Common use of Separation Plan Clause in Contracts

Separation Plan. 5.9.1 The Seller shall, and shall procure that the Seller’s Group shall: (i) prepare a draft separation plan setting out the steps to be taken to enable the operational separation of the Elephant Group Business from the Retained Business, which shall address and be consistent with the Separation Plan Principles; (ii) discuss such draft separation plan with the Purchaser and take into account the Purchaser’s reasonable proposals thereon; 46 (iii) following such discussions, issue a revised separation plan (such revised plan, the “Separation Plan”); and (iv) thereafter use reasonable endeavours to satisfy the Seller Group’s obligations under the Separation Plan. 5.9.2 The Purchaser shall, and shall procure that the Purchaser’s Group shall: (i) provide all reasonable assistance and take all necessary steps as the Seller or any member of the Seller’s Group may reasonably require in order to prepare and implement the Separation Plan; and (ii) use reasonable endeavours to satisfy the Purchaser Group’s obligations under the Separation Plan. 5.9.3 Between the Put Option Date and the Closing Date, the Seller’s Group and the Purchaser’s Group shall consult with and take into account the reasonable input of the other in implementing the Separation Plan. They shall meet (virtually or in person) on no less than a monthly basis to discuss progress of the implementation of the Separation Plan. 5.9.4 The Seller shall bear all one-off costs and expenses incurred by the Seller’s Group and the Target Group Companies in connection with the preparation and implementation of the Separation Plan (including with respect to the IT separation) (whether incurred prior to or following the Closing Date), provided that, to the extent not agreed differently between the Seller and the Purchaser, the Seller’s Group shall not be required to bear any: (i) recurring, operational, business, maintenance and/or agreed upgrade costs incurred by the Purchaser’s Group or any Target Group Company arising in connection with or following the implementation of the Separation Plan (whether arising prior to, on or following Closing); (ii) costs and expenses which the Purchaser’s Group has agreed to bear under any Transaction Document or the Separation Plan Principles; (iii) costs and expenses of (A) the Purchaser’s Group incurred in connection with the performance of (x) the Purchaser Group’s obligations under the Separation Plan Principles; and (y) any obligations that are assigned by the Seller to the Purchaser’s Group under the Separation Plan and agreed to by the Purchaser acting in good faith and without delay (it being acknowledged that these obligations shall not be in contravention to the Separation Plan Principles if relevant), in each case, whether incurred prior to or following the Closing Date, and (B) the Purchaser’s advisers incurred in connection with the preparation and/or implementation of the Separation Plan; and (iv) costs and expenses that are agreed between the Seller and the Purchaser to be borne by the Purchaser’s Group. 5.9.5 Prior to the date on which any data in respect of, or relating to, the Elephant Group Business is made available by the Seller, or any member of the Seller’s Group, to the Purchaser, or any member of the Purchaser’s Group, the Seller and the Purchaser shall work together in good faith to agree suitable provisions to ensure 47 that data transfers or disclosures can be made in accordance with applicable law and existing contractual or confidentiality restrictions.

Separation Plan. 5.9.1 The Seller shallCompany and Buyer have agreed to a preliminary plan for the separation, transfer, migration and hand-over of the Business, including all data of the Company and its Subsidiaries or related to the Business and all Company IT Assets, in each case to the extent not already controlled by or in the possession of the Company, which plan is attached hereto as Exhibit F (the “Preliminary Separation Plan”). Except to the extent modified by the Final Separation Plan under this Section 6.20, the Parties (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) shall procure that each use their respective commercially reasonable efforts to implement those actions set out in the SellerPreliminary Separation Plan for which each Party (other than the KS Sellers and ▇▇ ▇▇▇▇▇▇▇) is identified as being primarily responsible thereunder (at such Party’s Group shall: (i) prepare a draft separation plan setting out own cost and expense), within the steps timeframe specified for those actions in the Preliminary Separation Plan, including such actions required to be taken implemented prior to enable the operational separation of Closing. The Parties shall use their respective commercially reasonable efforts to finalize the Elephant Group Business from the Retained Business, which shall address and be consistent with the Preliminary Separation Plan Principles; no later than fourteen (ii14) discuss such draft separation plan with days prior to the Purchaser and take into account the Purchaser’s reasonable proposals thereon; 46 (iii) following such discussions, issue a revised separation plan Closing (such revised final plan, the “Final Separation Plan”); and , which such Final Separation Plan shall set forth (ivA) thereafter use reasonable endeavours to satisfy post-Closing Date separation and migration activities and a timetable for completing the Seller Group’s obligations under actions contemplated by the Final Separation Plan. 5.9.2 The Purchaser shall, (B) activities required for the Parties to migrate off the Transition Services Agreement and (C) actions for which each Party shall procure be primarily responsible thereunder (at such Party’s own cost and expense); provided that the Purchaser’s Group shall: (i) provide all reasonable assistance and take all necessary steps as the Seller or any member delivery of the Seller’s Group may reasonably require in order to prepare and implement the Separation Plan; and (ii) use reasonable endeavours to satisfy the Purchaser Group’s obligations under the Separation Plan. 5.9.3 Between the Put Option Date and the Closing Date, the Seller’s Group and the Purchaser’s Group shall consult with and take into account the reasonable input of the other in implementing the Separation Plan. They shall meet (virtually or in person) on no less than a monthly basis to discuss progress of the implementation of the Separation Plan. 5.9.4 The Seller shall bear all one-off costs and expenses incurred by the Seller’s Group and the Target Group Companies in connection with the preparation and implementation of the Final Separation Plan (including with respect to the IT separation) (whether incurred prior to or following the Closing Date), provided that, to the extent not agreed differently between the Seller and the Purchaser, the Seller’s Group shall not be required a condition of the Parties’ obligations to bear any: (i) recurringconsummate the Transactions; provided, operationalfurther, business, maintenance and/or agreed upgrade costs incurred that if the Parties do not agree to a Final Separation Plan by the Purchaser’s Group or any Target Group Company arising in connection with or Closing, the Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) shall use their respective commercially reasonable efforts to finalize the Final Separation Plan as soon as reasonably practicable following the implementation Closing. Following the Closing, the Company and Congo shall use their respective commercially reasonable efforts to implement the Final Separation Plan by the expiration or termination of the Separation Plan (whether arising prior to, on or following Closing); (ii) costs and expenses which the Purchaser’s Group has agreed to bear under any Transaction Document or the Separation Plan Principles; (iii) costs and expenses of (A) the Purchaser’s Group incurred in connection with the performance of (x) the Purchaser Group’s obligations under the Separation Plan Principles; and (y) any obligations that are assigned by the Seller to the Purchaser’s Group under the Separation Plan and agreed to by the Purchaser acting in good faith and without delay (it being acknowledged that these obligations shall not be in contravention to the Separation Plan Principles if relevant), in each case, whether incurred prior to or following the Closing Date, and (B) the Purchaser’s advisers incurred in connection with the preparation and/or implementation of the Separation Plan; and (iv) costs and expenses that are agreed between the Seller and the Purchaser to be borne by the Purchaser’s GroupTransition Services Agreement. 5.9.5 Prior to the date on which any data in respect of, or relating to, the Elephant Group Business is made available by the Seller, or any member of the Seller’s Group, to the Purchaser, or any member of the Purchaser’s Group, the Seller and the Purchaser shall work together in good faith to agree suitable provisions to ensure 47 that data transfers or disclosures can be made in accordance with applicable law and existing contractual or confidentiality restrictions.

Separation Plan. 5.9.1 The Seller shall, and shall procure that 9.1 Following the Seller’s Group shalldate of this agreement: (ia) prepare a draft separation plan setting out the steps to be taken to enable the operational separation each of the Elephant Group Business from the Retained Business, which shall address Seller and be consistent with the Separation Plan Principles; (ii) discuss such draft separation plan with the Purchaser and take into account the Purchaser’s reasonable proposals thereon; 46 (iii) following such discussions, issue a revised separation plan (such revised plan, the “Separation Plan”); and (iv) thereafter shall use their respective reasonable endeavours to satisfy perform the Seller Group’s activities and obligations under the Separation Plan. 5.9.2 The Purchaser shall, and shall procure that the Purchaser’s Group shall: (i) provide all reasonable assistance and take all necessary steps for which they are responsible as the Seller or any member of the Seller’s Group may reasonably require set out in order to prepare and implement the Separation Plan; and (iib) the Seller shall procure until Completion that the Target Group Companies shall use their reasonable endeavours to satisfy perform the activities and obligations for which the Target Group is responsible, in each case, as set out in and in accordance with the timeframes set out in the Separation Plan (and to the extent permitted by Competition Law). 9.2 If the Purchaser Group’s is listed as “Responsible Party 2” in the Separation Plan, it will provide reasonable assistance to the Seller or the Target Group Companies (as applicable) to perform the activities and obligations for which the Seller or the Target Group respectively is primarily responsible. Each of the Seller and the Purchaser shall provide the other with updates not less than monthly (unless otherwise agreed), which outline in reasonable detail the progress made in implementing the activities and obligations for which it and, in the case of the Seller until Completion, the Target Group is responsible under the Separation Plan. 5.9.3 Between the Put Option Date and the Closing Date, the Seller’s Group and the Purchaser’s Group 9.3 The Seller shall consult with and take into account the review any reasonable input of the other in implementing amendments to the Separation Plan. They Plan that are requested by the Purchaser in good faith, and shall meet (virtually not unreasonably withhold or in person) on no less than a monthly basis delay its consent to discuss progress of the implementation of implementing any such amendments to the Separation Plan. 5.9.4 The Seller shall bear all one-off costs and expenses incurred by the Seller’s Group and the Target Group Companies in connection with the preparation and implementation of the Separation Plan (including with respect to the IT separation) (whether incurred prior to or following the Closing Date), provided that, to 9.4 To the extent not agreed differently between the Seller and the Purchaser, the Seller’s Group shall not be required to bear any: (i) recurring, operational, business, maintenance and/or agreed upgrade costs incurred by the Purchaser’s Group or any Target Group Company arising set out in connection with or following the implementation of the Separation Plan (whether arising prior toPlan, on or following Closing); (ii) costs and expenses which the Purchaser’s Group has agreed to bear under any Transaction Document or the Separation Plan Principles; (iii) costs and expenses of (A) the Purchaser’s Group incurred in connection with the performance of (x) the Purchaser Group’s obligations under the Separation Plan Principles; and (y) any obligations that are assigned by the Seller to the Purchaser’s Group under the Separation Plan and agreed to by the Purchaser acting in good faith and without delay (it being acknowledged that these obligations shall not be in contravention to the Separation Plan Principles if relevant), in each case, whether incurred prior to or following the Closing Date, and (B) the Purchaser’s advisers incurred in connection with the preparation and/or implementation as part of the Separation Plan; and (iv) costs , and expenses that are agreed between as soon as reasonably practicable following the date of this agreement, each of the Seller and the Purchaser shall notify the other party of the names and contact details (including email addresses and telephone numbers) of two individuals to whom such other party should direct any urgent and/or material issues or questions relating to the business of the Target Group Company or the Transaction generally for the attention of the notifying party. The nomination of such contacts shall be for administrative ease only and shall not impose any additional obligation on any party.‌ 9.5 The costs of implementing the activities and obligations under the Separation Plan, including all reasonable external costs and expenses incurred (Implementation Costs), shall be borne by the Purchaser’s Group. 5.9.5 Prior Seller and/or the Purchaser as allocated in the Separation Plan, subject to the date on which following terms: (a) any data in respect of, or relating to, Implementation Costs allocated to the Elephant Group Business is made available “Target” shall be borne by the Seller, or any member of the Seller’s Target Group, ; (b) to the Purchaser, or any member extent that the allocation of Implementation Costs of carrying out certain responsibilities is not set out in the Purchaser’s GroupSeparation Plan, the Seller and the Purchaser shall work together agree such costs and allocation in good faith faith; (c) to agree suitable provisions the extent any Implementation Costs allocated to ensure 47 the “Target” in respect of activities or obligations to be implemented on or prior to Completion: (i) will, or are expected to, either (A) exceed the cost estimate set out in the Separation Plan; or (B) be material (where the cost estimate states that data transfers the Implementation Costs are expected to be negligible);‌ (ii) do not have a cost estimate in the Separation Plan; or (iii) depend on, or disclosures can are subject to, the Purchaser’s selection of a solution or option for the relevant activity or obligation, the Seller shall, in each case, seek, and procure that no member of the Target Group shall incur such Implementation Costs without the Purchaser’s prior written consent (such consent not to be made unreasonably withheld, conditioned or delayed); (d) the Seller and the Purchaser shall (i) invoice the other for Implementation Costs for which they are entitled to charge pursuant to this clause 9.5; and (ii) pay such costs within 20 Business Days of receipt of such invoice; and (e) it is understood that Implementation Costs in accordance respect of external costs must be reasonable and comparable to costs typically charged by relevant leading suppliers in the European Union and United Kingdom. At the request of the party to whom Implementation Costs are invoiced, the invoicing party shall provide the other party with applicable law documentation and existing contractual or confidentiality restrictionsinformation that supports any invoiced Implementation Costs.

Separation Plan. 5.9.1 6.3.1 The Seller shallparties have agreed a written plan (which comprises a high level plan and a number of sub-plans, together the “Separation Plan”) to achieve Separation by the Mid-Corporate and Complex SME Data Migration Dates and to address Separation issues that may arise both before and following Data Migration. The current version of the Separation Plan (version ‘Rainbow Separation WRC High Level Plan v1.13 Baselined’) is in the Agreed Terms. The Separation Plan may be amended from time to time by agreement by the Joint *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. Implementation Committee, in accordance with the provisions set out in Part A of Schedule 23, and the plan as so amended from time to time shall procure that from the Seller’s Group shall:time of such agreement constitute the Separation Plan. 6.3.2 The Separation Plan includes a plan and timetable for Separation, including (without limitation): (i) prepare a draft separation complete plan setting out for the steps to be taken to enable the operational separation migration and redirection of the Elephant Group Business Retail Customers, SME Customers and Mid-Corporate Customers from the Retained Business, which shall address and be consistent with Business Sellers to the Separation Plan PrinciplesPurchaser’s Group; (ii) discuss such draft separation a complete plan with for the replacement by the Purchaser and take into account of any service provided by or on behalf of the Purchaser’s reasonable proposals thereon; 46RBSG Group to the Businesses (or any one of them); (iii) following such discussions, issue a revised separation plan (such revised plan, details and timing of any activities and responsibilities of the “parties in carrying out the Separation Plan, including milestones and associated criteria for “go/no go” decisions, which shall be made by the Joint Implementation Committee in accordance with Part A of Schedule 23; (iv) identification of any agreements between a member of the RBSG Group and a third party for the provision of services to the Businesses (or any one of them), including any consents required under such agreements in order to provide services under the Transitional Services Agreement (“TSA Consents”), and any expiry, renewal or similar event under any such agreement which falls within the period covered by the Separation Plan; (v) any other activities required to enable Separation to occur; (vi) safeguards to ensure minimal disruption to the Businesses and to both parties’ ongoing businesses until Separation is complete; and (ivvii) thereafter use reasonable endeavours appropriate levels of core and dedicated resources required to satisfy support Separation. The parties have further agreed certain matters in respect of Separation as set out in Part B of Schedule 23 (Certain Separation Matters). 6.3.3 Subject to the Seller Group’s obligations under last sentence of Clause 5.4.2, Clause 6.3.5 and Clause 6.11, the Business Sellers (acting together) and the Purchaser shall each bear their own costs of developing the Separation Plan. 5.9.2 6.3.4 The Purchaser shall, set-up costs reasonably and actually incurred by the RBSG Group to be able to provide the Transitional Services shall procure be dealt with in accordance with the provisions of paragraph 3.1 of Part B of Schedule 8. 6.3.5 To the extent that the Purchaser’s Group shall: (i) provide all reasonable Purchaser requests additional assistance and take all necessary from the Business Sellers in respect of putting in place the replacement services contemplated by Clause 6.3.2(ii), *** providing such assistance For the avoidance of doubt, any steps as the Seller or required to be taken by any member of the Seller’s RBSG Group may reasonably require in order to prepare and implement the Separation Plan; and (ii) use reasonable endeavours to satisfy the Purchaser Group’s obligations under the Separation Plan. 5.9.3 Between the Put Option Date and the Closing Date, the Seller’s Group and the Purchaser’s Group shall consult with and take into account the reasonable input of the other in implementing the Separation Plan. They shall meet (virtually wind down or in person) on no less than a monthly basis to discuss progress of the implementation of the Separation Plan. 5.9.4 The Seller shall bear all one-off costs and expenses incurred by the Seller’s Group and the Target Group Companies in connection with the preparation and implementation of the Separation Plan (including with respect exit existing services provided to the IT separation) (whether incurred prior to or following the Closing Date), provided that, to the extent not agreed differently between the Seller and the Purchaser, the Seller’s Group Businesses shall not be required constitute additional assistance for the purposes of this Clause 6.3.5. *** Material has been omitted pursuant to bear any: (i) recurring, operational, business, maintenance and/or agreed upgrade costs incurred by the Purchaser’s Group or any Target Group Company arising in connection with or following the implementation of the Separation Plan (whether arising prior to, on or following Closing); (ii) costs a request for confidential treatment and expenses which the Purchaser’s Group has agreed to bear under any Transaction Document or the Separation Plan Principles; (iii) costs and expenses of (A) the Purchaser’s Group incurred in connection with the performance of (x) the Purchaser Group’s obligations under the Separation Plan Principles; and (y) any obligations that are assigned by the Seller to the Purchaser’s Group under the Separation Plan and agreed to by the Purchaser acting in good faith and without delay (it being acknowledged that these obligations shall not be in contravention to the Separation Plan Principles if relevant), in each case, whether incurred prior to or following the Closing Date, and (B) the Purchaser’s advisers incurred in connection with the preparation and/or implementation of the Separation Plan; and (iv) costs and expenses that are agreed between the Seller and the Purchaser to be borne by the Purchaser’s Groupbeen filed separately. 5.9.5 Prior to the date on which any data in respect of, or relating to, the Elephant Group Business is made available by the Seller, or any member of the Seller’s Group, to the Purchaser, or any member of the Purchaser’s Group, the Seller and the Purchaser shall work together in good faith to agree suitable provisions to ensure 47 that data transfers or disclosures can be made in accordance with applicable law and existing contractual or confidentiality restrictions.

Separation Plan. 5.9.1 The (a) As soon as reasonably practicable following the execution of this Agreement and prior to Closing, Seller shall, at its sole cost and expense, use reasonable best efforts to complete the separation activities set forth on Exhibit E (except for those activities noted as Purchaser responsibilities) in accordance with the timing set forth thereon (the “Separation Plan”), in each case, upon mutually reasonably acceptable terms. (b) To the extent any activities set forth on the Separation Plan are not completed prior to the Closing, Seller or its Affiliates shall procure that complete such activities (except for those activities noted as Purchaser responsibilities), at its sole cost and expense, as promptly as practicable following the Closing as services under the Transition Services Agreement, provided that, (i) such services shall be provided at no cost to Purchaser and (ii) if the failure to complete such activities prior to the Closing affects the ability to commence any other services under the Transition Services Agreement upon the Closing, or Purchaser’s ability to exit any other such services in accordance with the timing set forth in the Transition Services Agreement, Purchaser may, in its sole discretion and at Seller’s Group shallsole cost and expense, extend the term of such services under the Transition Services Agreement by the duration of the delay in completion of the applicable activity. Notwithstanding anything to the contrary herein, Seller shall be solely responsible for all fees, costs and expenses incurred by Seller and its Affiliates to complete such activities or provide such services, whether performed prior to Closing or performed following the Closing as services under the Transition Services Agreement. (c) Promptly following the date of this Agreement (and in any event not later than ten (10) Business Days following the date of this Agreement), Seller and Purchaser shall designate: (i) prepare a draft separation plan setting out At least five (5) individuals each, primarily responsible for the steps to be taken to enable the operational separation operation of the Elephant Group Business from (the Retained Businessrepresentatives together being, which shall address the “Separation Managers”); and (ii) a senior representative each to act as its senior representative for overall separation matters (the “Senior Representative” and be consistent together with the Separation Managers, the “Separation Committee”). (d) The Separation Managers shall meet (which may be by telephone, teleconference, or video conference) once per week until the Closing (or such other date as agreed between Purchaser and Seller) in order to: (i) update Purchaser on the progress of the Separation Plan Principlesand discuss the progress of the separation and transition of Business Employees and Business Assets, including execution and negotiation of new Contracts, novations and obtaining third party consents and any other related separation matters, including the transfer of employees, the Separation Plan and overall day-one readiness, to the extent related to the Business (the “Separation Matters”); (ii) discuss such draft separation plan with and provide information relating to any delays known or reasonably expected, or any other legal or operational issues, in relation to implementation and completion of the Purchaser and take into account the Purchaser’s reasonable proposals thereon; 46Separation Plan; (iii) following discuss any steps that the parties hereto propose to take to remediate such discussionsdelays with, issue a revised separation plan (such revised planor issues relating to, implementation and completion of the “Separation Plan”); (iv) consult with Purchaser and consider in good faith its reasonable comments on key steps and actions relating to the Separation Matters, to the extent related to the Business; and (ivv) thereafter use reasonable endeavours discuss and to satisfy begin developing a detailed plan for migrating the Seller Group’s obligations services under the Separation PlanTransition Services Agreement and all related information and customer accounts to the applicable service recipients under the Transition Services Agreement. 5.9.2 (e) The Purchaser shall, and shall procure that the Purchaser’s Group shall: (i) provide all reasonable assistance and take all necessary steps as the Seller or any member of the Seller’s Group may reasonably require in order to prepare and implement the Separation Plan; and (ii) use reasonable endeavours to satisfy the Purchaser Group’s obligations under the Separation Plan. 5.9.3 Between the Put Option Date and the Closing Date, the Seller’s Group and the Purchaser’s Group shall consult with and take into account the reasonable input of the other in implementing the Separation Plan. They Committee shall meet (virtually or in person) at least twice per month on no less than a monthly biweekly basis to discuss progress Separation Matters, including validating with management of the implementation Transferred Entities the completion of the Separation Plan. 5.9.4 Matters pre-Closing (e.g., participating in testing and/or reviewing testing results). The Seller agenda of each such meeting shall bear all one-off costs include a detailed review of the status and expenses incurred by the Seller’s Group and the Target Group Companies in connection with the preparation and implementation details of the Separation Plan (including of personnel, legal structures, IT and technical separation and any delays or issues impacting the Separation Plan). Seller and Purchaser shall each designate one of their Senior Representatives to be the primary point of contact for informal interactions as often as is reasonably necessary between weekly meetings of the Separation Committee. (f) Each party hereto shall be entitled to change its members of the Separation Committee by providing the other party hereto with prior written notice of such change. (g) Five (5) Business days prior to the expected Closing Date, the Separation Committee shall meet to review the status of the Separation Matters and to confirm whether the actions contemplated by this Section 6.23 have been satisfied. (h) Any charges, fees, costs and expenses incurred by Purchaser or Purchaser’s Affiliates (including following the Closing, the Transferred Entities), in Purchaser’s sole discretion, in connection with the separation of the Company and the Business and the matters set forth on Exhibit F, including amounts payable by Purchaser or the Transferred Entities pursuant to the Transition Services Agreement) (collectively, “Purchaser Separation Costs”), shall be allocated eighty percent (80%) to Seller (such amount, the “Seller Separation Cost Contribution”) and twenty percent (20%) to Purchaser until the aggregate of the Seller Separation Cost Contribution equals $65,000,000 (“Carveout Cap”) and shall be reimbursed by Seller solely as set forth in clause (j) below. After the Carveout Cap has been met or exceeded, any additional Purchaser Separation Costs shall be borne solely by Purchaser. For the avoidance of doubt and notwithstanding anything to the contrary, nothing in this Section 6.23 shall impact Seller’s liability for Seller Indemnified Taxes. (i) From and after the date hereof, Purchaser shall have the sole and exclusive right to determine, in its reasonable discretion, the schedule, scope, standard of outcomes, and service level thresholds for all separation actions and activities giving rise to Purchaser Separation Costs, including the selection and management of third-party service providers (except with respect to the IT separationservices to be provided under the Transition Services Agreement, the schedule, scope, standard of outcomes, and service level thresholds for which shall be pursuant to the terms set forth in the Transition Services Agreement). (j) From and after the Closing, Purchaser shall provide Seller with a statement of all Purchaser Separation Costs incurred or paid on a monthly basis, and, until the Carveout Cap is reached, Seller shall pay in cash to Purchaser the amount of the Seller Separation Cost Contribution indicated in such statement (whether incurred and any still unpaid amount of the Seller Separation Cost Contribution indicated in any prior such statement) within ten (10) Business Days following Seller’s receipt of such statement from Purchaser; provided that (A) prior to or following the Closing Date)April 1, provided that2026, to the extent not agreed differently between the Seller and the Purchaser, the Seller’s Group shall not be required to bear any: make any such payments, (iB) recurringprior to October 1, operational2026, business, maintenance and/or agreed upgrade costs incurred by the Purchaser’s Group or any Target Group Company arising in connection with or following the implementation of the Separation Plan (whether arising prior to, on or following Closing); (ii) costs and expenses which the Purchaser’s Group has agreed to bear under any Transaction Document or the Separation Plan Principles; (iii) costs and expenses of (A) the Purchaser’s Group incurred in connection with the performance of (x) the Purchaser Group’s obligations under the Separation Plan Principles; and (y) any obligations that are assigned by the Seller to the Purchaser’s Group under the Separation Plan and agreed to by the Purchaser acting in good faith and without delay (it being acknowledged that these obligations shall not be required to make any such payments in contravention to the Separation Plan Principles if relevant), in each case, whether incurred prior to or following an aggregate amount since the Closing Datethat exceeds $15,000,000, and (BC) prior to January 1, 2027, Seller shall not be required to make any such payments in an aggregate amount since the Purchaser’s advisers incurred Closing that exceeds $55,000,000. Notwithstanding the foregoing, Seller may elect to prepay in connection with the preparation and/or implementation cash to Purchaser any or all of the Purchaser Separation Plan; andCosts up to the amount of the Carveout Cap at any time. (ivk) costs The parties hereto intend that any payment to Purchaser pursuant to this Section 6.23 be treated for U.S. federal and expenses that are agreed between the Seller applicable state and the Purchaser to be borne by the Purchaser’s Group. 5.9.5 Prior local Income Tax purposes as an adjustment to the date on which any data in respect of, or relating to, the Elephant Group Business is made available by the Seller, or any member Purchase Price of the Seller’s Group, to Company Interests and shall not take an inconsistent position for all applicable Tax purposes (including filing Tax Returns) unless otherwise required by a “determination” (within the Purchaser, or any member meaning of Section 1313(a) of the Purchaser’s Group, Code or comparable provisions of state and local Tax laws; provided with respect to a state or local determination that any such determination by an applicable Tax Authority shall only affect the Seller and parties’ obligations in the Purchaser shall work together in good faith to agree suitable provisions to ensure 47 that data transfers or disclosures can be made in accordance with applicable law and existing contractual or confidentiality restrictionsjurisdiction).

Separation Plan. 5.9.1 (a) An initial Separation Plan is set out in Schedule 9, the market cutover dates of which align with the Target Distribution Transfer Dates set out in Schedule 3 to the TDSA by which the Parties plan to effect Marketing Authorisation Transfer in respect of each of the Relevant Territories. (b) The Seller shall, Parties shall jointly and shall procure that the Seller’s Group shallin good faith finalise within twenty (20) Business Days of: (i) prepare the date of this Agreement, a draft separation plan setting out the steps to be taken to enable the operational separation further version of the Elephant Group Business from the Retained Business, which shall address and be consistent with the Separation Plan Principles; which shall focus on separation activities prior to Completion (ii) discuss such draft separation plan with the Purchaser and take into account the Purchaser’s reasonable proposals thereon; 46 (iii) following such discussions, issue a revised separation plan (such revised plan, the “"Preliminary Separation Plan”"); and (iv) thereafter use reasonable endeavours to satisfy the Seller Group’s obligations under the Separation Plan. 5.9.2 The Purchaser shall, and shall procure that the Purchaser’s Group shall: (i) provide all reasonable assistance and take all necessary steps as the Seller or any member of the Seller’s Group may reasonably require in order to prepare and implement the Separation Plan; and (ii) use reasonable endeavours to satisfy the Purchaser Group’s obligations under the Separation Plan. 5.9.3 Between the Put Option Date and the Closing DateCompletion, the Seller’s Group and the Purchaser’s Group shall consult with and take into account the reasonable input of the other in implementing the Separation Plan. They shall meet (virtually or in person) on no less than a monthly basis to discuss progress of the implementation final version of the Separation Plan which shall focus on separation activities following Completion (and shall include the deadline for submission to the applicable Governmental Entity each Marketing Authorisation) (the "Final Separation Plan"). 5.9.4 (c) The Seller Final Separation Plan shall bear all one-off costs and expenses incurred by the Seller’s Group and the Target Group Companies include any additional detail required in connection with the preparation activities to be completed by the relevant Parties between Completion and, in respect of each Relevant Territory, the earlier of: (i) the Marketing Authorisation Transfer Date; and implementation of (ii) the Market Authorisation Long Stop Date, without changing the Target Distribution Transfer Dates set out in Schedule 3 to the TDSA, which TDSA contains detailed provisions dealing with potential timing extensions. In any event, the Final Separation Plan (including shall be finalised with respect a view to setting out the IT separation) (whether incurred prior to or following the Closing Date), provided that, to the extent not agreed differently between the Seller and process by which the Purchaser, or the Seller’s Group shall not be required to bear any: (irelevant member(s) recurring, operational, business, maintenance and/or agreed upgrade costs incurred by of the Purchaser’s 's Group or any Target Group Company arising in connection with its or following their agent(s) or designee(s) shall become the implementation distributor of the Separation Plan Products in each of the Relevant Territories (whether arising prior toincluding, on or following Closing); (ii) costs and expenses without limitation to Schedule 11, the process by which the Purchaser’s Group has agreed to bear under any Transaction Document or the Separation Plan Principles; (iii) costs and expenses of (A) the Purchaser’s Group incurred in connection with the performance of (x) the Purchaser Group’s obligations under the Separation Plan Principles; and (y) any obligations that are assigned by the Seller to the Purchaser’s Group under the Separation Plan and agreed to by the Purchaser acting in good faith and without delay (it being acknowledged that these obligations shall not be in contravention to the Separation Plan Principles if relevant), in each case, whether incurred prior to or following the Closing Date, and (B) the Purchaser’s advisers incurred in connection with the preparation and/or implementation of the Separation Plan; and (iv) costs and expenses that are agreed between the Seller and the Purchaser to be borne by the Purchaser’s Group. 5.9.5 Prior to the date on which any data Marketing Authorisations in respect of, or relating to, the Elephant Group Business is made available by the Seller, or any member of the Seller’s Group, such Products shall be transferred to the Purchaser, or any member the relevant member(s) of the Purchaser’s Group's Group or its or their agent(s) or designee(s)), in a smooth and orderly manner, and with a view to achieving the Seller and Target Distribution Transfer Dates set out in Schedule 3 to the Purchaser shall work together in good faith to agree suitable provisions to ensure 47 that data transfers or disclosures can be made TDSA as extended in accordance with applicable law the terms of the TDSA. Each Party shall use its Commercially Reasonable Efforts to comply with the Preliminary Separation Plan and existing contractual or confidentiality restrictionsthe Final Separation Plan. The Final Separation Plan shall include a plan and timetable for Separation, to conclude no later than the Long Stop Date (as defined in the TDSA). (d) Notwithstanding any other provision of this Agreement and unless otherwise approved by the Seller in writing, the final Separation Plan to be agreed between the Parties in accordance with this clause 6.2 shall include the market cutover dates included in the preliminary Separation Plan set out in Schedule 9, subject to the provisions of the TDSA, which contains detailed provisions dealing with potential timing extensions.

Separation Plan. 5.9.1 The Seller Upon the terms and subject to the conditions set forth in this Agreement and the Separation Plan, prior to the Closing, the Company shall, and shall procure that cause its Affiliates, to use its reasonable best efforts to complete the Seller’s Group shall: (i) prepare a draft separation plan setting out the steps to be taken to enable the operational separation of the Elephant Group Business from the Retained Business, which shall address transactions and be consistent with activities contemplated by the Separation Plan Principles; (ii) discuss such draft separation plan with that are the Purchaser responsibility by the Company and take into account its Affiliates and the Purchaser’s reasonable proposals thereon; 46 (iii) following such discussions, issue a revised separation plan (such revised plan, the “Separation Plan”); and (iv) thereafter use reasonable endeavours to satisfy the Seller Group’s obligations under the Separation Plan. 5.9.2 The Purchaser shall, and Company shall procure that the Purchaser’s Group shall: transactions and activities 93 contemplated by the Separation Plan will be consummated in accordance with applicable Law and (if applicable) the terms of any collective bargaining agreement (or similar agreement) in force, such that, amongst other matters contemplated by the Separation Plan, the Company and its Affiliates (or their designee(s)), other than any Divested Company, shall (i) provide all reasonable assistance own the Excluded Assets, and take all necessary steps as the Seller or any member of the Seller’s Group may reasonably require in order to prepare and implement the Separation Plan; and (ii) use reasonable endeavours to satisfy be solely responsible for the Purchaser Group’s obligations under the Separation Plan. 5.9.3 Between the Put Option Date and the Closing Date, the Seller’s Group and the Purchaser’s Group shall consult with and take into account the reasonable input of the other in implementing the Separation Plan. They shall meet (virtually or in person) on no less than a monthly basis to discuss progress of the implementation of the Separation Plan. 5.9.4 The Seller shall bear all one-off costs and expenses incurred by the Seller’s Group and the Target Group Companies in connection with the preparation and implementation of the Separation Plan (including with respect to the IT separation) (whether incurred prior to or following the Closing Date), provided that, to the extent not agreed differently between the Seller and the Purchaser, the Seller’s Group shall not be required to bear any: (i) recurring, operational, business, maintenance and/or agreed upgrade costs incurred by the Purchaser’s Group or any Target Group Company arising in connection with or following the implementation of the Separation Plan (whether arising prior to, on or following Closing); (ii) costs and expenses which the Purchaser’s Group has agreed to bear under any Transaction Document or the Separation Plan Principles; (iii) costs and expenses of (A) the Purchaser’s Group incurred in connection with the performance of (x) the Purchaser Group’s obligations under the Separation Plan Principles; and (y) any obligations that are assigned by the Seller to the Purchaser’s Group under the Separation Plan and agreed to by the Purchaser acting in good faith and without delay (it being acknowledged that these obligations shall not be in contravention to the Separation Plan Principles if relevant)Excluded Liabilities, in each case, whether incurred without further Liability or recourse to the Buyer or its Affiliates (including, the Divested Companies following the Closing). The Company shall procure that all instruments, documents and agreements required to effect the transactions and activities contemplated by the Separation Plan are provided to the Buyer for review prior to or following their execution and, subject to such documents and agreements being in a form and substance reasonably satisfactory to the Buyer, are duly executed (and notarized if required) in accordance with applicable Law and copies certified by an authorized officer of the Company are provided to the Buyer at least 10 Business Days prior to the Closing. The Company shall procure that the Intercompany Obligations (other than the Permitted Intercompany Obligations) are settled prior to Closing. The Company shall procure that the Permitted Intercompany Obligations shall remain outstanding immediately prior to Closing Dateand the Buyer shall cause the intercompany loans set forth in clauses (iii), (iv) and (Bv) of the Purchaser’s advisers incurred definition of Permitted Intercompany Obligations to be refinanced through its applicable financing company in connection with the preparation and/or implementation of the Separation Plan; and (iv) costs and expenses that are agreed between the Seller and the Purchaser to be borne by the Purchaser’s Group. 5.9.5 Prior to the date on which any data Closing, in respect of, or relating to, the Elephant Group Business is made available by the Seller, or any member of the Seller’s Groupeach case, to the Purchaser, or any member extent the applicable intercompany loan was not settled prior to the Closing (as potentially contemplated with the prior written consent of the Purchaser’s Group, Buyer under the Seller and definition of Permitted Intercompany Obligation). The Buyer shall procure that any Intercompany Obligations that are included in Debt Obligations pursuant to clause (n) thereof will be paid by the Purchaser shall work together in good faith to agree suitable provisions to ensure 47 that data transfers or disclosures can be made applicable Divested Company in accordance with its terms. Without prejudice to the Company’s obligation to settle Intercompany Obligations prior to the Closing in accordance with Section 5.23(a), if any Intercompany Obligations that are receivables in a Divested Company are not settled by the Closing, the Company shall procure that such Intercompany Obligations will be paid to the applicable law and existing contractual or confidentiality restrictionsDivested Company in accordance with its terms.