, matters and circumstances subsisting at such date and each Seller (in respect of itself and its Relevant Group only) shall be deemed to warrant to the Purchasers immediately prior to Completion that each of the Warranties (other than the MAC Warranty) is true, accurate and not misleading immediately prior to Completion by reference to the facts and circumstances subsisting immediately prior to Completion and on the basis that any express or implied reference in any such Warranty (other than the MAC Warranty) to the date of this Agreement shall be treated as a reference to the time immediately prior to Completion.

Except in the case of Fraud of any Seller in connection with the giving of any Warranties, representations, covenants, undertakings, indemnities or other statements, each Purchaser acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than as set out in the Share Purchase Documents and acknowledges that none of the Sellers, any member of the Retained Group, any member of the Group nor any of their respective Representatives have given any such warranties, representations, covenants, undertakings, indemnities or other statements.

Each of the Warranties shall be construed as being separate and independent and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty.

Subject to clause 10 (Purchasers’ remedies and Sellers’ and Sellers’ Guarantor’s limitations on liability) and Schedule 6 (Limitations on the Sellers’ and the Sellers’ Guarantor’s liability), the Sellers hereby covenant, subject to Completion, to pay to the Purchasers on demand such amount as would be required to hold and keep the Purchasers and each member of the Group indemnified on a $ for $ and after-Tax basis against any and all losses, liabilities, claims, suits, demands, fines, penalties, awards, judgments, charges, registration fees, actions, proceedings, interest, damages and reasonably incurred third-party costs and expenses incurred by a Purchaser or any member of the Group following Completion arising out of the Active 2023 Dispute (the “Active 2023 Dispute Indemnity”).

Subject to clause 10 (Purchasers’ remedies and Sellers’ and Sellers’ Guarantor’s limitations on liability) and Schedule 6 (Limitations on the Sellers’ and the Sellers’ Guarantor’s liability), the Sellers hereby covenant, subject to Completion, to pay to the Purchasers on demand such amount as would be required to hold and keep the Purchasers and each member of the Group indemnified on a $ for $ and after-Tax basis against any and all losses, liabilities, claims, suits, demands, fines, penalties, awards, judgments, charges, registration fees, actions, proceedings, interest, damages and reasonably incurred third-party costs and expenses incurred by a Purchaser or any member of the Group following Completion arising out of the Active 2025 Dispute (the “Active 2025 Dispute Indemnity”).

Subject to clause 10 (Purchasers’ remedies and Sellers’ and Sellers’ Guarantor’s limitations on liability) and Schedule 6 (Limitations on the Sellers’ and the Sellers’ Guarantor’s liability), the Sellers hereby covenant, subject to Completion, to pay to the Purchasers on demand such amount as would be required to hold and keep the Purchasers and each member of the Group indemnified on a $ for $ and after-Tax basis against any and all fines and penalties and reasonably incurred and documented third-party advisor and consultant costs and expenses incurred by a Purchaser or any member of the Group following Completion arising out of the Environmental Actions to the extent that the aggregate of any such items is greater than the accrual in respect of Environmental Actions as set out in the Pro Forma Balance Sheet (the “Environmental Indemnity”).

Purchasers’ warranties, undertakings and limitations on liability

Each Purchaser warrants to the Sellers that each of that Purchasers’ Warranties is true, accurate and not misleading at the date of this Agreement by reference to the facts, matters and circumstances subsisting at such date and each Purchaser shall be deemed to warrant to the Sellers immediately prior to Completion that each of that Purchasers’ Warranties is true, accurate and not misleading immediately prior to Completion by reference to the facts and circumstances subsisting immediately prior to Completion and on the basis that any express or implied reference in any such Purchasers’ Warranty to the date of this Agreement shall be treated as a reference to the time immediately prior to Completion.

All payments made by the Sellers or the Purchasers under or in connection with this Agreement shall be made gross, free of any deduction or withholding of any kind other than any deduction or withholding required by law.

The liabilities of the Purchasers under or in connection with this Agreement are assumed jointly and severally by each of them. If any liability of one of the Purchasers is, or becomes, illegal, invalid or unenforceable in any respect, that shall not affect or impair the liabilities of the other Purchaser under this Agreement.

No Claim shall be brought against the Purchasers in respect of any Claim under clause 11.3, unless the Sellers’ Representative shall have given to the Purchasers’ Representative written notice of such Claim on or before 11:59 p.m. on the second (2^nd) anniversary of the Completion Date.

Purchasers’ remedies and Sellers’ and Sellers’ Guarantor’s limitations on liability

No liability shall attach to the Sellers or the Sellers’ Guarantor in respect of a Business Warranty Claim and/or a Tax Warranty Claim to the extent that the fact, event, matter or circumstance giving rise to such Warranty Claim had been Disclosed.

No liability shall attach to the Sellers or the Sellers’ Guarantor in respect of any Claims, if and to the extent that the limitations set out in Schedule 6 (Limitations on the Sellers’ and the Sellers’ Guarantor’s liability) apply, provided that nothing in Schedule 6 (Limitations on the Sellers’ and the Sellers’ Guarantor’s liability) shall operate to exclude or limit any liability of the Sellers or the Sellers’ Guarantor or any remedy available to the Purchasers in relation to any Claim against the Sellers or the Sellers’ Guarantor that arises as a result of the Fraud on the part of the Sellers or the Sellers’ Guarantor (or, in the case of Wilful Concealment, those to whom that definition applies).

Each Seller agrees and undertakes that (in the absence of Fraud) it has no rights against and shall not (and shall procure that no other member of the Retained Group shall) make any claim against any employee, director, agent, officer or adviser of any Purchaser, the Purchasers’ Guarantor or any other member of the Purchasers’ Group or against any Representative of any member of the Group whether or not it may have relied on any such person before agreeing to any term of any Share Purchase Document and/or any other agreement or document entered into pursuant to any Share Purchase Document or entering into any Share Purchase Document and/or any such other agreement or document entered into pursuant to any Share Purchase Document. In addition, each Seller agrees and undertakes that (in the absence of Fraud) it has no rights against and shall not make any claim against any director or officer of any member of the Group in their capacity as such in respect of the period prior to Completion and shall procure that no member of the Retained Group makes any such claim.

Restrictions on the Sellers and the Purchasers

Each Seller undertakes that it shall not, and shall procure that each member of the Retained Group shall not, without the prior written consent of the Purchasers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), for a period of twenty-four (24) months from Completion, engage or be directly interested in any business the primary activity of which is to compete with the Business (as at Completion), provided that the restriction in this clause 11.1 shall not preclude or restrict a Seller or any member of the Retained Group from:

holding for investment purposes only not more than five per cent (5)% of any class of the issued share or loan capital of any company quoted on a recognised investment exchange provided that no Seller or any member of the Retained Group is involved in the management of the business of the issuer of the securities other than by the exercise of voting rights attaching to the securities; or

acquiring (whether by means of a share purchase, asset purchase or otherwise) and subsequently carrying on the whole or part of any business provided that (i) the revenues of the acquired business which are attributable to any activity in which the acquired business competes with the Business (as at Completion) are five per cent (5)% or less of the total worldwide revenues of the acquired business and (ii) the Retained Group divests the part of the acquired business that conducts such competing activities; or

carrying out its obligations under the Share Purchase Documents.

Each Seller undertakes that it shall not, and shall procure that each member of the Retained Group shall not, without the prior written consent of the Purchasers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), within twenty-four (24) months after Completion, solicit or entice away from the employment of the Group any Employee except for those who answer a public advertisement or those who are approached when they are no longer employed by the Group.

Each Purchaser undertakes that it shall not, and undertakes to procure that each member of the Purchasers’ Group shall not, without the prior written consent of the Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), within twenty-four (24) months after Completion, solicit or entice away from the employment of the Retained Group any Retained Group Employee, except for those who answer a public advertisement or those who are approached when they are no longer employed by the Retained Group.

Each Seller and each Purchaser agrees that the restrictions contained in this clause 11 are no greater than is reasonable and necessary for the protection of the interests of the Purchasers and the Group (in the case of a Seller) or the Sellers (in the case of the Purchasers) but, if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, then such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.

Each undertaking in this clause 11 constitutes an entirely separate undertaking, each of which is given in consideration of the entry by, in the case of the Sellers, the Purchasers and in the case of the Purchasers, the Sellers, into this Agreement. If one or more of the undertakings is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade, the remaining undertakings shall continue to bind the relevant Sellers or the Purchasers (as applicable).

Each Seller and each Purchaser acknowledge that: (i) no portion of the Consideration will be received or receivable by any Seller or any other person for granting any of the restrictive covenants set forth in this clause 11, (ii) such covenants are integral to this Agreement and are granted by each Seller to maintain or preserve the fair market value of the Shares, and (iii) it is the intention of each Seller and each Purchaser that subsections 56.4(5) and 56.4(7) of the Canadian Income Tax Act (and the corresponding provisions of any applicable law of any province or territory of Canada) apply to such restrictive covenants. Each Purchaser hereby covenants and agrees that, at the request of any Seller, it will make, or cause to be made, such elections, if any, as may be applicable under section 56.4 of the Canadian Income Tax Act (and the corresponding provisions of any applicable law of any province or territory of Canada) in respect of the sale of the Shares contemplated hereunder.

Each Seller and each Purchaser acknowledges that damages may not be an adequate remedy for any breach of the undertakings given by it in this clause 11 and that the Purchasers or the Sellers (as applicable) shall be entitled to seek (in addition to damages) the remedies of injunction, specific performance and any other equitable relief for any threatened or actual breach of such undertakings.

INEOS brand

The Purchasers acknowledge and agree that nothing in this Agreement shall license (other than the limited rights expressly granted pursuant to this clause 12) or transfer, or shall operate as an agreement to license (other than the limited rights expressly granted pursuant to this clause 12) or transfer, any right, title or interest in or to the names “INEOS” or “INEOS Enterprises” or any associated logo or device, or any similar name or mark or any name or mark including any of the foregoing (each a “Seller Brand”). Following Completion the Purchasers shall not, and shall procure that no member of the Purchasers’ Group shall, hold itself out as being part of or in any way connected with the Retained Group (other than as permitted pursuant to clause 12.4, clause 12.5 or, in respect of Agreed Announcements only, clause 29 (Confidentiality)). For the avoidance of doubt, subject to the rights granted pursuant to this clause 12, nothing in this Agreement, nor any prior use of any Seller Brand by any member of the Group, shall prejudice the ability of any member of the Retained Group to enforce any of its trade mark rights.

The Purchasers shall procure that each member of the Group whose corporate name contains the name “INEOS” shall, as soon as reasonably practicable following Completion and in any event within fifteen (15) Business Days of the Completion Date, pass all required resolutions to change its corporate name to a name which does not include any Seller Brand and shall procure the prompt filing thereafter to register a new corporate name with the appropriate court or registry. Upon receipt of confirmation from the appropriate court or registry that such name change has been effected, the Purchasers’ Representative shall promptly provide the Sellers’ Representative with written proof that such name change has been effected.

Neither the Purchasers nor any member of the Purchasers’ Group (including, from Completion, the Group) shall have the right to use any Seller Brand as part of its domain name. Except to the extent a member of the Group is permitted to use, from the Completion Date, any domain name pursuant to, and in accordance with the terms of, the Transitional Services Agreement, the Purchasers shall procure that all members of the Group shall, as soon as reasonably practicable following Completion and in any event within the ten (10) Business Days of the Completion Date, cease the use of such domain name.

The Purchasers shall procure that the Group shall by the last day of the sixth (6^th) month following the Completion Date (such six (6) month period, the “Runoff Period”), destroy or delete all Seller Brands from all assets and materials owned, used or controlled by, or on behalf of, the Group (including any existing stocks, packaging, sales literature, stationery, buildings, signage and vehicles), except that the obligation in this clause 12.4 shall not apply: (i) in respect of executed documents, or copies thereof, in existence prior to Completion; (ii) where removal or destruction is impossible; (iii) in respect of any factual description of the historical affiliation between the Group and the Retained Group, (iv) in

With effect from Completion, each Seller hereby grants, and shall procure the grant by each relevant member of the Retained Group, for the duration of the Runoff Period only, to each member of the Group a limited, non-exclusive, royalty free, non-transferable licence (without the right to sub-license other than if and to the extent the relevant Seller Brand was sub-licensed at or in the eighteen (18) months immediately prior to the Completion Date) to use the Seller Brands on materials (including existing stocks, packaging, sales literature, stationery, buildings, signage and vehicles) existing as at the Completion Date, for the sole purpose of continuing, and to the extent necessary to continue, to use such materials to the same extent and in the same manner to and in which such materials were used by the Group in the eighteen (18) months immediately prior to Completion.

Intellectual Property and Business Information

Each party acknowledges and agrees that nothing in this Agreement shall transfer or license, nor shall operate as an agreement to transfer or license, any right, title or interest in or to any Intellectual Property or rights in Business Information, in each case owned by any member of the Group or any member of the Retained Group, immediately before Completion other than as expressly provided for in this Agreement.

If a member of the Group owns, after Completion, any Intellectual Property or rights in Business Information which in the twelve (12) months prior to Completion related exclusively to the business of the Retained Group, the Purchasers shall procure that such Intellectual Property and/or rights in Business Information are transferred to the Sellers or a company nominated by the Sellers for nominal consideration as soon as practicable after becoming aware of the ownership of such rights and shall, or shall procure that the relevant member of the Group shall, hold such rights on trust for the benefit of the Sellers from Completion until the completion of such transfer.

With effect from Completion, each Seller hereby grants to the Purchasers, and shall procure the grant by each relevant member of the Retained Group to the Purchasers of, a non-exclusive, perpetual, irrevocable, worldwide, assignable, royalty-free licence (with the right to sub-license) of all Intellectual Property (excluding trade marks and rights in software) and rights in Business Information owned by the relevant Seller or a relevant member of the Retained Group at Completion and which was used in the eighteen (18) months prior to Completion by a member of the Group or by any member of the Retained Group in connection with or for the benefit of the Business, for the primary purpose of continuing, and to the extent necessary to continue, to conduct the Business substantially in the manner the Business was conducted in the eighteen (18) months immediately prior to Completion (including any reasonable development thereof, whether in respect of the Business alone or, to the extent reasonably required, in conjunction with the business(es) carried on by the Purchasers’ Group).

Except as expressly provided for in the Share Purchase Documents, the Sellers shall procure the termination (effective from Completion) of all licences of any Intellectual Property or rights in Business Information between (i) the Retained Group and (ii) the Group, in each case without any continuing liability or obligation for the Group and the Retained Group. To the extent that any such termination is not completed by Completion, the Purchasers shall procure that the relevant member(s) of the Group shall provide all reasonable assistance requested by the Sellers in procuring such termination as soon as practicable.

Insurance

The Purchasers acknowledge and agree that the Sellers shall be entitled (at their discretion) to arrange for all insurance provided by the Retained Group in relation to the Group (whether under policies maintained with third party insurers or other members of the Retained Group) (“Retained Group Insurance Policies”) to cease upon Completion.

The Sellers shall, and shall use reasonable efforts to cause each member of the Group and Retained Group to, provide commercially reasonable co-operation to the Purchasers (at the Purchasers’ cost) in connection with the Purchasers’ arrangement of insurance policies for the Group at any time on or prior to the Completion Date. Accordingly, the Sellers shall, upon the Sellers’ Representative being given reasonable notice by the Purchasers’ Representative, procure that (during Working Hours) the Purchasers (at the Purchasers’ cost) are given reasonable access to management of the Group and any of the Group’s sites and/or facilities in connection with arranging insurance policies for the Group.

Without prejudice to clause 14.1, with respect to any event, act or omission relating to any member of the Group that occurred, arose or existed prior to Completion that is covered by a Relevant Retained Group Insurance Policy, the Sellers shall, and shall procure that the relevant members of the Retained Group shall, at the written request of the Purchasers, and at the Purchasers’ cost (including any retention, deductible or excess payable by any member of the Retained Group under any Relevant Retained Group Insurance Policy in respect of any Insurance Claim), use all reasonable endeavours to:

make a new claim under such Relevant Retained Group Insurance Policy and use all reasonable endeavours to pursue and maximise recovery in respect of such claim under the terms of the Relevant Retained Group Insurance Policy; or

pursue and maximise recovery in respect of any claims outstanding as at Completion under the Relevant Retained Group Insurance Policies,

unless, and to the extent that, the losses in respect of which the Insurance Claim may be or has been made (x) have been taken into account in the Completion Accounts; and/or (y) have been recovered by any Purchaser and/or member of the Purchasers’ Group under any Specific Indemnity (including, for the avoidance of doubt, the Active Dispute Indemnities) or otherwise in which case the Sellers and the Retained Group shall be entitled to make, pursue, handle and settle any such Insurance Claim at their direction and the provisions of this clause 14.3 and clause 14.4 shall not apply to such Insurance Claim;

provided that the Sellers should not be obliged to make or pursue any such Insurance Claim (or procure that any such Insurance Claim is made) if and to the extent such Insurance Claim is covered by an insurance policy held by the Purchasers, and to do so would or could reasonably give rise to double insurance concerns that may invalidate any Insurance Claim or any Relevant Retained Group Insurance Policy; and

provided that the Purchasers’ Representative shall provide (and shall procure that any relevant members of the Purchasers’ Group provide) at the Purchasers’ cost, all assistance, information and cooperation reasonably requested by the Sellers or the Sellers’ Representative.

The Purchasers or the relevant Group member (as applicable) shall be entitled to be paid any proceeds actually received under the Relevant Retained Group Insurance Policy in respect of any Insurance Claim:

less any retention, deductible, or excess not already paid or reimbursed by the Purchasers pursuant to clause 14.3 to the extent not reimbursed by the insurer or recoverable by the insured and paid by any member of the Retained Group in respect of such Insurance Claim under any Relevant Retained Group Insurance Policy;

less any Tax that any member of the Retained Group is required to pay on such Insurance Claim proceeds (or any Tax that would have been payable but for the utilisation or set off of any Relief);

less any third party costs suffered or incurred by any member of the Retained Group in seeking recovery from the insurers under any such Relevant Retained Group Insurance Policy in respect of any such Insurance Claim that have not already been compensated by the Purchasers, provided that such costs are reasonable, properly incurred, and documented; and

less, if applicable, any amount paid to any Purchaser, the Group and/or any other member of the Purchasers’ Group under any Active Dispute Indemnity to which the relevant Insurance Claim relates.

Following Completion, the Sellers shall, and shall use reasonable efforts to cause each relevant member of the Retained Group to, provide such cooperation, information and assistance as may be reasonably requested by the Purchasers or the Purchasers’ Representative (at the Purchasers’ cost) in connection with the Purchasers’ arrangement, renewal or placement of insurance policies for the benefit of the Group, including by providing the Purchasers with access to such historical claims data, loss runs, policy information and underwriting information to the extent relating directly to the Group, in each case for the period commencing on 1 August 2016 to the Completion Date

W&I Insurance Policy

The W&I Insurance Costs shall be for the account of the Purchasers who shall be solely responsible for their payment.

The Purchasers further acknowledge that no member of the Retained Group shall owe any duty, responsibility or obligation to assist the Purchasers in relation to:

the satisfaction of the conditions set out in the terms of the policy documents of (or which otherwise apply in respect of) the W&I Insurance Policy; and/or

the Purchasers’ compliance with the terms of the W&I Insurance Policy,

The Purchasers shall procure that the W&I Insurance Policy contains an irrevocable and unconditional waiver by the W&I Insurer of all rights of subrogation against the Sellers, all members of the Retained Group and each of their respective Representatives in relation to any Warranty Claim, except if and to the extent that any Warranty Claim results from or is increased by the Fraud of the Sellers, any members of the Retained Group, or any of their respective Representatives (or, in the case of Wilful Concealment, those to whom that definition applies), together with a provision enabling the Sellers, all members of the Group and the Retained Group and each of their respective Representatives to enforce such waiver.

Each Purchaser:

acknowledges and agrees that neither the Sellers nor the Sellers’ Guarantor shall be liable to pay any excess or retention relating to the W&I Insurance Policy;

acknowledges and agrees that the limitations in Schedule 6 (Limitations on the Sellers’ and the Sellers’ Guarantor’s liability) shall apply notwithstanding any subsequent non-payment under the W&I Insurance Policy or insufficiency or inadequacy of coverage or exclusions, any deductibles agreed under the W&I Insurance Policy, any impairment, defect, invalidity, illegality, unenforceability, expiry, termination or repudiation of the W&I Insurance Policy or insolvency of the underwriters of that policy or for any other reason whatsoever;

shall not agree to any waiver, amendment or variation of the waiver referred to in clause 15.3 (or do anything which has a similar effect) without the prior written consent of the Sellers’ Representative;

shall not novate or otherwise assign its rights with respect to the waiver referred to in clause 15.3 (or do anything which has similar effect) or knowingly do anything which causes such waiver not to have full force and effect under its terms, other than to a person to whom the Purchasers are permitted to assign their rights or benefits under this Agreement pursuant to clause 22 (Purchasers’ Guarantee) provided it procures that such person complies with the provisions of clause 15.3 and clause 15.4(C) as if it were the Purchaser; and

shall, without limitation to any right of the Sellers and the Sellers’ Guarantor separately to enforce such terms, enforce any term in the W&I Insurance Policy under which the W&I Insurer waives its rights to take subrogated action against the Sellers and/or the Sellers’ Guarantor, any member of the Retained Group or their respective Representatives upon the terms set out in the W&I Insurance Policy.

Wrong Pockets

Except to the extent the subject matter of any right or asset is otherwise dealt with separately in this Agreement, if, after Completion, any right or asset (including any Intellectual Property or rights in Business Information) is identified that: (i) was, in the eighteen (18) month period prior to Completion exclusively or primarily used by the Retained Group; and (ii) following Completion remains owned or retained by any member of the Group, the Purchasers shall (unless the Purchasers’ Representative and the Sellers’ Representative have otherwise agreed in writing) procure that such asset or right is transferred to the Sellers or a company nominated by the Sellers for nominal consideration as soon as practicable after becoming aware of the ownership of such asset or right and shall, or shall procure that the relevant member of the Group shall, hold such asset or right on trust for the exclusive benefit and use of the Sellers (or a company nominated by the Sellers) from Completion until the completion of such transfer.

Except to the extent the subject matter of any right or asset is otherwise dealt with separately in this Agreement, if, after Completion, any asset or right (including any Intellectual Property or rights in Business Information but excluding (a) any Intellectual Property in or to any Seller Brand (in respect of which clause 12 (INEOS brand) shall apply) or software or (b) any asset or right provided, or used in the provision of the Services, pursuant to the Transitional Services Agreement) is identified that: (i) was, in the eighteen (18) month period prior to Completion, exclusively or primarily used by the Business; and (ii) following Completion remains owned or retained by the Retained Group (each such asset or right, a “Wrong Pockets Asset”), the Sellers shall (unless the Purchasers’ Representative and the Sellers’ Representative have otherwise agreed in writing) procure that such Wrong Pockets Asset is transferred to a member of the Group nominated by the Purchasers for nominal consideration as soon as practicable after becoming aware of the ownership of such Wrong Pockets Asset and shall, or shall procure that the relevant member of the Retained Group shall, hold such Wrong Pockets Asset on trust for the exclusive benefit and use (without prejudice to clause 16.3) of the Purchasers or a company nominated by the Purchasers from Completion until the completion of such transfer.

With effect from Completion, each Purchaser hereby grants to each Seller, and shall procure the grant by each relevant member of the Group to each Seller of, a non-exclusive, perpetual, irrevocable, worldwide, assignable, royalty-free licence (with the right to sub-license) of all Intellectual Property and rights in Business Information in any Wrong Pocket Asset which was used in the eighteen (18) months prior to Completion by any member of the Retained Group.

Except to the extent the subject matter of any liability and/or obligation is otherwise dealt with separately in this Agreement, if a party is notified or becomes aware after Completion that:

the Retained Group has (prior to or from Completion) assumed or is otherwise responsible for any liability and/or obligation of the Group and/or the Business as at Completion; or

the Group has (prior to or from Completion) assumed or is otherwise responsible for any liability and/or obligation of the Retained Group and/or the Retained Business as at Completion,

Each party shall, and shall procure that each relevant member of the Retained Group and the Purchasers’ Group shall, following Completion:

use reasonable endeavours to identify any right, asset and/or liability (including any Intellectual Property or rights in Business Information) that has been retained by a member of its group but which, in accordance with clause 16.1, clause 16.2 or clause 16.4, should be transferred to the other party’s group; and

promptly (and in any event within ten (10) Business Days of becoming aware of the existence of any such right, asset or liability) give written notice to the other parties of: (i) the nature and description of such right, asset or liability; (ii) the entity within the Retained Group or the Purchasers’ Group (as applicable) that owns or retains such right, asset or liability; and (iii) such further details as the Sellers’ Representative or the Purchasers’ Representative (as applicable) may reasonably require in order to effect the transfer of such right, asset or liability; and

cooperate in good faith with the other parties to effect the transfer of any such right, asset or liability in accordance with clause 16.1, clause 16.2 or clause 16.4 (as applicable) as soon as reasonably practicable following delivery of such notice.

The obligations in clauses 16.1, 16.2, 16.4 and 16.5 shall continue for a period of twenty-four (24) months following Completion, provided that any transfer obligation arising under clause 16.1, clause 16.2 or clause 16.4 in respect of a right, asset and/or liability notified prior to the expiry of such period shall survive until completed.

The parties shall each provide such assistance to the others as may be reasonably required to give effect to this clause 16 (Wrong Pockets).

Tax matters

The provisions of Schedule 9 (Tax matters) shall apply in respect of Tax, as set out therein, with effect from Completion.

At any time on or after the date of this Agreement, each Purchaser shall be entitled to cause an election to be made under section 338(g) of the Code with respect to the acquisition of the Canadian Target (the “338 Election”) without first obtaining the written consent of the Sellers and/or any other member of the Retained Group or the Group to such an action. To the extent each Purchaser determines (in its sole discretion), to effect a 338 Election, the Sellers will co-operate (and will procure that each member of the Group and the Retained Group will cooperate) as necessary to effect such 338 Election (including, but not limited to, timely completing, executing and filing any applicable Tax Returns required to be made in connection with making a valid 338 Election, including IRS Form 8023, or any successor form (the “Section 338 Forms”)) and the parties shall prepare a “Tax Allocation” in accordance with clause 17.3. To the extent a Purchaser chooses to effect the 338 Election, all Tax Returns will be prepared and filed consistently with the Section 338 Forms, and the applicable Seller, Purchasers, and the Canadian Target will report the acquisition by the Purchasers consistent with such Section 338 Election and will not take a position contrary thereto or inconsistent therewith in any Tax Return, any discussion with or Tax proceeding before any Tax authority, or otherwise for Tax purposes, unless required to do so by a “determination” within the meaning of Section 1313(a)(1) of the Code (and similar provisions of state, local and non-U.S. law).

To the extent each Purchaser makes one or more 338 Elections pursuant to clause 17.2, the relevant Purchaser shall send a draft to the relevant Seller of an allocation of the Consideration (and any other amounts treated as purchase price for applicable U.S. federal income tax purposes) among the assets of the applicable members of the Group (such allocation, as finalized pursuant to this clause 17.3, the “Tax PP Allocation”). The Tax PP Allocation will be in accordance with Schedule 1 (Ownership of the Shares), clause 5 (Consideration), Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the principles set forth in the Purchase Price Allocation Methodology at Attachment 3. If the relevant Seller does not provide the relevant Purchaser any comments to the draft Tax PP Allocation within thirty (30) days of receipt, then the draft Tax PP Allocation shall become final. If the relevant Seller does provide the relevant Purchaser with any comments to the draft Tax PP Allocation within thirty (30) days of receipt, then the relevant Purchaser shall consider such comments in good faith, and the parties shall reasonably cooperate to resolve any dispute with respect to the draft Tax PP Allocation. If the parties are unable to resolve such dispute within ten (10) days, the parties shall appoint an internationally recognized accounting firm, mutually acceptable to each of the relevant Seller and the relevant Purchaser, to resolve such dispute, which resolution will be final and binding on the parties. The cost of such

Access

For a period of seven (7) years from Completion or until the expiry of any relevant statute of limitation for Tax assessment purposes (whichever is longer), but subject to clause 18.3, the Purchasers shall make available to each member of the Retained Group any Books and Records of the Group (or, if practicable, the relevant parts of those Books and Records) which are required by any member of the Retained Group for the purpose of dealing with its Tax, legal, accounting and insurance affairs, the determination of any Leakage Adjustment Amount (in the event of a Bridge Scenario only) and/or compliance with any regulatory, audit or statutory duty or pre-existing contractual obligation (being, in this clause 18.1, the “purpose”) and, accordingly, the Purchasers shall, upon being given reasonable notice by the member of the Retained Group and subject to the relevant member of the Retained Group giving such undertaking as to confidentiality as the Purchasers shall reasonably require (provided that such undertaking does not defeat the purpose for which access is requested), procure that such Books and Records are made available to the relevant member of the Retained Group for inspection (during Working Hours) and copying (at the relevant member of the Retained Group’s expense) for and only to the extent necessary for such purpose. The Sellers shall (and shall procure that each relevant member of the Retained Group shall) treat and keep all Book and Records (or parts thereof) that are made available to it pursuant to this clause 18.1, as secret and confidential and shall not, without the prior written consent of the Purchasers (or any other member of the Purchasers’ Group) (such consent not to be unreasonably withheld or delayed), directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) any Books and Records (or parts thereof) to any other person other than for and only to the extent necessary for such purpose (and provided that each such person has a duty to keep such Books and Records (or parts thereof) confidential on terms no less stringent than this clause 18.1).

For a period of seven (7) years from Completion or until the expiry of any relevant statute of limitation for Tax assessment purposes (whichever is longer), but subject to clause 18.3, and subject to compliance with applicable Privacy Obligations, the Sellers shall make available to each member of the Purchasers’ Group any Books and Records of the Retained Group (or, if practicable, the relevant parts of those Books and Records) to the extent that they relate to the Business as at Completion and which are required by a Purchaser for the purpose of dealing with its Tax, legal, accounting and insurance affairs, the determination of any Leakage Adjustment Amount (in the event of a Bridge Scenario only) and/or compliance with any regulatory, audit or statutory duty or pre-existing contractual obligation (being, in this clause 18.2 the “purpose”) and, accordingly, the Sellers shall, upon the Sellers’ Representative being given reasonable notice by the Purchasers’ Representative and subject to the Purchasers giving such undertaking as to confidentiality as the Sellers shall reasonably require (provided that such undertaking does not defeat the purpose for which access is requested), procure that such Books and Records are made available to the Purchasers or the Purchasers’ Representative for

The Purchasers and the Sellers shall be permitted to redact from any Books and Records accessed by the Retained Group pursuant to clause 18.1 or the Purchasers’ Group pursuant to clause 18.2 (as applicable) information that is commercially or competitively sensitive, that is subject to legal professional privilege or to which the Purchasers’ Group or the Retained Group (as applicable) are restricted or prevented from providing access by reason of applicable law.

Effect of Completion

Remedies and waivers

Except as provided in Schedule 6 (Limitations on the Sellers’ and the Sellers’ Guarantor’s liability), no delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents referred to in it shall:

affect that right, power or remedy; or

operate as a waiver of it.

Except as provided in Schedule 6 (Limitations on the Sellers’ and the Sellers’ Guarantor’s liability), the single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not, unless otherwise expressly stated, preclude any other or further exercise of it or the exercise of any other right, power or remedy.

Except for the termination rights specified in this Agreement, neither the Purchasers nor the Sellers shall be entitled to terminate or rescind this Agreement.

Sellers’ Guarantee

In consideration of the Purchasers agreeing to purchase and the Sellers agreeing to sell the Shares on the terms set out in this Agreement and the related benefit to the Sellers’ Guarantor, the Sellers’ Guarantor hereby unconditionally and irrevocably guarantees to each Purchaser the due and punctual performance and observance by the Sellers of each of their obligations, commitments and undertakings under or pursuant to the Share Purchase Documents (other than the Transitional Services Agreement) (the “Relevant Share Purchase Documents”), including, for the avoidance of doubt, (i) any obligation of the Sellers to pay any amounts pursuant to Schedule 8 and (ii) any Specific Indemnity Claim, Leakage Claim or Fundamental Warranty Claim against the Sellers howsoever arising under any Relevant Share Purchase Document. The liability of the Sellers’ Guarantor under this Agreement shall not be released or diminished by any variation of the terms of the Relevant Share Purchase Documents or any agreement which the Purchasers may make with any Seller or any other person which (but for this clause 21.1) might operate to diminish or discharge the liability of or otherwise provide a defence to surety (whether or not agreed by the Sellers’ Guarantor), or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. The Sellers’ Guarantor’s obligations under this clause 21 are primary obligations and not those of a mere surety.

If and whenever any Seller defaults for any reason whatsoever in the performance of any obligation, commitment or undertaking undertaken under or pursuant to the Relevant Share Purchase Documents, the Sellers’ Guarantor shall forthwith upon demand by the Purchasers unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made in the manner prescribed by the Relevant Share Purchase Document (including paying to the Purchasers from time to time on demand any sum of money which a Seller is at any time liable to pay to the Purchasers under or pursuant to any Relevant Share Purchase Document and which has not been paid at the time the demand is made in such amount as is necessary to ensure that the Purchasers receive the same after-Tax amount as if the relevant amount had been paid by the Sellers) and so that the same benefits shall be conferred on the Purchasers as would have been received if such obligation, commitment or undertaking had been duly performed and satisfied by the relevant Seller.

The guarantee is to be a continuing guarantee and accordingly is to remain in force until all the obligations of the Sellers shall have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of each Relevant Share Purchase Document and notwithstanding the insolvency, bankruptcy, winding-up, liquidation, dissolution or analogous proceedings or other incapacity of any Seller or any change in their status, control or ownership thereof and the Sellers’ Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clauses 21.1 and 21.2 irrevocably and unconditionally agrees to indemnify (and keep indemnified) the Purchasers on an after-Tax basis on demand against any loss, liability or cost incurred by the Purchasers: (i) arising out of, or in connection with, the enforcement of this clause 21; (ii) arising out of, or in connection with, any failure of any Seller to perform or discharge any of its obligations, commitments and undertakings under the Relevant Share Purchase Document; and (iii) as a result of any obligation of a Seller or the Sellers’ Guarantor referred to in this clause 21 being or becoming void, voidable or unenforceable as against such Seller or the Sellers’ Guarantor for any reason whatsoever. The loss, liability or cost shall be equal to the amount which the Purchasers would otherwise have been entitled to recover from such Seller. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Purchasers may now or after the date of this Agreement have or hold for the performance and observance of the obligations, commitments and undertakings of that Seller under the Relevant Share Purchase Documents.

As a separate and independent stipulation, the Sellers’ Guarantor agrees that any obligation, commitment or undertaking undertaken by the Sellers which may not be enforceable against or recoverable from any Seller by reason of any legal limitation, disability or incapacity on or of the relevant Seller or any fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Sellers’ Guarantor as though the same had been incurred by the Sellers’ Guarantor and the Sellers’ Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Sellers’ Guarantor on demand.

In the event of a partial performance or observation by a Seller of its obligations, commitments and undertakings under or pursuant to the Relevant Share Purchase Documents, the Sellers’ Guarantor’s liabilities under this clause 21 shall only be deemed to be satisfied or discharged to the extent of such partial performance or observation, and shall otherwise be continuing.

So long as a Seller is under an actual or contingent obligation under any Relevant Share Purchase Document the Sellers’ Guarantor shall not exercise a right which it may at any time have by reason of the performance of its obligations under clauses 21.1, 21.2 and 21.3 to be indemnified by such Seller, to claim a contribution from another surety of such Seller’s obligations or to take the benefit (wholly or partly and by way of subrogation or otherwise) of any of such Seller’s or a Purchaser’s rights under any Relevant Share Purchase Document or of any other security taken by such Seller in connection with any Relevant Share Purchase Document.

The Sellers’ Guarantor waives any right it may have of first requiring the Purchasers (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Sellers’ Guarantor under this clause 21.

Subject to clause 10 (Purchasers’ remedies and Sellers’ limitations on liability), the Sellers’ Guarantor warrants to the Purchasers that each of the Warranties in paragraphs 1.3, 1.4, 1.5, 1.6, 1.8 and 30 of Schedule 4 (Sellers’ Warranties) is true, accurate and not misleading at the date of this Agreement and immediately prior to Completion, in each case, by reference to the facts, matters and circumstances subsisting at such date and as if references therein to “each Seller” were to “the Sellers’ Guarantor”.

If, following Completion:

the annual audited accounts of the Sellers’ Guarantor in respect of any accounting reference period after Completion show net assets of less than USD 250,000,000 (two hundred and fifty million dollars); and

the Sellers’ Guarantor has outstanding liabilities and obligations under this clause 21,

a replacement guarantor assumes the obligations of the Sellers’ Guarantor under the Relevant Share Purchase Documents, in substitution for the Sellers’ Guarantor; and

such replacement guarantor is an entity within the Retained Group with net assets of at least USD 250,000,000 (two hundred and fifty million dollars) by reference to that entity’s most recent published accounts; and

the Sellers’ Guarantor shall not be released from its obligations under this Agreement until such replacement guarantor has assumed such obligations by adhering to the terms of this Agreement.

Purchasers’ Guarantee

In consideration of the Sellers’ agreeing to sell the Shares on the terms set out in this Agreement, the Purchasers’ Guarantor hereby unconditionally and irrevocably guarantees to each Seller the due and punctual performance and observance by the Purchasers of each of their obligations, commitments and undertakings to make payment of the Consideration to the Sellers under this Agreement (including the obligations, commitments and undertakings of the Purchasers under clause 5 (Consideration), clause 6 (Completion) (including, for the avoidance of doubt, in respect of interest for late payment under clause 6.9), clause 7 (Completion Accounts, Inter-Company Payables and Inter-Company Receivables), Part B of Schedule 3 (Completion arrangements) and Schedule 8 (Completion Accounts)) (the “Purchasers’ Guaranteed Obligations”). The liability of the Purchasers’ Guarantor under this Agreement shall not be released or diminished by any variation of the terms of any Relevant Share Purchase Document or any agreement which the Purchasers may make with any Seller or any other person which (but for this clause 22.1) might operate to diminish or discharge the liability of or otherwise provide a defence to surety (whether or not agreed by the Purchasers’ Guarantor), or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. The Purchasers’ Guarantee obligations under this clause 22 are primary obligations and not those of a mere surety.

If and whenever any Purchaser defaults for any reason whatsoever in the performance of the Purchasers’ Guaranteed Obligations, the Purchasers’ Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) such Purchasers’ Guaranteed Obligation in regard to which such default has been made in the manner prescribed by this Agreement, including, for the avoidance of doubt, paying to the Sellers on an after-Tax basis from time to time on demand any part of the Consideration (including, for the avoidance of doubt, any interest thereon pursuant to clause 6.9 or otherwise) that a Purchaser is at any time liable to pay to the Sellers under or pursuant to this Agreement and which has not been paid at the time the demand is made in such amount as is necessary to ensure that the Sellers receive the same after-Tax amount as if the relevant amount had been paid by the relevant Purchaser and so that the same benefits shall be conferred on the Sellers as would have been received if such Purchasers’ Guaranteed Obligations had been duly performed and satisfied by the relevant Purchaser.

The guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Purchasers’ Guaranteed Obligations have been performed or satisfied regardless of the legality, validity or enforceability of any provisions of each Relevant Share Purchase Document and notwithstanding the insolvency, bankruptcy, winding-up, liquidation, dissolution or analogous proceedings or other incapacity of any Purchaser or any change in their status, control or ownership thereof and the Purchasers’ Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clauses 22.1 and 22.2 irrevocably and unconditionally agrees to indemnify (and keep indemnified) the Sellers on an after-Tax basis on demand against any loss, liability or cost incurred by the Purchasers: (i) arising out of, or in connection with, the enforcement of this clause 22; (ii) arising out of, or in connection with, any failure of any Purchaser to perform or discharge any of the Purchasers’ Guaranteed Obligations; and (iii) as a result of any obligation of a Purchaser or the Purchasers’ Guarantors referred to in this clause 22.3 being or becoming void, voidable or unenforceable as against such Purchaser or the Purchasers’ Guarantors for any reason whatsoever. The loss, liability or cost shall be equal to the amount which the Sellers would otherwise have been entitled to recover from such Purchaser in respect of the Purchasers’ Guaranteed Obligations. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Sellers may now or after the date of this Agreement have or hold for the performance and observance of the obligations, commitments and undertakings of that Purchaser under the Relevant Share Purchase Documents.

As a separate and independent stipulation, the Purchasers’ Guarantor agrees that any Purchasers’ Guaranteed Obligations which may not be enforceable against or recoverable from any Purchaser by reason of any legal limitation, disability or incapacity on or of the relevant Purchaser or any fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Purchasers’ Guarantor as though the same had been incurred by the Purchasers’ Guarantor and the Purchasers’ Guarantor were the sole or principal obligor in respect thereof and shall be paid by the Purchasers’ Guarantor on demand.

In the event of a partial performance or observation by a Purchaser of its Purchasers’ Guaranteed Obligations, the Purchasers’ Guarantor’s liabilities under this clause 22 shall only be deemed to be satisfied or discharged to the extent of such partial performance or observation, and shall otherwise be continuing.

So long as a Purchaser is under an actual or contingent Purchasers’ Guaranteed Obligation, the Purchasers’ Guarantor shall not exercise a right which it may at any time have by reason of the performance of its obligations under clauses 22.1, 22.2 and 22.4 to be indemnified by such Purchaser, to claim a contribution from another surety of such Purchaser’s obligations or to take the benefit (wholly or partly and by way of subrogation or otherwise) of any of such Sellers’ or a Purchaser’s rights under any Relevant Share Purchase Document or of any other security taken by such Purchaser in connection with any Relevant Share Purchase Document.

The Purchasers’ Guarantor waives any right it may have of first requiring the Sellers (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Purchasers’ Guarantor under this clause 22.

The Purchasers’ Guarantor warrants to the Sellers that each of the Purchasers’ Warranties in paragraphs 1.2, 1.3, 1.4, 2 and 4 of Schedule 5 (Purchasers’ Warranties) are true, accurate and not misleading at the date of this Agreement and immediately prior to Completion, in each case, by reference to the facts, matters and circumstances subsisting at such date and as if references therein to “the Purchasers” “the Purchaser” or “any Purchaser” were to “the Purchasers’ Guarantor”.

Assignment

None of the parties (including the Sellers’ Guarantor and the Purchasers’ Guarantor) shall assign, or purport to assign, all or any part of the benefit of, or its rights or benefits under, this Agreement (together with any causes of action arising in connection with any of them) without the prior written consent of the Sellers’ Representative (in the case of the Purchasers and the Purchasers’ Guarantor) or the Purchasers’ Representative (in the case of the Sellers and the Sellers’ Guarantor) except that no consent shall be required in the case of an assignment by:

any Seller, to any member of the Retained Group; or the Purchasers, to any member of the Purchasers’ Group, provided however that if any such assignee were to cease to be a member of the Retained Group or a member of the Purchasers’ Group (as relevant), that party shall procure that prior to the assignee ceasing to be so, such assignee reassigns to that party so much of the rights and benefits under this Agreement as have been assigned to it; or

any Purchaser to any Debt Financing Source by way of security for the purposes of securing the Debt Financing,

No party shall make a declaration of trust in respect of, or enter into any arrangement whereby it agrees to hold in trust for any other person all or any part of the benefit of, or its rights or benefits under, this Agreement.

No party shall sub-contract or enter into any arrangement whereby another person is to perform any or all of its obligations under this Agreement.

Further assurance

Entire agreement and Variations

The Share Purchase Documents constitute the whole and only agreement between the parties relating to the sale and purchase of the Shares and supersede any prior drafts, agreements or arrangements of any nature between the parties relating to the subject matter of the Share Purchase Documents.

Each party acknowledges and agrees that:

in entering into the Share Purchase Documents it is not relying upon any pre- contractual statement which is not expressly repeated in this Agreement;

it shall have no right of action against any other party arising out of or in connection with any pre-contractual statement except to the extent that it is expressly repeated in the Warranties;

except as otherwise expressly provided for in the Share Purchase Documents, its only right or remedy in connection with the Share Purchase Documents shall be for breach of contract to the exclusion of all other rights and remedies, (including, for the avoidance of doubt, those for misrepresentation (whether made prior to or in the Share Purchase Documents)), except in connection with the obligations under clause 30 (Confidentiality), where injunctive relief may also be available and clause 10.2 where the remedies of injunction, specific performance and any other equitable relief may also be available;

except as otherwise expressly set out in the Share Purchase Documents, all warranties implied by law in any jurisdiction (whether by statute, or otherwise) in relation to the sale of the Shares are excluded to the fullest extent permitted by law, or if incapable of exclusion, any rights or remedies in relation to them are irrevocably waived; and

nothing in this clause 25.2 shall exclude or limit any liability for Fraud.

For the purposes of this clause 25, “pre-contractual statement” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of the Share Purchase Documents made or given by any person at any time prior to the date of this Agreement.

This Agreement may only be varied in writing signed by each of the parties. For this purpose, a variation to this Agreement shall include any addition, deletion, supplement or replacement, howsoever effected.

Notices

Except where expressly stated otherwise, a notice under this Agreement shall only be effective if it is in writing. E-mail is permitted.

Notices under this Agreement shall be sent to a party at its address and for the attention of the individual set out below:

Party

Address

Name and title of individual

E-mail address

Jeffrey Roberts (VP, Legal – INEOS Enterprises)

Copy to:

Rob Mace and Sally Wokes

[***]

Copy to:

[***]
[***]

US Purchaser and Canadian Purchaser and Purchasers’ Guarantor

(represented by the Purchasers’ Representative)

Ecovyst Inc.

600 Lee Road,

Suite 200, Wayne, PA 19087

Attention: Joseph S. Koscinski (CAO & Vice General Counsel)

Copy to (which shall not constitute notice):

Attention: Marnie S. Schock

Babst Calland Clement and Zomnir, PC

Two Gateway Center,

603 Stanwix Street, STE 600

Pittsburgh, PA 15222

and

Attention: David Dowling

Ropes & Gray International LLP

60 Ludgate Hill

London, EC4M 7AW

United Kingdom

[***]

Copy to (which shall not constitute notice):

Marnie S. Schock

[***]

and

David Dowling

[***]

Any notice given under this Agreement shall, in the absence of earlier receipt, be deemed to have been duly given as follows:

if delivered personally, on delivery;

if sent by first class inland post, two (2) clear Business Days after the date of posting;

if sent by airmail, six (6) clear Business Days after the date of posting; and

if sent by e-mail, when sent, provided that the relevant e-mail has been sent to the correct e-mail address and no notice of delivery failure has been received by the sender.

Any notice given under this Agreement outside Working Hours in the country in which the physical address of the addressee of the notice (as listed in clause 26.2) is situated shall be deemed not to have been given until the start of the next period of Working Hours in such place.

The provisions of this clause 26 shall not apply in relation to the service of Service Documents.

Sellers’ and Purchasers’ Representatives

The Sellers’ Representative shall have full authority to bind the Sellers and the Sellers’ Guarantor for the purposes of the Share Purchase Documents and signature of this Agreement by the Sellers and the Sellers’ Guarantor constitutes their warranty that the Sellers’ Representative is so authorised to act on their behalf and that they shall be bound by any steps or actions taken or any agreement entered into by the Sellers’ Representative acting in accordance with this Agreement.

The Purchasers and the Purchasers’ Guarantor shall be entitled to rely on the exercise of the powers and authorities conferred on the Sellers’ Representative under this clause 27 as if the relevant Seller(s) and/or the Sellers’ Guarantor are exercising such powers and authorities.

The Purchasers’ Representative shall have full authority to bind the Purchasers and the Purchasers’ Guarantor for the purposes of the Share Purchase Documents and signature of this Agreement by the Purchasers and the Purchasers’ Guarantor constitutes their warranty that the Purchasers’ Representative is so authorised to act on their behalf and that they shall be bound by any steps or actions taken or any agreement entered into by the Purchasers’ Representative acting in accordance with this Agreement.

The Sellers and the Sellers’ Guarantor shall be entitled to rely on the exercise of the powers and authorities conferred on the Purchasers’ Representative under this clause 27.4 as if the relevant Purchaser(s) and/or the Purchasers’ Guarantor are exercising such powers and authorities.

Sellers’ several liability

The obligations of the Sellers under the Share Purchase Documents shall be several and not joint obligations.

Announcements

Subject to clauses 29.2 and 29.3, no announcement concerning the sale of the Shares or any ancillary matter shall be made by any party, and no party shall permit or procure to be made or solicit or assist any other person to make such announcement, without the prior written consent of the other party (being in the case of the Sellers and the Sellers’ Guarantor, the Sellers’ Representative and, in the case of the Purchasers and the Purchasers’ Guarantor, the Purchasers’ Representative), such approval not to be unreasonably withheld or delayed.

The parties agree that, promptly following the date of this Agreement (and in any event no later than the date and time specified in the relevant Agreed Announcement), the Sellers and the Purchasers may each procure the release of an announcement in the Agreed Form (an “Agreed Announcement” and together the “Agreed Announcements”).

Notwithstanding clause 29.1, a party may make an announcement concerning the sale of the Shares or any ancillary matter if required by:

applicable law or regulation of any relevant jurisdiction or for the purposes of any Proceedings (including the publication of a form 8-K disclosure appending a copy of this Agreement by the Purchasers Guarantor in respect of the Transaction, adapted to remove certain information as agreed between the parties); or

the rules of any securities exchange or regulatory or governmental body or any Tax Authority to which that party is subject or submits, wherever situated, whether or not the requirement has the force of law,

The restrictions contained in this clause 29 shall continue to apply after Completion or the termination of this Agreement without limit in time.

Confidentiality

Subject to clause 29 (Announcements) and clause 30.2:

each party shall treat, and shall procure that its respective Affiliates shall treat, as confidential and not disclose or use any information received or obtained as a result of negotiating, entering into or performing the Share Purchase Documents which relates to:

the provisions of the Share Purchase Documents; or

the negotiations relating to the Share Purchase Documents;

the Purchasers shall treat, and shall procure that each member of the Purchasers’ Group shall treat, as confidential and not disclose or use any information concerning any member of the Retained Group (including prior to Completion the Group) obtained or received as a result of the negotiation and entering into of the Share Purchase Documents; and

the Sellers shall treat, and shall procure that each member of the Retained Group shall treat, as confidential and not disclose or use any information (i) obtained or received concerning any member of the Purchasers’ Group as a result of the negotiation and entering into of the Share Purchase Documents and (ii) retained after Completion exclusively concerning the Group,

Notwithstanding the provisions of clause 30.1, a party may disclose or use any such confidential information if and to the extent:

such disclosure is made to its Affiliates, on the basis that the disclosing party is responsible for any breach by the same of this clause 30 as if such Affiliate were a party to this Agreement in place of the relevant party;

required by applicable law of any relevant jurisdiction or for the purposes of any Proceedings;

required or requested by any securities exchange or regulatory or governmental body or any Tax Authority to which that party is subject, wherever situated, whether or not the requirement or request for information has the force of law;

such disclosure is made by sharing such information on a confidential basis with a Tax Authority in the course of dealing with its Tax affairs or the Tax affairs of any member of its group;

required to vest the full benefit of any Share Purchase Document in that party;

the disclosure is made to such party’s or any of such party’s Affiliates’ professional advisers, auditors and bankers (including, in respect of the Purchasers, any Debt Financing Source and the Representatives of any such Debt Financing Source, or to the W&I Insurer, in each case (i) on a need to know basis; (ii) provided they have a duty to keep such information confidential on terms no less stringent than this clause 30; and (iii) on the basis that the disclosing party is responsible for any breach by the same of this clause 30 as if such person were a party to this Agreement in place of the relevant party;

the information has come into the public domain through no fault of that party; or

the other party (being in the case of the Sellers and the Sellers’ Guarantor, the Sellers’ Representative and, in the case of the Purchasers and the Purchasers’ Guarantor, the Purchasers’ Representative) has given prior written consent to the disclosure (such consent not to be unreasonably withheld or delayed),

The Confidentiality Agreement shall continue in full force and effect notwithstanding execution of this Agreement and shall terminate on Completion without prejudice to any accrued rights and liabilities.

The restrictions contained in this clause 30 shall continue to apply after Completion or the termination of this Agreement without limit in time.

Costs and expenses, VAT and stamp taxes

Except as otherwise stated in this Agreement (including clause 15.1) or the other Share Purchase Documents, each party shall pay its own costs and expenses in relation to the negotiations leading up to the sale and purchase of the Shares and the preparation, execution and carrying into effect of this Agreement, the other Share Purchase Documents and all other documents referred to in this Agreement.

If anything done under this Agreement constitutes a supply of goods, property or services by any Seller or the Purchasers (or a member of its group for VAT purposes) (the “Supplier”) to the Purchasers or any Seller (respectively) (or a member of its group for VAT purposes) (the “Recipient”) in respect of which the Supplier (or a member of its group for VAT purposes) is liable to account for VAT to any Tax Authority, the Recipient shall pay to such Supplier (in addition to any other amounts payable under this Agreement) an amount equal to any VAT for which such Supplier (or a member of its group for VAT purposes) is liable to account to such Tax Authority on the supply against delivery by the Supplier to the recipient of the supply of a valid VAT invoice.

The Purchasers shall be liable for, and shall bear, any stamp duty, stamp duty reserve tax or other transfer Taxes or registration duties (but excluding, for the avoidance of doubt, any VAT which shall instead be dealt with in accordance with clause 31.2) required to be paid in respect of the transfer of the Shares to the Purchasers (including on, or in relation to, any instruments effecting such transfer or any agreement to such transfer), the entry into of any Share Purchase Document or any other matters contemplated or effected by the Share Purchase Documents and the Purchasers shall each indemnify and hold harmless the Retained Group on an after-Tax basis accordingly.

Counterparts

This Agreement may be executed in any number of counterparts, and by the parties to it on separate counterparts, but shall not be effective until each party has executed at least one counterpart.

Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.

Invalidity

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:

the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

Contracts (Rights of Third Parties) Act 1999

All provisions of this Agreement that are expressed to be for the benefit of a person that is not a party to this Agreement (including in clause 15.3 and Schedule 6 (Limitations on the Sellers’ and the Sellers’ Guarantor’s liability) (the “Third Party Rights Clauses”) confer a benefit on certain persons named therein who are not a party to this Agreement (each for the purposes of this clause 34 “Third Party Beneficiary”) and, subject to the remaining provisions of this clause 34, are intended to be enforceable by the Third Party Beneficiary by virtue of the Contracts (Rights of Third Parties) Act 1999.

The parties to this Agreement do not intend that any term of this Agreement, apart from the Third Party Rights Clauses, should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement.

Notwithstanding the provisions of clause 34.1, this Agreement may be rescinded or varied in any way and at any time by the parties to this Agreement without the consent of any Third Party Beneficiary.

Notwithstanding clause 34.1, no Third Party Beneficiary may enforce, or take any step to enforce, the Third Party Rights Clauses without the prior written consent of the Sellers’ Representative, which may, if given, be given on and subject to such terms as the Sellers may determine.

Choice of governing law

Arbitration

All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination or any non-contractual obligation arising out of or in connection with it, but excluding, for the avoidance of doubt, any disputes in relation to any Dispute Notice (to which the provisions of Schedule 8 (Completion Accounts) shall apply), shall be finally settled by, and each party shall be permitted to refer any such dispute for settlement by, arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICC” and the “Court of the ICC”, such referral being a “Referral for Arbitration”) in accordance with the Rules of Arbitration of the ICC then in effect (the “Rules”), except as such Rules may be modified by this Agreement or by the written agreement of the parties. The provisions on Emergency Arbitrator (as defined in the Rules) in the Rules shall apply.

The arbitration shall be conducted by three arbitrators. The Sellers and/or the Sellers’ Guarantor, on the one hand, and the Purchasers, on the other hand, shall each nominate one arbitrator and deliver written notification of such nomination to the other and to the Secretariat of the ICC (the “Secretariat”) within twenty (20) Business Days of the date of any Referral for Arbitration or within such other time period agreed upon by the parties to the arbitration. If a party fails to nominate an arbitrator or deliver notification of such nomination in accordance with this clause 36.2, upon request of the relevant party to the arbitration, such arbitrator shall instead be appointed by the Court of the ICC within twenty (20) Business Days of such request. The two arbitrators appointed in accordance with the above provisions shall nominate the third arbitrator and notify the parties to the arbitration, and the Secretariat, of such nomination. If the first two appointed arbitrators fail to nominate a third arbitrator within the time period prescribed under the Rules of the ICC or within the time period agreed upon by the parties to the arbitration, then, upon request of either party to the arbitration, the third arbitrator shall be appointed by the Court of the ICC. The third arbitrator shall act as chair of the arbitral tribunal.

The place of arbitration shall be London.

The parties agree that in so far as any provision contained in the Rules is incompatible with applicable English law, that provision or relevant part of that provision is to be excluded.

The language of the arbitration shall be English.

The parties undertake to keep confidential all arbitration awards, together with all materials created for the purpose of any arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a court or other judicial authority or as permitted under clause 30.2.

Nothing in this clause 36 shall prevent any party from applying to the courts of any applicable jurisdiction for interim or conservatory measures (including injunctive relief, specific performance, or any order for the preservation of evidence or assets) at any time. Any such application shall not be, and shall not be treated as, an infringement or waiver of the arbitration agreement contained in this clause 36, and shall not affect the powers of the arbitral tribunal (including any power to order interim measures). The arbitral tribunal shall have the power to rule on its own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement.

Agent for service

The Purchasers irrevocably appoint The Law Debenture Corporation PLC of 8th Floor, 100 Bishopsgate, London EC2N 4AG, United Kingdom to be their agent for the receipt of Service Documents. Each Purchaser agrees that any Service Document may be effectively served on it in connection with Proceedings in England and Wales by service on its agent effected in any manner permitted by the Civil Procedure Rules.

If the Purchasers’ agent at any time ceases for any reason to act as such, the Purchasers shall appoint a replacement agent having an address for service in England or Wales and shall notify the Sellers’ Representative of the name and address of the replacement agent. Failing such appointment and notification, the Sellers shall be entitled by notice to the Purchasers to appoint a replacement agent to act on behalf of the Purchasers.

A copy of any Service Document served on an agent shall be sent by email and by post to the Purchasers. Failure or delay in so doing shall not prejudice the effectiveness of service of the Service Document.

Language

Each notice, demand, request, statement, instrument, certificate, or other communication under or in connection with this Agreement shall be:

in English; or

if not in English, accompanied by an English translation made by a translator, and certified by an officer of the party giving the notice to be accurate.

The receiving party or its agent (as appropriate) shall be entitled to assume the accuracy of and rely upon any English translation of any document provided pursuant to clause 38.1.

1.

2.

3.

4.

5.

6.

Full name of Seller

Registered

address

Registered

number

Shares

Name of

Purchaser

acquiring

the

Shares

Allocation of
consideration

No Material Adverse Change having occurred on or following the date of this Agreement that has not been remedied to the Purchasers’ Representative’s reasonable satisfaction (acting in good faith) (“MAC Condition”).

No material breach of the Fundamental Warranties (i) at the date of this Agreement which is outstanding at the Completion Date or (ii) at the Completion Date.

deliver to the relevant Purchaser or the Purchasers’ Solicitors:

stock certificates evidencing the Shares of the US Target, duly endorsed to the US Purchaser or accompanied by duly executed stock powers in form and substance satisfactory to the US Purchaser (or an indemnity in lieu thereof in a form to be agreed between the Sellers’ Representative and the Purchasers’ Representative, each acting reasonably);

duly executed stock transfer powers or other instruments of transfer from the Canadian Seller in respect of the Shares in the Canadian Target in favour of the Canadian Purchaser, together with the share certificates (if any) representing the Shares in the Canadian Target;

evidence in writing in the Agreed Form of the full, irrevocable release from Completion of all Encumbrances, guarantees, indemnities and borrowing liabilities which have been granted by or in respect of the Shares or assets of any member of the Group in connection with the Sellers’ Financing Arrangements;

evidence in writing that any requisite consent has been obtained by each relevant Seller and/or member of the Group or the Retained Group to ensure that the Transaction is permitted under the Sellers’ Financing Arrangements, or written confirmation that no such consent is required;

a Transitional Services Agreement in the Agreed Form duly executed by the relevant member(s) of the Retained Group and the relevant member(s) of the Group;

the Completion Disclosure Letter duly executed by the Sellers and the Sellers’ Guarantor;

a certificate addressed to the Purchasers from the US Target, dated as of the Completion Date and prepared in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), stating that interests in such corporation are not “United States real property interests,” together with notice of such certificate to the IRS in accordance with Treasury Regulations Section 1.897-2(h) (which notice shall be mailed by the Purchasers following the Completion in accordance with Treasury Regulations Section 1.897-2(h)); and

duly completed and executed (i) IRS Form W-9 or appropriate IRS Form W-8 (as applicable) from each of the Sellers, and (ii) form NR 301 (Canada) from the Canadian Seller;

deliver to the Purchasers a copy of the minutes of duly held meetings of the directors of each of the Sellers authorising the execution by the relevant Seller of each of the Share Purchase Documents to which the relevant Seller is a party;

procure the employees of the Retained Group resign their offices as directors and secretary (or the equivalent position in the relevant jurisdiction of incorporation, and as applicable) of the relevant members of the Group, such resignations to be tendered at the board meetings referred to in paragraph 4 below (and pursuant to the resignation letter in a form to be agreed between the Sellers’ Representative and the Purchasers’ Representative, each acting reasonably); and

procure board meetings of the Targets and of the Subsidiary are held at which:

in the case of the Targets, it shall be resolved that the transfers to take effect as at the Completion Date relating to the Shares shall be approved for registration and (subject only to the transfer being duly stamped) each transferee registered as the holder of the Shares concerned in the register of members or securities register, as applicable;

subject to each Purchaser complying in all respects with its obligations in Part B of the Schedule, each of the persons nominated by the Purchasers at least ten (10) Business Days prior to Completion shall be appointed directors and/or secretary, as the Purchasers shall direct, such appointments to take effect immediately after Completion; and

the resignations of the directors and secretary referred to in paragraph 3 above shall be tendered and accepted so as to take effect at Completion and each of the persons tendering their resignation shall deliver to the relevant member of the Group a resignation letter in a form to be agreed between the Sellers’ Representative and the Purchasers’ Representative, each acting reasonably) including an acknowledgement executed as a deed that they have no claim against any member of the Group for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other account whatsoever and that no agreement or arrangement is outstanding under which any member of the Group has or could have any obligation to them,

pay the Completion Payment, as calculated and/or adjusted in accordance with clause 6.4, in immediately cleared funds and by way of telegraphic transfer to the Sellers’ Bank Account; and

deliver to the Sellers’ Representative or the Sellers’ Solicitors:

the W&I Completion No Claims Declaration, with such redactions or omissions as the Purchasers’ Representative reasonably believes is required to protect legal privilege and/or confidential information;

evidence reasonably satisfactory to the Sellers that the W&I Insurance Policy includes the waiver referred to in clause 15.3;

a copy of the resolution of the directors of each Purchaser and the Purchasers’ Guarantor authorising the execution by each of the Purchasers and the Purchasers’ Guarantor of each of the Share Purchase Documents to which it is a party;

all “KYC” information, consent to act and such other documents under applicable law for the appointment of each new director to the board of directors and each new executive officer of the members of the Group (as relevant); and

a duly certified copy of any power of attorney under which any of the above-referenced documents is executed.

delivery of all documents and items required to be delivered at Completion in accordance with this Schedule 3 (or waiver of the delivery of it by the person entitled to receive the relevant document or item); and

receipt of the Completion Payment, as calculated and/or adjusted in accordance with clause 6.4, in accordance with Part B: (Purchasers’ obligations) of this Schedule 3,

Sellers’ warranties

Each of the Sellers is the sole legal and beneficial owner of the Shares set out opposite its name in Schedule 1 (Ownership of the Shares).

Save in respect of the security relating to the Sellers’ Financing Arrangements which will be released pursuant to paragraph 1(C) of Part A of Schedule 3, there is no Encumbrance on, over or affecting the Shares or any of them or any shares of any member of the Group. There is no agreement or commitment to give or create any and no written claim has been made by any person to be entitled to any.

Each of the Sellers has the requisite capacity, power and authority, and has obtained all necessary consents and authorisations, to enter into and perform this Agreement and the other Share Purchase Documents to which it is a party.

Each member of the Group and the Retained Group has the requisite capacity, power and authority, and has obtained all necessary consents and authorisations (other than as required from a third party in order for the relevant member of the Retained Group that is a party to the Transitional Services Agreement to procure the provision of the Services, in respect of which the Transitional Services Agreement shall apply), to enter into and perform this Agreement and the other Share Purchase Document to which it is a party.

The obligations of each of the Sellers under this Agreement constitute, and the obligations of each of the Sellers and each member of the Group and the Retained Group under the other Share Purchase Documents to which such person is a party will, when executed and delivered, constitute lawful, valid and binding obligations of the relevant Sellers and/or members of the Group or the Retained Group in accordance with their respective terms.

The execution and delivery of, and the performance by each of the Sellers of its obligations under this Agreement and the other Share Purchase Documents to which it is a party will not:

conflict with or result in a material breach of any provision of the Constitutional Documents of the Sellers;

conflict with or result in a material breach of, or constitute a default under, any instrument to which any Seller is a party or by which any Seller is bound, including, the Sellers’ Financing Arrangements;

result in a breach of any order, judgment or decree of any court or governmental agency to which any Seller is a party or by which any Seller is bound; or

require the consent of its shareholders or any other person.

The execution and delivery of, and the performance by, members of the Group (provided such execution, delivery and performance occurred or occurs when the Group is a member of the Retained Group (and not, for the avoidance of doubt, in respect of the execution and delivery of, or performance by, members of the Group following Completion) and Retained Group of any Share Purchase Documents to which such person is a party will not:

materially conflict with or result in a material breach of any provision of the Constitutional Documents of the relevant member of the Group or the Retained Group;

materially conflict with or result in a material breach of, or constitute a default under, any instrument to which such person is a party or by which such person is bound, including, without limitation, the Sellers’ Financing Arrangements;

result in a breach of any order, judgment or decree of any court or governmental agency to which such person is a party or by which such person is bound; or

require the consent of its shareholders or any other person (other than consents required from a third party in order for the relevant member of the Retained Group that is a party to the Transitional Services Agreement to procure the provision of the Services, in respect of which the Transitional Services Agreement shall apply).

Neither the Sellers nor any member of the Retained Group that is party to any Share Purchase Documents is insolvent or unable to pay its debts within the meaning of any laws relating to insolvency or bankruptcy applicable to the relevant person.

No person is entitled to receive from any member of the Group any finder’s fee, brokerage or other commission in connection with the purchase of the Shares.

Group structure and corporate matters

The Shares have been validly issued and allotted and are fully paid up.

All transfer restrictions contained in the Constitutional Documents of the respective member of the Group that affect the transfer of the Shares to the Purchasers have been complied with or effectively waived.

The Shares comprise all of the Targets’ allotted and issued share capital and there are no shares in the capital of the Targets that are allotted but not issued.

There is no agreement or commitment outstanding which calls for the present or future allotment, creation, sale, transfer, redemption, repayment or issue of, or accords to any person the right to call for the allotment, creation, sale, transfer, redemption, repayment, option to purchase or issue of, any shares (including the Shares) or any debentures in or securities of any member of the Group.

Each member of the Group is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation.

Other than the Subsidiary, no member of the Group has any interest in any other body corporate or undertaking.

The information given in Part A and Part B of Attachment 1 is true and accurate in all material respects.

The shares in the Subsidiary have been validly issued and allotted and are fully paid up. The US Target is the sole legal and beneficial owner of the Subsidiary.

The copies of the Constitutional Documents of each member of the Group which are contained in the Data Room are, so far as the Sellers are aware, complete and accurate in all material respects and, to the extent required by law, fully set out the rights and restrictions attaching to each class of share capital of the member of the Group to which they relate.

So far as the Sellers are aware, the statutory books (including the securities register and all other registers but excluding the minute books and, for the avoidance of doubt, the accounting records) of each member of the Group have been properly kept and contain a record which is accurate and complete in all material respects and, so far as the Sellers are aware, no written notice or allegation that any of them is incorrect or should be rectified has been received.

Pro Forma Accounts

The Pro Forma Accounts:

were prepared with due care and attention based on information extracted from the Group’s records;

other than as described within the Pro Forma Accounts Basis of Preparation, have been prepared in accordance with accounting policies, principles, practices and methodologies consistent with IFRS; and

having regard to the purpose for which they were prepared do not:

materially misstate the value of the assets or the liabilities of the Group as at the Accounts Date; nor

materially misstate the profits or losses of the Group in respect of the twelve (12) month period ended on the Accounts Date.

The Signing Inter-Company Balances Schedule and Completion Inter-Company Balances Schedule have been diligently prepared with due care and attention, and the Sellers believe that, as at the date of this Agreement and as at Completion (as applicable), they are true and accurate in all material respects and not misleading.

Events since the Accounts Date

Since the Accounts Date:

there has been no material adverse change in the financial position of the Group as a whole;

the Business as a whole (and the business of the Retained Group in respect of the Services and any Wrong Pocket Assets held by a member of the Retained Group only) has been carried on, in all material respects, in the ordinary course;

there has been no material interruption or alteration in the nature, scope or manner of the Business (and the business of the Retained Group in respect of the Services and any Wrong Pocket Assets held by a member of the Retained Group only);

there have been no amendments which could cause a material increase or decrease in benefits under any Group Benefit Plan or Sellers’ Benefit Plan in respect of any Employee or any material increase or decrease in the compensation payable or paid, whether conditionally or otherwise, to any Employee in each case except for increases made in the ordinary course of business or as required by applicable law or any applicable collective bargaining agreement entered into in relation to the Targets or any member of the Group;

no Group Benefit Plan has been adopted, established or terminated;

no action has been taken and no right has been granted to accelerate the funding, vesting, or payment of any compensation or benefit to any Employee or former Employee except for any acceleration, funding, vesting or payment of any compensation or benefit done in accordance with the ordinary course of business or as required by applicable law or any applicable collective bargaining agreement entered into in relation to the Targets or any member of the Group;