Common use of Offer-related arrangements Clause in Contracts

Offer-related arrangements. Confidentiality Agreement Regent and TClarke entered into a confidentiality agreement dated 15 March 2024 (the “Confidentiality Agreement”) pursuant to which Regent has undertaken to: (a) keep confidential information relating to, inter alia, the Acquisition and TClarke and not to disclose it to third parties (other than to certain permitted parties), unless required by law or regulation; and (b) use the confidential information only in connection with evaluation of the Acquisition, unless required by law or regulation. These confidentiality obligations shall remain in force for a period of one year from the date of the Confidentiality Agreement. The Confidentiality Agreement also includes customary non-solicitation obligations on Regent, subject to customary carve-outs, for a period of 12 months from the date of the Confidentiality Agreement and a standstill provision in favour of TClarke which ceases to apply upon release of this Announcement. Co-operation Agreement Pursuant to a co-operation agreement dated 16 April 2024 (the “Co-operation Agreement”): (a) TClarke has agreed to co-operate with Regent to assist with the obtaining of regulatory clearances 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; (b) Regent has agreed to provide TClarke with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (c) Regent has agreed to certain provisions if the Scheme should switch to a Takeover Offer; and (d) Regent and TClarke have agreed to certain arrangements in respect of the TClarke Share Plans. The Co-operation Agreement will terminate, amongst other things:

Offer-related arrangements. RSA Confidentiality Agreement Regent On 9 October 2020, Intact, Tryg and TClarke RSA entered into a confidentiality agreement dated 15 March 2024 (the “"RSA Confidentiality Agreement”") in relation to the Transaction, pursuant to which Regent has which, amongst other things, Intact and Tryg have undertaken to: (a) to keep confidential information relating to, inter alia, to RSA and to the Acquisition and TClarke Transaction confidential and not to disclose it to third parties (other than to with certain permitted partiesexceptions), unless required by law or regulation; and (b) use RSA has agreed to do the confidential same with respect to information only in connection with evaluation of the Acquisition, unless required by law or regulationrelating to Intact and Tryg. These confidentiality obligations shall will remain in force for a period until the earlier of one year from the date falling 12 months after the date of the Confidentiality Agreement. The Confidentiality Agreement also includes customary non-solicitation obligations on Regent, subject to customary carve-outs, for a period of 12 months from the date of the RSA Confidentiality Agreement and a completion of the Acquisition and the Scandinavia Carve-Out. The RSA Confidentiality Agreement contains standstill provision provisions which restrict Intact and Tryg (with certain exceptions) from acquiring or seeking to acquire interests in favour relevant securities of TClarke which ceases RSA, with those restrictions ceasing to apply upon release on the making of this Announcementannouncement. Clean Team Agreement On 30 October 2020, Intact, Tryg and RSA entered into a clean team agreement (the "RSA Clean Team Agreement") in relation to the Transaction, supplementing the RSA Confidentiality Agreement to ensure that the exchange of information between Intact, Tryg and RSA that is indispensable for the purpose of evaluating and negotiating the Transaction complies with applicable competition laws. The RSA Clean Team Agreement will remain in force until the earlier of: (i) termination of discussions in connection with the Transaction, if the Transaction does not proceed to Completion for any reason; or (ii) completion of the Transaction. Co-operation Agreement Pursuant to On the date of this announcement, Intact, Bidco, Tryg and RSA entered into a co-co- operation agreement dated 16 April 2024 (the “"Co-operation Agreement”): "), pursuant to which, among other things, Intact, Bidco, Tryg and RSA have agreed: (ai) TClarke has agreed to co-operate and provide each other with Regent reasonable information, assistance and access in relation to assist with the filings, submissions and notifications to be made for the process of obtaining of regulatory clearances and the making of all filings consents, clearances, permissions, waivers and/or approvals as may be necessary, from or necessary under the law, regulations or practices applied by any applicable regulatory authority in connection with the AcquisitionTransaction and/or the Acquisition Completion Holding Structure (as relevant); (ii) certain provisions that will apply in respect of the RSA Share Plans and certain other arrangements regarding employment matters and employee incentives, including Bidco, Tryg and Intact committing (except where prohibited by mandatory regulatory requirements) to maintain for a period of 12 months from Completion: (a) the same base salary and incentive opportunities which, taken as a whole, were provided to each RSA employee prior to Completion; (b) Regent benefits and allowance packages which, taken as a whole, are at least substantially comparable to those in place for each RSA employee prior to Completion and (c) applicable redundancy and severance payments, benefits and arrangements that are no less favourable than those set out in RSA's existing redundancy practices; and (iii) that the Scheme can only switch to a Takeover Offer with RSA's consent. In addition, RSA has agreed to provide TClarke with certain information for the purposes of the Scheme Document and to otherwise assist with co-operate in the preparation of the Scheme Document; (c) Regent has agreed to certain provisions if the Scheme should switch to a Takeover Offer; prospectus and (d) Regent and TClarke have agreed to certain arrangements other such documents required in respect of the TClarke Share PlansTryg Rights Issue and to procure certain actions are taken in connection with the Scandinavia Carve-Out in accordance with the Scheme. Intact, Bidco and Tryg have also agreed to certain obligations to obtain regulatory clearances, including that (subject to limited exceptions) the person(s) responsible for obtaining the relevant clearances will take all such actions as are necessary to ensure the satisfaction of the relevant merger control Conditions and will use reasonable efforts to ensure the satisfaction of the other regulatory Conditions. RSA has also agreed to include in the Scheme certain undertakings from (amongst others) Intact, Bidco, Tryg and RSA to carry out the steps necessary to effect the Scandinavia Carve-Out, including by procuring that the relevant companies in the RSA Group take relevant steps. The Co-operation Agreement can be terminated in certain circumstances, including, among other things if: (i) the Acquisition is withdrawn, terminated or lapses (subject to certain exceptions); (ii) Tryg does not take certain actions in relation to the Tryg General Meeting and the resolutions to be proposed at it; (iii) a competing offer completes, becomes effective or is declared unconditional; (iv) prior to the Long Stop Date any Condition has been invoked by Bidco; (v) the RSA Directors withdraw their recommendation of the Acquisition; (vi) the Conditions in paragraph 2 of Appendix 1 are not satisfied by the Long Stop Date; or (vii) the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Intact, Bidco, Tryg and RSA. Pursuant to the terms of the Co-operation Agreement, Bidco undertakes that it will terminatedeliver a notice in writing to RSA prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Conditions in paragraphs 2 and 3(v) of Appendix 1); or (ii) to the extent permitted by the Panel, amongst that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions. Memoranda of Understanding Intact and certain members of the RSA Group have entered into a separate memorandum of understanding with each of the UK Pension Trustees (together, the "Memoranda of Understanding"), the key terms of which will take effect conditional on Completion, agreeing to the continuation of current funding arrangements of approximately £75 million per annum (in total) plus expenses across the UK Pension Schemes and regulatory levies, with the £75 million per annum deficit contributions payable to the RIGPS and the SALPS to remain payable until full funding on a previously agreed longer term funding target basis is reached, an additional lump sum payment of just over £75 million (in total) across the UK Pension Schemes to be paid at or very shortly after Completion, serving to improve each UK Pension Scheme's funding position at that time, provisions which may result in mitigation being provided to the UK Pension Schemes if a return of capital or distribution (other things:than an ordinary course dividend) is paid by Intact where shareholder equity net of goodwill is below CAN$6 billion and certain Intact commitments with regard to ongoing information sharing and constructive engagement with the UK Pension Trustees.

Offer-related arrangements. Confidentiality Agreement Regent On 24 June 2021, Ancala and TClarke Augean entered into a confidentiality agreement dated 15 March 2024 (the “"Confidentiality Agreement”") in relation to the Offer, pursuant to which Regent has undertaken which, amongst other things, Ancala undertook to: (ai) subject to certain exceptions, keep confidential information relating toto Augean confidential, inter alia, the Acquisition and TClarke and not to disclose it to third parties (other than to certain permitted third parties), unless required by law or regulation; and (bii) use the such confidential information only in connection with evaluation of the AcquisitionOffer, unless required by law or regulation. These confidentiality obligations shall and certain other provisions of the Confidentiality Agreement remain in force for a period of one year two years from the date of the Confidentiality Agreement. The Confidentiality Agreement also includes contains certain other provisions, including a customary non-solicitation obligations on Regentsolicit provision, subject to customary carve-outswhich restricts Ancala from soliciting or employing certain Augean employees for a period of 12 months from the date of the Confidentiality Agreement, and standstill provisions which restrict Ancala for a period of 12 months from the date of the Confidentiality Agreement and a standstill provision from acquiring or agreeing or offering to acquire interests in favour certain securities of TClarke which ceases Augean without Augean's prior written consent, subject to apply upon release of this Announcementcustomary carve-outs. Co-operation Agreement Pursuant to Bidco and Augean have entered into a co-operation agreement dated 16 April 2024 (the “Co-operation Agreement”): (a) TClarke Agreement pursuant to which Bidco has agreed undertaken to co-operate with Regent Augean and its advisers for the purposes of implementing, and to assist with use reasonable endeavours to implement the obtaining of regulatory clearances 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; (b) Regent Offer. Bidco has agreed to promptly provide TClarke Augean with certain information such information, assistance and access as may reasonably be required for the purposes preparation of the Scheme Document and to otherwise assist any other document published in connection with the preparation of the Scheme Document; (c) Regent has agreed to certain provisions if the Scheme should switch to a Takeover Offer; and (d) Regent and TClarke have agreed to certain arrangements in respect of the TClarke Share PlansScheme. The Co-operation Agreement will terminateterminate if, amongst among others, one or more of the following occurs: • if agreed in writing between Augean and Bidco; • if the Offer is, with the permission of the Panel, withdrawn or lapses in accordance with its terms prior to the Long Stop Date (other things:than where such lapse or withdrawal is as a result of the exercise of Bidco's right to effect the Offer by way of a Takeover Offer rather than the Scheme); • if Scheme Shareholders vote at the Court Meeting and such vote does not achieve the requisite majorities for the Scheme to be approved, Augean Shareholders vote on the Resolutions at the General Meeting and any such vote does not achieve the requisite majority for the Resolutions to be passed or the Court refuses to sanction the Scheme; • if an offer made by a third party completes, becomes effective or is declared or becomes unconditional in all respects; • unless otherwise agreed by Xxxxx and Augean in writing, if the Effective Date has not occurred on or before the Long Stop Date; or • upon service of written notice by Bidco on Augean if: • the Augean Board: • withdraws, qualifies or adversely modifies the Augean Board Recommendation (as defined in the Co-operation Agreement); • prior to the publication of the Scheme Document (or offer document), withdraws, qualifies or adversely modifies its intention to make the Augean Board Recommendation in the Scheme Document (or offer document); • Augean does not include the Augean Board Recommendation in the Scheme Document (or offer document); or • a third party announces a firm intention to make an offer or a revised offer for the entire issued and to be issued ordinary share capital of Augean which is recommended by the Augean Board.

Offer-related arrangements. Confidentiality Agreement Regent PerkinElmer and TClarke IDS entered into a confidentiality agreement dated 15 16 March 2024 2021 (the “"Confidentiality Agreement”") pursuant to which Regent PerkinElmer has undertaken to: (a) to keep confidential information relating to, inter alia, the Acquisition and TClarke to IDS and not to disclose it to third parties (other than to certain permitted parties), unless required by law or regulation; and (bdisclosees) use the confidential information only in connection with evaluation of the Acquisition, unless required by law or regulation. These confidentiality obligations shall remain in force for a period of one year two years from the date of the Confidentiality Agreement. The Confidentiality Agreement also includes customary non-solicitation and standstill obligations on Regent, subject to customary carve-outs, for a period of 12 months from the date of the Confidentiality Agreement and a standstill provision in favour of TClarke which ceases to apply upon release of this AnnouncementPerkinElmer. Co-operation Agreement Pursuant to PerkinElmer UK and IDS entered into a co-operation agreement dated 16 April 2024 on the date of this Announcement (the “"Co-operation Agreement”): (a) TClarke has "), pursuant to which PerkinElmer UK and IDS have agreed to certain undertakings to co-operate and provide each other with Regent reasonable information, assistance and access in relation to assist with the obtaining of filings, submissions and notifications to be made in relation to any regulatory clearances and the making of all filings as authorisations (if any) that may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority required in connection with the Acquisition; (b) Regent has agreed to provide TClarke with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (c) Regent has agreed to certain provisions if the Scheme should switch to a Takeover Offer; and (d) Regent and TClarke have agreed to certain arrangements in respect of the TClarke Share Plans. The Co-operation Agreement records PerkinElmer UK's and IDS’ intention to implement the Acquisition by way of the Scheme, subject to the ability of PerkinElmer UK to proceed by way of a Takeover Offer which is subject to obtaining the consent of the Takeover Panel, if required. The Co-operation Agreement shall terminate with immediate effect if PerkinElmer UK and IDS so agree in writing. In addition, the Co-operation Agreement shall terminate if, inter alia (i) the IDS Directors withdraw, adversely modify or adversely qualify their recommendation of the Acquisition, (ii) the Scheme is withdrawn or lapses (other than where such lapse or withdrawal is a result of the exercise, with the consent of the Takeover Panel, of a right to switch to a Takeover Offer or is in connection with PerkinElmer UK implementing the Acquisition by a different scheme on substantially the same or improved terms and an announcement under Rule 2.7 of the Code is made in respect thereof), (iii) (save where IDS and PerkinElmer UK otherwise agree in writing) the Scheme does not become Effective by the Long Stop Date, or (iv) written notice is served by or on behalf of PerkinElmer UK or IDS where (x) a third party announces a firm intention to make an offer for IDS which is recommended by the IDS Directors and becomes effective or is declared unconditional in all respects; or (y) a Condition (other than a Condition set out in paragraph 1 of Part A of Appendix I to this Announcement) becomes incapable of satisfaction or is invoked (with the permission of the Takeover Panel) so as to cause the Acquisition not to proceed. The Co-operation Agreement also contains provisions that will terminate, amongst other things:apply in respect of the IDS Share Plans.

Offer-related arrangements. Confidentiality Agreement Regent On 17 June 2019, Merlin and TClarke the Consortium entered into a confidentiality agreement dated 15 March 2024 (the “"Confidentiality Agreement”") in relation to the Acquisition, pursuant to which Regent which, amongst other things, the Consortium, on behalf of Bidco has undertaken to: (a) subject to certain exceptions, keep confidential information relating to, inter alia, to Merlin and the Acquisition and TClarke confidential and not to disclose it to third parties (other than to certain permitted parties), unless required by law or regulation; and (b) use the such confidential information only in connection with evaluation of the Acquisition, unless required by law or regulation. These confidentiality obligations shall will remain in force for a period of one year from until 17 June 2021 (or, if earlier, the date completion of the Acquisition). The Confidentiality AgreementAgreement contains standstill provisions which restricted the Consortium from acquiring or offering to acquire interests in certain securities of Merlin; those restrictions ceased to apply on the making of this announcement. The Confidentiality Agreement also includes customary non-solicitation obligations contains restrictions on Regentthe Consortium soliciting or employing certain of Merlin’s employees, subject consultants and independent contractors. Joint Defence Agreement Merlin, the Consortium and their respective external legal counsels entered into a confidentiality and joint defence agreement (the "Joint Defence Agreement") dated 24 June 2019, the purpose of which is to customary carve-outsensure that the exchange or disclosure of certain materials relating to the parties only takes place between their respective external legal counsels and external experts, for and does not diminish in any way the confidentiality of such materials and does not result in a period waiver of 12 months from privilege, right or immunity that might otherwise be available. Bid Conduct Agreement and Bid Conduct Side Letter KIRKBI and Blackstone have entered into the date Bid Conduct Agreement, pursuant to which they have agreed certain principles in accordance with which they intend to cooperate in respect of the Confidentiality Acquisition. The terms of the Bid Conduct Agreement and include an agreement not to pursue a standstill provision competing proposal with respect to Merlin or take any action to frustrate the Acquisition or solicit or induce another person to make a competing proposal until such time as, among others, the offer (once made) completes, is withdrawn or lapses, a competing offer is effective or completes or they both agree to no longer pursue a transaction. Blackstone has also entered into the Bid Conduct Side Letter with CPPIB, which addresses CPPIB's cooperation in favour respect of TClarke which ceases to apply upon release of this Announcementthe Acquisition. Co-operation Cooperation Agreement Pursuant to a co-operation agreement dated 16 April 2024 the Cooperation Agreement, Bidco and Merlin have, amongst other things, each agreed to: (the “Co-operation Agreement”): (ai) TClarke has agreed cooperate in relation to co-operate with Regent to assist with the obtaining of regulatory clearances 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; and (bii) Regent has agreed cooperate in preparing and implementing appropriate proposals in relation to provide TClarke with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (c) Regent Merlin Share Plans. In addition, Bidco has agreed to certain provisions if the Scheme should switch to an Offer. The Cooperation Agreement will terminate in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, a Takeover Offer; and (d) Regent and TClarke have agreed competing offer completes, becomes effective or is declared unconditional, or if prior to certain arrangements in respect the Long Stop Date any Condition has been invoked by Bidco, if the Merlin Independent Directors withdraw their recommendation of the TClarke Share PlansAcquisition or if the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and Merlin. The Co-operation Agreement Pursuant to the terms of the Cooperation Agreement, Bidco undertakes that it will terminatedeliver a notice in writing to Merlin on the Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions); or (ii) to the extent permitted by the Panel, amongst other things:that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.

Offer-related arrangements. Confidentiality Agreement Regent Mars and TClarke Hotel Chocolat have entered into a confidentiality agreement dated 15 March 2024 (the “Confidentiality Agreement”) 16 October 2023 pursuant to which Regent each of Mars and Hotel Chocolat has undertaken undertaken, amongst other things, to: (a) keep confidential information relating to, inter alia, to the Acquisition and TClarke the other party and not to disclose it to third parties (other than to certain permitted parties), ) unless required by law or regulation; and (b) use the confidential information only in connection with evaluation of considering, evaluating, negotiating, implementing or advising on the potential Acquisition, unless required by law or regulation. These confidentiality obligations shall remain in force for a period of one year until two years from the date of the Confidentiality Agreement. The Confidentiality Agreement agreement also includes customary non-solicitation obligations on Regentcontains provisions pursuant to which each party has agreed not to solicit certain employees of the other party, subject to customary carve-outs, for a period of 12 months from the date of the Confidentiality months. Cooperation Agreement Bidco and Hotel Chocolat have entered into a standstill provision in favour of TClarke which ceases to apply upon release of this Announcement. Co-operation Agreement Pursuant to a co-operation cooperation agreement dated 16 April 2024 (the “Co-operation Agreement”): (a) TClarke has November 2023, pursuant to which, among other things, Bidco and Hotel Chocolat have each agreed to certain undertakings to co-operate and provide each other with Regent reasonable information, assistance and access in relation to assist with the obtaining of any filings, submissions and notifications to be made in relation to regulatory clearances and authorisations. The Cooperation Agreement records the making parties’ intentions to implement the Acquisition by way of Scheme, subject to the ability of Bidco to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel. The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Scheme does not become Effective by the Long-Stop Date, a competing transaction completes, becomes effective or is declared or becomes unconditional, any Condition has been invoked by Xxxxx (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, Bidco may terminate the Cooperation Agreement on written notice to Hotel Chocolat in certain circumstances, including where the Hotel Chocolat Directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re- issue (when reasonably requested by Bidco to do so) their unanimous recommendation that Hotel Chocolat Shareholders vote in favour of the Scheme or a competing transaction is recommended by the Hotel Chocolat Directors. Pursuant to the terms of the Cooperation Agreement, Bidco has undertaken that it will deliver a notice in writing to Hotel Chocolat on the Business Day prior to the Scheme Court Hearing confirming either: (i) the satisfaction or waiver of all filings as may Conditions (other than Condition 2(c)); or (ii) if permitted by the Panel, that it intends to invoke one or more Conditions. The Cooperation Agreement also contains provisions that will apply in respect of the Hotel Chocolat Share Schemes and certain other employee incentive arrangements. Clean Team Agreement Mars and Hotel Chocolat have entered into a due diligence clean team agreement dated 24 October 2023, which sets out how any confidential information that is commercially sensitive can be necessarydisclosed, from used or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition; (b) Regent has agreed to provide TClarke with certain information shared for the purposes of due diligence, integration planning and regulatory analysis and any associated clearance processes. Such commercially sensitive information must only be made available to the Scheme Document 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 otherwise assist with the preparation other employees, officers and directors of the Scheme Document; (c) Regent has agreed receiving party in specified circumstances and subject to certain provisions if restrictions. Confidentiality and Joint Defence Agreement Mars, Hotel Chocolat and their respective legal advisers have entered into a Confidentiality and Joint Defence Agreement dated 25 October 2023, the Scheme should switch purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external legal advisers and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a Takeover Offer; and (d) Regent and TClarke have agreed to certain arrangements in respect waiver of the TClarke Share Plans. The Co-operation Agreement will terminateprivilege, amongst other things:right or immunity that might otherwise be available.

Offer-related arrangements. Confidentiality Agreement Regent On 24 June 2021, Ancala and TClarke Augean entered into a confidentiality agreement dated 15 March 2024 (the “"Confidentiality Agreement”") in relation to the Offer, pursuant to which Regent has undertaken which, amongst other things, Ancala undertook to: (ai) subject to certain exceptions, keep confidential information relating toto Augean confidential, inter alia, the Acquisition and TClarke and not to disclose it to third parties (other than to certain permitted third parties), unless required by law or regulation; and (bii) use the such confidential information only in connection with evaluation of the AcquisitionOffer, unless required by law or regulation. These confidentiality obligations shall and certain other provisions of the Confidentiality Agreement remain in force for a period of one year two years from the date of the Confidentiality Agreement. The Confidentiality Agreement also includes contains certain other provisions, including a customary non-solicitation obligations on Regentsolicit provision, subject to customary carve-outswhich restricts Ancala from soliciting or employing certain Augean employees for a period of 12 months from the date of the Confidentiality Agreement, and standstill provisions which restrict Ancala for a period of 12 months from the date of the Confidentiality Agreement and a standstill provision from acquiring or agreeing or offering to acquire interests in favour certain securities of TClarke which ceases Augean without Augean's prior written consent, subject to apply upon release of this Announcementcustomary carve-outs. Co-operation Agreement Pursuant to Bidco and Augean have entered into a co-operation agreement dated 16 April 2024 (the “Co-operation Agreement”): (a) TClarke Agreement pursuant to which Bidco has agreed undertaken to co-operate with Regent Augean and its advisers for the purposes of implementing, and to assist with use reasonable endeavours to implement the obtaining of regulatory clearances 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; (b) Regent Offer. Bidco has agreed to promptly provide TClarke Augean with certain information such information, assistance and access as may reasonably be required for the purposes preparation of the Scheme Document and to otherwise assist any other document published in connection with the preparation of the Scheme Document; (c) Regent has agreed to certain provisions if the Scheme should switch to a Takeover Offer; and (d) Regent and TClarke have agreed to certain arrangements in respect of the TClarke Share PlansScheme. The Co-operation Agreement will terminateterminate if, amongst among others, one or more of the following occurs:  if agreed in writing between Augean and Bidco;  if the Offer is, with the permission of the Panel, withdrawn or lapses in accordance with its terms prior to the Long Stop Date (other things:than where such lapse or withdrawal is as a result of the exercise of Bidco's right to effect the Offer by way of a Takeover Offer rather than the Scheme);  if Scheme Shareholders vote at the Court Meeting and such vote does not achieve the requisite majorities for the Scheme to be approved, Augean Shareholders vote on the Resolutions at the General Meeting and any such vote does not achieve the requisite majority for the Resolutions to be passed or the Court refuses to sanction the Scheme;  if an offer made by a third party completes, becomes effective or is declared or becomes unconditional in all respects;  unless otherwise agreed by Bidco and Augean in writing, if the Effective Date has not occurred on or before the Long Stop Date; or  upon service of written notice by Bidco on Augean if:  the Augean Board:  withdraws, qualifies or adversely modifies the Augean Board Recommendation (as defined in the Co-operation Agreement);  prior to the publication of the Scheme Document (or offer document), withdraws, qualifies or adversely modifies its intention to make the Augean Board Recommendation in the Scheme Document (or offer document);  Augean does not include the Augean Board Recommendation in the Scheme Document (or offer document); or  a third party announces a firm intention to make an offer or a revised offer for the entire issued and to be issued ordinary share capital of Augean which is recommended by the Augean Board.

Offer-related arrangements. Confidentiality Agreement Regent On 17 June 2019, Xxxxxx and TClarke the Consortium entered into a confidentiality agreement dated 15 March 2024 (the “"Confidentiality Agreement”") in relation to the Acquisition, pursuant to which Regent which, amongst other things, the Consortium, on behalf of Bidco has undertaken to: (a) subject to certain exceptions, keep confidential information relating to, inter alia, to Xxxxxx and the Acquisition and TClarke confidential and not to disclose it to third parties (other than to certain permitted parties), unless required by law or regulation; and (b) use the such confidential information only in connection with evaluation of the Acquisition, unless required by law or regulation. These confidentiality obligations shall will remain in force for a period of one year from until 17 June 2021 (or, if earlier, the date completion of the Acquisition). The Confidentiality AgreementAgreement contains standstill provisions which restricted the Consortium from acquiring or offering to acquire interests in certain securities of Merlin; those restrictions ceased to apply on the making of this announcement. The Confidentiality Agreement also includes customary non-solicitation obligations contains restrictions on Regentthe Consortium soliciting or employing certain of Xxxxxx’s employees, subject consultants and independent contractors. Joint Defence Agreement Xxxxxx, the Consortium and their respective external legal counsels entered into a confidentiality and joint defence agreement (the "Joint Defence Agreement") dated 24 June 2019, the purpose of which is to customary carve-outsensure that the exchange or disclosure of certain materials relating to the parties only takes place between their respective external legal counsels and external experts, for and does not diminish in any way the confidentiality of such materials and does not result in a period waiver of 12 months from privilege, right or immunity that might otherwise be available. Bid Conduct Agreement and Bid Conduct Side Letter KIRKBI and Blackstone have entered into the date Bid Conduct Agreement, pursuant to which they have agreed certain principles in accordance with which they intend to cooperate in respect of the Confidentiality Acquisition. The terms of the Bid Conduct Agreement and include an agreement not to pursue a standstill provision competing proposal with respect to Xxxxxx or take any action to frustrate the Acquisition or solicit or induce another person to make a competing proposal until such time as, among others, the offer (once made) completes, is withdrawn or lapses, a competing offer is effective or completes or they both agree to no longer pursue a transaction. Blackstone has also entered into the Bid Conduct Side Letter with CPPIB, which addresses CPPIB's cooperation in favour respect of TClarke which ceases to apply upon release of this Announcementthe Acquisition. Co-operation Cooperation Agreement Pursuant to a co-operation agreement dated 16 April 2024 the Cooperation Agreement, Bidco and Xxxxxx have, amongst other things, each agreed to: (the “Co-operation Agreement”): (ai) TClarke has agreed cooperate in relation to co-operate with Regent to assist with the obtaining of regulatory clearances 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; and (bii) Regent has agreed cooperate in preparing and implementing appropriate proposals in relation to provide TClarke with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (c) Regent Merlin Share Plans. In addition, Xxxxx has agreed to certain provisions if the Scheme should switch to an Offer. The Cooperation Agreement will terminate in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses, a Takeover Offer; and (d) Regent and TClarke have agreed competing offer completes, becomes effective or is declared unconditional, or if prior to certain arrangements in respect the Long Stop Date any Condition has been invoked by Bidco, if the Merlin Independent Directors withdraw their recommendation of the TClarke Share PlansAcquisition or if the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and Merlin. The Co-operation Agreement Pursuant to the terms of the Cooperation Agreement, Bidco undertakes that it will terminatedeliver a notice in writing to Xxxxxx on the Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions); or (ii) to the extent permitted by the Panel, amongst other things:that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.