Common use of Cooperation Agreement Clause in Contracts

Cooperation Agreement. Kinovo and Sureserve have entered into a cooperation agreement dated 14 May 2025, pursuant to which Sureserve has agreed to use all reasonable endeavours to obtain any regulatory clearances, or procure that any regulatory clearances are obtained and to satisfy the Conditions, or procure that the Conditions are satisfied, as soon as is reasonably practicable after entry into the Cooperation Agreement. Kinovo and Sureserve have agreed to co-operate with each other and provide each other with all reasonable information, assistance and access in a timely manner for the purposes of implementing the Acquisition and/or in connection with any regulatory clearances. Kinovo and Sureserve have also agreed to co-operate to promptly provide each other with such documentation, information, assistance and access as may reasonably be required for the preparation of the key shareholder documentation (the "Cooperation Agreement"). The Cooperation Agreement will be terminated, amongst other things (i) upon written notice served by Sureserve where: (a) if the Kinovo Board's recommendation is withdrawn, qualified or changed in a manner that is adverse in the context of the Acquisition (b) the Kinovo Director's recommend a competing proposal, (c) certain milestones in connection with the Scheme are not achieved in accordance with agreed timeframes, (d) the Kinovo Board does not include their recommendation of the Acquisition in the Scheme Document, (e) if after approval of the Resolution(s), the Kinovo Directors announce that they will not implement the Scheme (other than in connection with Sureserve switching to an Offer or because a Condition has failed or become incapable of fulfilment or satisfaction; (ii) upon written notice of either party where (a) prior to the Long-Stop Date, a competing offer becomes effective or is declared unconditional; (b) the Acquisition is withdrawn, terminates or lapses in accordance with its terms (subject to certain carve outs); (c) prior to the Long-Stop Date, a Condition which is either not capable of being waived or, where capable of being waived, ▇▇▇▇▇▇▇▇▇ has confirmed that it will not waive said Condition, becomes incapable of satisfaction by the Long-Stop Date in circumstances where invocation of the relevant Condition is permitted by the Panel; (d) the Scheme and/or the Resolutions are not approved at the Meetings; or (iii) if the parties agree in writing.

Cooperation Agreement. Kinovo ▇▇▇▇▇▇ and Sureserve Meggitt have entered into a cooperation agreement dated 14 May 20252 August 2021, (the Cooperation Agreement) pursuant to which Sureserve which, among other things: • ▇▇▇▇▇▇ has agreed to use take or cause to be taken all reasonable endeavours necessary steps in order to obtain any regulatory clearances, or procure that any secure the regulatory clearances are obtained and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Conditions, or procure that Effective Date to occur prior to the Conditions are satisfied, as soon as is reasonably practicable after entry into the Cooperation Agreement. Kinovo Long-Stop Date; and Sureserve • ▇▇▇▇▇▇ and Meggitt have each agreed to certain undertakings to co-operate with each other and provide each other with all reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. Under the terms of the Cooperation Agreement, ▇▇▇▇▇▇ has agreed with Meggitt that it will offer a timely manner for number of legally binding commitments to HM Government, as further described at paragraph 9 above. The Cooperation Agreement records the purposes of implementing parties’ intentions to implement the Acquisition and/or by way of Scheme, subject to the ability of ▇▇▇▇▇▇ to implement the Acquisition by way of a Takeover Offer in connection certain circumstances set out in the Cooperation Agreement and with any regulatory clearances. Kinovo and Sureserve have also agreed to co-operate to promptly provide each other with such documentation, information, assistance and access as may reasonably be required for the preparation consent of the key shareholder documentation (the "Cooperation Agreement")Panel. The Cooperation Agreement will be terminatedcapable of termination by either party in certain circumstances, amongst other things (i) upon written notice served by Sureserve where: (a) including if the Kinovo Board's recommendation is withdrawn, qualified or changed in a manner that is adverse in the context of the Acquisition (b) the Kinovo Director's recommend a competing proposal, (c) certain milestones in connection with the Scheme are not achieved in accordance with agreed timeframes, (d) the Kinovo Board does not include their recommendation of the Acquisition in the Scheme Document, (e) if after approval of the Resolution(s), the Kinovo Directors announce that they will not implement the Scheme (other than in connection with Sureserve switching to an Offer or because a Condition has failed or become incapable of fulfilment or satisfaction; (ii) upon written notice of either party where (a) prior to Effective by the Long-Stop Date, a competing offer transaction completes, becomes effective or is declared unconditional; (b) the Acquisition is withdrawnor becomes unconditional in all respects, terminates or lapses in accordance with its terms (subject to certain carve outs); (c) prior to the Long-Stop Date, a any Condition which is either not capable of being waived or, where capable of being waived, ▇▇▇has been invoked by ▇▇▇▇▇▇ has confirmed that it will not waive said Condition, becomes incapable of satisfaction by the Long-Stop Date (in circumstances where invocation of the relevant Condition is permitted by the Panel; ) prior to the Long-Stop Date or if the Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, ▇▇▇▇▇▇ may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (dwhen reasonably requested by ▇▇▇▇▇▇ to do so) their unanimous and unconditional recommendation that Meggitt Shareholders vote in favour of the Scheme or a competing transaction is either recommended by the directors of Meggitt or completes, becomes effective or is declared or becomes unconditional in all respects. Pursuant to the terms of the Cooperation Agreement, ▇▇▇▇▇▇ has undertaken that it will deliver a notice in writing to Meggitt on the business day prior to the Scheme Court Hearing confirming either: (i) the Scheme and/or the Resolutions are not approved at the Meetingssatisfaction or waiver of all conditions (other than Condition 2); or (iiiii) if permitted by the parties agree Panel, that it intends to invoke one or more Conditions. The Cooperation Agreement also contains provisions that will apply in writingrespect of the Meggitt Share Schemes and certain other employee incentive arrangements. ▇▇▇▇▇▇ and Meggitt have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Agreement), which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared for the purposes of due diligence, synergies evaluation, integration planning and regulatory clearance. Such commercially sensitive information must only be made available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisers. The findings of such designated persons and external advisers may only be relayed to other employees, officers and directors of the receiving party in specified circumstances and subject to certain restrictions.

Cooperation Agreement. Kinovo Pursuant to the Cooperation Agreement, Bidco and Sureserve Earthport have entered into each agreed to cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition. Additionally, Bidco has undertaken to Earthport to, amongst other things: (i) publish the Offer Document as soon as practicable and in any event within 28 calendar days of this Announcement; (ii) keep Earthport informed in relation to the receipt of acceptances of the Offer; (iii) not take any action which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the acceptance condition prior to the 60th day following publication of the Offer Document; (iv) not, without the prior consent of Earthport, declare the Offer unconditional as to acceptances prior to the deadline for satisfying the acceptance condition permitted under the Code, unless all of the remaining Conditions either have been or are reasonably expected to be satisfied or waived prior to the deadline permitted under the Code for declaring the Offer unconditional in all respects; (v) if, following the Offer having become or been declared unconditional as to acceptances, any Condition relating to a cooperation agreement dated 14 May 2025material regulatory clearance has not been satisfied by the deadline under the Code for declaring the Offer unconditional in all respects, pursuant Bidco shall: (a) waive all other outstanding Conditions that are capable of waiver; and (b) seek the consent of the Panel to which Sureserve extend such deadline to a date agreed with Earthport and the Panel; and (vi) prepare and implement appropriate proposals in relation to the Earthport Share Plans and Warrants. In addition, Bidco has agreed to use all reasonable endeavours certain provisions if it elects to obtain any regulatory clearances, or procure that any regulatory clearances are obtained and switch to satisfy the Conditions, or procure that the Conditions are satisfied, as soon as is reasonably practicable after entry into the Cooperation Agreement. Kinovo and Sureserve have agreed to co-operate with each other and provide each other with all reasonable information, assistance and access in a timely manner for the purposes of implementing the Acquisition and/or in connection with any regulatory clearances. Kinovo and Sureserve have also agreed to co-operate to promptly provide each other with such documentation, information, assistance and access as may reasonably be required for the preparation of the key shareholder documentation (the "Cooperation Agreement")Scheme. The Cooperation Agreement will be terminatedterminate in certain circumstances, amongst other things (i) upon written notice served by Sureserve where: (a) including if the Kinovo Board's recommendation Acquisition is withdrawnwithdrawn or lapses, qualified or changed in a manner that is adverse in if any Condition becomes incapable of satisfaction, if the context of the Acquisition (b) the Kinovo Director's recommend a competing proposal, (c) certain milestones in connection with the Scheme are not achieved in accordance with agreed timeframes, (d) the Kinovo Board does not include Earthport Directors withdraw their recommendation of the Acquisition in the Scheme Document, (e) if after approval of the Resolution(s), the Kinovo Directors announce that they will not implement the Scheme (other than in connection with Sureserve switching to an Offer or because a Condition has failed or become incapable of fulfilment or satisfaction; (ii) upon written notice of either party where (a) prior to the Long-Stop DateAcquisition, a competing offer proposal (as defined in the Cooperation Agreement) is recommended by the Earthport Board or completes, becomes effective or is declared unconditional; (b) the Acquisition is withdrawnor becomes unconditional in all respects, terminates or lapses in accordance with its terms (subject to certain carve outs); (c) prior to the Long-Stop Date, a Condition which is either not capable of being waived or, where capable of being waived, ▇▇▇▇▇▇▇▇▇ has confirmed that it will not waive said Condition, becomes incapable of satisfaction by the Long-Stop Date in circumstances where invocation of the relevant Condition is permitted by the Panel; (d) the Scheme and/or the Resolutions are not approved at the Meetings; or (iii) if the parties agree in writingotherwise as agreed between Bidco and Earthport.

Cooperation Agreement. Kinovo and Sureserve have entered into a cooperation agreement dated 14 May 2025, pursuant to which Sureserve has agreed to use all reasonable endeavours to obtain any regulatory clearances, or procure that any regulatory clearances are obtained and to satisfy the Conditions, or procure that the Conditions are satisfied, as soon as is reasonably practicable after entry into the Cooperation Agreement. Kinovo and Sureserve have agreed to co-operate with each other and provide each other with all reasonable information, assistance and access in a timely manner for the purposes of implementing the Acquisition and/or in connection with any regulatory clearances. Kinovo and Sureserve have also agreed to co-operate to promptly provide each other with such documentation, information, assistance and access as may reasonably be required for the preparation of the key shareholder documentation (the "Cooperation Agreement"). The Cooperation Agreement will be terminated, amongst other things (i) upon written notice served by Sureserve where: (a) if the Kinovo Board's recommendation is withdrawn, qualified or changed in a manner that is adverse in the context of the Acquisition (b) the Kinovo Director's recommend a competing proposal, (c) certain milestones in connection with the Scheme are not achieved in accordance with agreed timeframes, (d) the Kinovo Board does not include their recommendation of the Acquisition in the Scheme Document, (e) if after approval of the Resolution(s), the Kinovo Directors announce that they will not implement the Scheme (other than in connection with Sureserve switching to an Offer or because a Condition has failed or become incapable of fulfilment or satisfaction; (ii) upon written notice of either party where (a) prior to the Long-Stop Date, a competing offer becomes effective or is declared unconditional; (b) the Acquisition is withdrawn, terminates or lapses in accordance with its terms (subject to certain carve outs); (c) prior to the Long-Stop Date, a Condition which is either not capable of being waived or, where capable of being waived, ▇▇▇▇▇▇ agrees that the obligation of ▇▇▇▇▇▇ and certain of its officers and directors under the Leniency Program to provide cooperation to Plaintiffs shall survive the execution, approval and implementation of this Settlement and shall continue until the termination of the Action, and shall be independent of and in addition to the provisions of this Settlement by which ▇▇▇▇▇▇ has confirmed agreed to provide cooperation and assistance to the Plaintiffs. However, the parties agree that it will not waive said Conditionnothing in this paragraph shall prevent the Court from considering the terms of this Settlement, becomes incapable of satisfaction by and ▇▇▇▇▇▇’s execution and performance thereof, in determining whether ▇▇▇▇▇▇ has satisfied the Long-Stop Date in circumstances where invocation terms of the relevant Condition is permitted by Leniency Program. Plaintiffs acknowledge ▇▇▇▇▇▇’s substantial cooperation and assistance to date, in compliance with the Panel; terms of the Leniency Program. (b) ▇▇▇▇▇▇ agrees to continue to provide reasonable, complete and truthful cooperation with Class Counsel with respect to discovery and gathering evidentiary materials relating to Plaintiffs’ claims in the Action, as set forth in this paragraph 30. ▇▇▇▇▇▇ has and continues to agree to identify and disclose any facts and documents known to it relating to the antitrust violations alleged in the Action, including without limitation the dates, locations, and participants in meetings with competitors, and to provide information known to it regarding the potential culpability of the named Defendants and unnamed co-conspirators, except for documents or information subject to attorney-client privilege or the work-product doctrine. Plaintiffs acknowledge that ▇▇▇▇▇▇ has already responded to Plaintiffs’ extensive document requests and interrogatories and has provided other documents and information to Plaintiffs pursuant to its obligations under the Leniency Program. (c) This cooperation shall include ▇▇▇▇▇▇ making available, upon reasonable notice, and at the Class’ reasonable expense, current directors, officers, and employees of ▇▇▇▇▇▇ who are believed to have knowledge of the antitrust violations alleged in the Action to provide information regarding the antitrust violations alleged in the action in personal interviews, or the preparation of declarations or affidavits, and/or providing truthful testimony at deposition and/or at trial. Any persons made available under this paragraph shall be made available at a mutually agreeable time and place, and, to the extent possible, so as not to interfere with the witness’s employment schedule. ▇▇▇▇▇▇ also agrees to use its best efforts to produce at trial and/or deposition, or through acceptable affidavits or declarations, representatives qualified to establish for admission into evidence ▇▇▇▇▇▇’s sales to the Class during the Class Period and any other documents of ▇▇▇▇▇▇. Plaintiff shall take reasonable steps to limit the number of meetings with such persons, so as to make efficient use of both parties’ time. (d) Upon prior approval or consent by the Scheme Department of Justice or the Court, ▇▇▇▇▇▇ shall also produce all available documents provided to any grand jury, the Department of Justice, or any state or federal administrative agency, without geographic limitation, concerning the antitrust violations alleged in the Action, including any witness statements, chronologies, or other materials provided to any of the foregoing. ▇▇▇▇▇▇ shall make any such documents and data responsive to Plaintiffs’ discovery requests available for Plaintiffs’ inspection and copying within thirty (30) days of ▇▇▇▇▇▇’s receipt of those documents from such agency. To the extent not previously produced, ▇▇▇▇▇▇ shall also produce any other documents in its possession, custody, or control referring or relating to the antitrust violations alleged in the Action within thirty (30) days of the execution of this Agreement or within thirty (30) of ▇▇▇▇▇▇’s receipt thereof, except such documents that are subject to attorney-client privilege. (e) ▇▇▇▇▇▇ also agrees to continue to provide any and all discovery pursuant to the Federal Rules of Civil Procedure, as previously agreed by ▇▇▇▇▇▇ during the litigation of the Action or as ordered by the Court, as if they were still a party to the Action. Provided, however, that prior to serving any discovery requests directed to ▇▇▇▇▇▇, Class Counsel shall meet and confer with ▇▇▇▇▇▇ or its attorneys and make a good faith effort to agree on the scope of the proposed discovery requests. (f) Provided ▇▇▇▇▇▇ continues to provide all reasonable cooperation as set forth in this Paragraph 30, Plaintiffs, through Interim Co-Lead Counsel, agree to assist ▇▇▇▇▇▇ to obtain final, unconditional acceptance into the Leniency Program by the Department of Justice and the Court. In this regard, the Plaintiffs acknowledge that the Settlement Payment constitutes full restitution for all alleged injuries as a result of anticompetitive activity in which ▇▇▇▇▇▇ was a participant for all geographic areas and/or markets which are the Resolutions are not approved at subject of the Meetings; or (iii) if the parties agree in writingLeniency Letter Agreement.

Cooperation Agreement. Kinovo and Sureserve have entered into Pursuant to a cooperation agreement dated 14 May 2025(the “Cooperation Agreement”), pursuant Bidco and GCP have, amongst other things, each agreed to which Sureserve cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition. In addition, Bidco has agreed to use all reasonable endeavours certain provisions if the Scheme should switch to obtain any regulatory clearances, or procure that any regulatory clearances are obtained and to satisfy the Conditions, or procure that the Conditions are satisfied, as soon as is reasonably practicable after entry into the Cooperation Agreement. Kinovo and Sureserve have agreed to co-operate with each other and provide each other with all reasonable information, assistance and access in a timely manner for the purposes of implementing the Acquisition and/or in connection with any regulatory clearances. Kinovo and Sureserve have also agreed to co-operate to promptly provide each other with such documentation, information, assistance and access as may reasonably be required for the preparation of the key shareholder documentation (the "Cooperation Agreement")an Offer. The Cooperation Agreement will be terminatedterminate in certain circumstances, amongst other things (i) upon written notice served by Sureserve where: (a) including if the Kinovo Board's recommendation Acquisition is withdrawn, qualified terminated or changed in a manner that is adverse in the context of the Acquisition (b) the Kinovo Director's recommend a competing proposal, (c) certain milestones in connection with the Scheme are not achieved in accordance with agreed timeframes, (d) the Kinovo Board does not include their recommendation of the Acquisition in the Scheme Document, (e) if after approval of the Resolution(s), the Kinovo Directors announce that they will not implement the Scheme (other than in connection with Sureserve switching to an Offer or because a Condition has failed or become incapable of fulfilment or satisfaction; (ii) upon written notice of either party where (a) prior to the Long-Stop Datelapses, a competing offer completes, becomes effective or is declared unconditional; (b) , or if prior to the Long Stop Date any Condition has been invoked by Bidco, if the GCP Directors withdraw their recommendation of the Acquisition is withdrawn, terminates or lapses if the Scheme does not become effective in accordance with its terms (subject by the Long Stop Date or otherwise as agreed between Bidco and GCP. Pursuant to certain carve outs); (c) the terms of the Cooperation Agreement, Bidco undertakes that it will deliver a notice in writing to GCP on the last Business Day prior to the Long-Stop Date, a Condition which is either not capable of being waived or, where capable of being waived, ▇▇▇▇▇▇▇▇▇ has confirmed that it will not waive said Condition, becomes incapable of Sanction Hearing confirming either: (i) the satisfaction by the Long-Stop Date in circumstances where invocation or waiver of the relevant Condition is Conditions (other than the Scheme Conditions); or (ii) to the extent permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions. Scape Living, iQ and Bidco have entered into the Bid Conduct Agreement, pursuant to which they have agreed certain principles in accordance with which they intend to cooperate in respect of the Acquisition. Pursuant to the Bid Conduct Agreement, it is agreed that each of Scape Living and iQ will make all material decisions with respect to the conduct of the Acquisition unanimously. The terms of the Bid Conduct Agreement also include an agreement not to pursue a competing proposal to the Acquisition with respect to GCP or take any action to frustrate the Acquisition or solicit or induce another person to make a competing proposal to the Acquisition, in each case for so long as the Bid Conduct Agreement is in force. The Bid Conduct Agreement will terminate in certain circumstances, including 14 days after the date on which the Acquisition becomes effective or wholly unconditional; (d) at such time as the Scheme and/or the Resolutions are not approved Acquisition is withdrawn or lapses; at the Meetingssuch time as a competing bid in relation to GCP becomes effective or wholly unconditional; or (iii) if at such time as the parties agree in writingthereto agree.