Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 5, 2024 (March 4, 2024)

VIAVI SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-22874		94-2579683
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. Employer Identification Number)

1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286

(Address of principal executive offices and Zip Code)

(408) 404-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of the exchange on which registered
Common Stock, par value of $0.001 per share		VIAV		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On March 5, 2024, Viavi Solutions Inc., a Delaware corporation (the “Company”), issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the “Code”), disclosing that the Company and the board of directors of Spirent Communications plc, a company incorporated in England and Wales (“Spirent”), had reached an agreement on the terms of a recommended cash acquisition by Viavi Solutions Acquisitions Limited, a company incorporated in England and Wales and a wholly-owned subsidiary of the Company (“Bidco”), of the entire issued and to be issued ordinary share capital of Spirent (the “Acquisition”).

In connection with the Acquisition, (i) the Company, Spirent and Bidco entered into a Co-operation Agreement, dated as of March 5, 2024 (the “Co-operation Agreement”), (ii) the Company and certain financial institutions party thereto entered into a commitment letter, dated as of March 4, 2024 (including all exhibits, annexes and schedules thereto, the “Commitment Letter”) pursuant to which such financial institutions have committed, on terms and subject to the conditions described therein, to provide certain revolving and term loan facilities to the Company, and (iii) the Company and certain affiliates of Silver Lake named therein entered into an Investment Agreement, dated as of March 5, 2024 (the “Convertible Note Investment Agreement”) in respect of $400 million aggregate principal amount of unsecured 4.00% / 4.50% Convertible Senior PIK Toggle Notes (with a maturity date to be 7.5 years from the date of issuance) (the “Notes”). In addition, the Company and certain financial institutions named therein, among others, entered into an interim facilities agreement (substantially in the form of interim facilities agreement attached to the Commitment Letter) dated March 4, 2024 (the “Interim Facilities Agreement”) in respect of certain revolving and term loan facilities as more particularly described below. The Company also entered into certain derivative transactions intended to hedge foreign currency obligations of the Company in relation to the Acquisition.

Rule 2.7 Announcement

The Acquisition will be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the UK Companies Act 2006 (the “UK Companies Act”). Under the terms of the Acquisition, Spirent shareholders will be entitled to receive 172.5 pence in cash (the “Per Share Price”) for each Spirent ordinary share (for an aggregate value for the entire issued and to be issued ordinary shares of Spirent of £1,005 million, or US $1,277 million based on the GBP/USD exchange rate on March 4, 2024). Prior to completion of the Acquisition, the Spirent Board of Directors is permitted to declare, and pay subject to completion of the Acquisition, a dividend of 2.5 pence per Spirent ordinary share, in lieu of a final dividend for Spirent’s fiscal year ended December 31, 2023, without deduction to the Per Share Price.

The Acquisition is expected to be completed in the second half of 2024, subject to receipt of necessary regulatory approvals. The Scheme will lapse if the Acquisition is not completed before 11:59 p.m. UK time on September 6, 2025, or such later time and/or date as the Company and Spirent may agree in writing with, if required, the consent of the UK Panel on Takeovers and Mergers (the “Panel”) and/or approval High Court of Justice in England and Wales (the “Court”) (such date, the “Long Stop Date”).

The Acquisition is conditioned upon, among other things, (i) the approval of the Scheme by Spirent shareholders at the Court Meeting and the General Meeting (as such terms are defined in the Rule 2.7 Announcement), (ii) the receipt of applicable antitrust and other regulatory clearances, and (iii) the sanction of the Scheme by the Court. The conditions to the Acquisition are set out in full in the Rule 2.7 Announcement.

The foregoing summary of the Rule 2.7 Announcement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Rule 2.7 Announcement, which is attached as Exhibit 2.1 hereto and incorporated by reference herein.

Co-operation Agreement

On March 5, 2024, the Company, Bidco and Spirent entered into the Co-operation Agreement in connection with the Acquisition. Pursuant to the Co-operation Agreement, among other things, (i) the Company has agreed to use all reasonable endeavors (subject to certain limitations) to satisfy the regulatory conditions in sufficient time to complete the Acquisition prior to the Long Stop Date; (ii) Spirent has agreed to co-operate with Bidco to assist the satisfaction of certain regulatory conditions; (iii) Bidco has agreed to provide Spirent with certain information and to otherwise assist with the preparation of the Scheme Document; (iv) Bidco and Spirent have agreed to certain provisions providing Bidco with the ability to effect the Acquisition by way of a takeover offer rather than the Scheme; and (v) the Company, Bidco and Spirent have agreed certain arrangements in respect of employees and the Spirent Share Plans.

The Co-operation Agreement may be terminated in a number of customary circumstances, including if the Acquisition is withdrawn or lapses, if prior to the Long Stop Date any condition to the Acquisition becomes incapable of satisfaction, if the Spirent Board of Directors withdraws its recommendation of the Acquisition or recommends a competing proposal, 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 Spirent.

The foregoing summary of the Co-operation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Co-operation Agreement, which is attached as Exhibit 2.2 hereto and incorporated by reference herein.

Irrevocable Undertakings

The Scheme is subject to the approval of Spirent shareholders in accordance with the UK Companies Act. The Company and Bidco have received irrevocable undertakings from the directors of Spirent (collectively, the “Spirent Directors”) to support the Acquisition. Pursuant to such undertakings, the Spirent Directors have agreed to vote, or procure the vote of, their entire beneficial holdings of Spirent shares in favor of the Scheme at the Court Meeting and the General Meeting of Spirent shareholders or, if the Acquisition is implemented by way of a takeover offer, the Spirent Directors have agreed that they will accept such takeover offer.

The undertakings will continue to be binding in the event that a competing offer is made for Spirent. They will cease to be binding in certain circumstances, including if (i) Bidco announces that it does not intend to make or proceed with the Acquisition, (ii) the Scheme does not become effective, is withdrawn, or lapses in accordance with its terms, or (iii) a competing offer for the entire issued share capital of Spirent becomes or is declared unconditional or, if proceeding by way of scheme of arrangement, becomes effective.

The foregoing summary of the irrevocable undertakings does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the irrevocable undertakings, the form of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Commitment Letter; Interim Facilities

The Company and certain financial institutions party thereto entered into the Commitment Letter pursuant to which such financial institutions agreed, on terms and subject to the conditions described therein, to provide to the Company (i) an $800 million senior secured 7-year term loan facility (the “Term Facility”), (ii) a $300 million senior secured cash flow term loan facility (the “Cash Flow Facility”), (iii) a $100 million senior secured revolving facility (the “Revolving Facility” and, together with the Term Facility and the Cash Flow Facility, the “Facilities”), and (iv) interim facilities consisting of a $1.1 billion interim term loan facility and a $100 million interim revolving facility, as documented and made available pursuant to the terms of the Interim Facilities Agreement as contemplated by the Commitment Letter (the “Interim Facilities”).

The Interim Facilities Agreement contains, and any definitive financing documentation for the Facilities will contain, customary representations and warranties, events of default and covenants for transactions of this type, in each case as contemplated by the Commitment Letter. The availability of the borrowings under the Facilities or the Interim Facilities (as applicable) are subject to the satisfaction (or waiver) of certain customary conditions for financings of this nature, in each case as more fully described in the Commitment Letter and/or the Interim Facilities Agreement (as applicable). Any borrowings by the Company pursuant to the Interim Facilities will be due and payable on the date that is 90 days after the initial drawing under the Interim Facilities. The availability of the Facilities and the Interim Facilities will be subject to “certain funds” provisions as described in the Commitment Letter and consistent with the Code, with such provisions applying until the end of a “certain funds period” as described in the Commitment Letter.

The Company’s obligations under the Facilities will be guaranteed, on a joint and several basis, by all of the Company’s present and future wholly-owned, domestic subsidiaries, and secured by substantially all of the assets of the Company and such subsidiaries, in each case subject to certain exceptions described in the Commitment Letter and to be set forth in the definitive documents for the Facilities.

The foregoing summary of the Commitment Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Commitment Letter which is attached as Exhibit 10.2 hereto and incorporated by reference herein. The foregoing summary of the Interim Facilities Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Interim Facilities Agreement, which is attached as Exhibits D to the Commitment Letter and incorporated by reference herein.

Convertible Note Investment Agreement

The Company, SLP VII CM Victor Holdings, L.P. and SLA II CM Victor Holdings, L.P. (the “Purchasers”) entered into the Convertible Note Investment Agreement relating to the issuance and sale by the Company to the Purchasers of $400 million in aggregate principal amount of the Notes. The issuance of the Notes pursuant to the Convertible Note Investment Agreement (the “Note Issuance Date”) will occur on or after the effective date of the Acquisition, as set forth in the Convertible Note Investment Agreement.

Upon the Note Issuance Date, the Purchasers will be entitled to nominate one individual (the “Purchaser Designee”) to the Company’s Board of Directors (the “Board”), who will have the right, subject to certain exceptions, to join any committee of the Board so long as he or she meets any applicable requirements for such committee. The Company will nominate for election to the Board the Purchaser Designee for so long as the Purchasers and their affiliates beneficially own 40% or more of the aggregate principal amount of Notes the Purchasers and their affiliates collectively own immediately following the Note Issuance Date.

Pursuant to the Convertible Note Investment Agreement, the Purchasers and certain of their affiliates will be subject to a standstill provision from the time the Purchasers voluntarily elects not to designate a Purchaser Designee to the Board and ending on the earlier of (1) the one-year anniversary of such date and (2) the date of consummation of a change of control transaction (the “Standstill Period”). During the Standstill Period, the Purchasers and their affiliates will not, among other things and subject to specified exceptions, (i) make, engage or participate in any solicitation of proxies; (ii) form, join, or participate in any group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any securities of the Company; (iii) acquire or propose or agree to acquire beneficial ownership of shares of the Company’s common stock that exceeds the number of shares of the Company’s common stock that would have been issuable upon conversion of the initial aggregate principal amount of Notes at such time; (iv) seek to effect or facilitate certain extraordinary transactions; (v) call or seek to call any meeting of the Company’s stockholders or action by written consent, seek representation on, or removal of any directors of the Company from, the Board, solicit consents from stockholders of the Company or make a request for Company books and records; (vi) take any action in support of or make a proposal or request that constitutes controlling or changing the Board or management of the Company, any material change in the Company’s capitalization or dividend policy, a material change in management, seeking to amend the Company’s organizational documents, or cause a class of the Company’s securities to be delisted; (vii) make disparaging comments regarding the Company or its officers or directors; (viii) make public disclosures of plans or proposals regarding the Company that are inconsistent with the standstill provision; or (ix) enter into discussions or assist or encourage any third party with respect to the foregoing.

Subject to certain exceptions, for a period of 18 months after the Note Issuance Date, or earlier upon a change of control of the Company, the Purchasers will be restricted from transferring, or entering into an agreement that transfers the economic consequences of ownership of, the Notes or the shares of the Company’s common stock issuable or issued upon conversion or repurchase of the Notes.

The Purchasers, their affiliates, and their permitted transferees are also entitled to certain registration rights with respect to the Notes and the common stock issuable upon conversion or repurchase of the Notes, subject to specified limitations.

Subject to the terms of the Convertible Note Investment Agreement, the commitment under the Convertible Note Investment Agreement will terminate upon the lapsing or withdrawal, as applicable, of the Acquisition in accordance with the Code, or if the closing of the Acquisition does not occur prior to September 5, 2025, subject to an extension to November 5, 2025.

The Notes are expected to be governed by an Indenture between the Company and a trustee named therein (the “Indenture”). The Notes will bear interest, at the Company’s option, at a rate of 4.00% per annum if paid in cash or 4.50% per annum if paid as PIK interest. The interest on the Notes will be payable semi-annually in arrears. The Notes will mature on the 7.5 year anniversary of the Note Issuance Date (the “Maturity Date”), subject to earlier conversion or repurchase. Commencing on the third anniversary of the Note Issuance Date (or earlier, upon the occurrence of certain corporate events or other limited exceptions), the Notes will be convertible at the option of the holder at any time until the trading day prior to the Maturity Date.

The Notes will be the Company’s general senior unsecured obligations and rank equal in right of payment with all of the Company’s existing and future unsecured, unsubordinated indebtedness, and senior in right of payment to any indebtedness that is contractually subordinated to the Notes. The Notes will be guaranteed by the same subsidiaries of the Company that guarantee its outstanding 3.75% Senior Notes due 2029 or certain other debt.

Upon conversion, the principal amount of the Notes will be settled in cash, and the remainder of the conversion obligation in excess of the principal amount will be settled, at the Company’s option, in cash, shares of the Company’s common stock or a combination thereof. The initial conversion rate will be 97.8474 shares of the Company’s common stock per $1,000 principal amount of the Notes (which is equal to an initial conversion price of approximately $10.22 per share representing an approximate 5.0% conversion premium based on the closing price of $9.73 per share of the Company’s common stock on March 1, 2024), subject to customary anti-dilution and other adjustments, including in connection with any make-whole adjustment provided for in the Indenture as a result of certain extraordinary transactions.

With certain exceptions, upon a change in control of the Company or the failure of the Company’s common stock to be listed on certain stock exchanges (a “Fundamental Change”), the holders of the Notes may require the Company to repurchase for cash all or a portion of the Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest (at the PIK interest rate) up to, but excluding, the date of repurchase. In addition, if certain events constituting Make-Whole Fundamental Changes occur, the Company will, in certain circumstances, increase the conversion rate for any Notes converted in connection with such Make-Whole Fundamental Change. The Notes will not be redeemable by the Company prior to the Maturity Date.

The Indenture will provide for customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable, subject to certain conditions that will be set forth in the Indenture. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs.

The foregoing summary of the Convertible Note Investment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Convertible Note Investment Agreement, which is attached as Exhibit 10.3 hereto and incorporated by reference herein. The foregoing summary of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Indenture and the form of the Notes, which are attached as Exhibits A and B, respectively, to the Convertible Note Investment Agreement and incorporated by reference herein.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information related to the Commitment Letter, Interim Facilities and Convertible Note Investment Agreement contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02.

Unregistered Sale of Equity Securities.

The information related to the issuance of the Notes contained in Item 1.01 under “Convertible Note Investment Agreement” of this Current Report on Form 8-K is incorporated by reference. The Company intends to offer and sell the Notes and the shares, if any, issuable upon conversion of the Notes in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, based in part on representations made by the Purchasers in the Convertible Note Investment Agreement.

Item 8.01.

Other Events.

On March 5, 2024, the Company issued a press release announcing the terms of the Acquisition. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Notice to Shareholders Regarding UK Disclosure Requirements

The Company directs the attention of its shareholders to certain disclosure requirements applicable to the Acquisition. The relevant disclosure requirements are set out in Rule 8 of the Code, which is published and administered by the Panel. In particular, Rule 8.3 of the Code requires that any person who is interested (directly and indirectly) in 1% or more of any class of relevant securities of any party to the offer period must make (a) an “Opening Position Disclosure” and (b) a “Dealing Disclosure” if they deal in any relevant security of any party to the offer during the offer period. Spirent’s ordinary shares are relevant securities for the purposes of this offer period.

Further information about the Panel’s disclosure regime is available at: http://www.thetakeoverpanel.org.uk/disclosure. If a Company shareholder has any questions on these disclosure requirements, the Panel’s Market Surveillance Unit can be contacted on +44 (0)20 7638 0129.

Further Information; No Offer or Solicitation

The information contained in this Current Report on Form 8-K is not intended to and does not constitute or form part of an offer to sell or subscribe for or the solicitation of an offer to buy or subscribe for, sell or solicit any securities or any proxy, vote or approval in connection with the Acquisition or otherwise, nor shall there be any sale, issuance, subscription or transfer of securities in any jurisdiction in contravention of the laws of any such jurisdiction. It is intended that the Acquisition will be implemented by way of the Scheme document to be published by Spirent in due course. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information provided pursuant to the Scheme, unless with the consent of the Panel (and to the terms of the Co-operation Agreement), Bidco elects to implement the Acquisition by way of a takeover offer that will be made in compliance with applicable laws and regulations.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report on Form 8-K (including information incorporated by reference herein) oral statements made regarding the Acquisition, and other information published by the Company, Bidco, Spirent, and their respective subsidiaries contain statements which are, or may be deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Company, Bidco, Spirent, and their respective subsidiaries will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

Such forward-looking statements may relate to the Company’s, Bidco’s, Spirent’s, and any of their respective subsidiaries’ future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “assumes”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Company’s, Bidco’s, Spirent’s, or any of their respective subsidiaries’ operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Company’s, Bidco’s, Spirent’s, or any of their respective subsidiaries’ business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialise or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should, therefore, be construed in light of such factors. None of the Company, Bidco, Spirent, their respective subsidiaries, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties, and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

The forward-looking statements speak only at the date of this Current Report on Form 8-K. All subsequent oral or written forward-looking statements attributable to the Company, Bidco, Spirent, their respective subsidiaries, or any of their respective associates, directors, officers, employees, or advisers are expressly qualified in their entirety by the cautionary statement above. The Company expressly disclaims any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events, or otherwise.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Title or Description
2.1		Rule 2.7 Announcement
2.2		Co-operation Agreement
10.1		Form of Irrevocable Undertaking
10.2		Commitment Letter
10.3		Investment Agreement by and among the Company, SLP VII CM Victor Holdings, L.P. and SLA II CM Victor Holdings, L.P., dated as of March 5, 2024
99.1		Press Release dated March 5, 2024
104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Viavi Solutions Inc.

Date: March 5, 2024	By:	/s/ ILAN DASKAL
		ILAN DASKAL Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

Exhibit 2.1

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

5 March 2024

RECOMMENDED CASH ACQUISITION

Spirent Communications plc (“Spirent”)
by

Viavi Solutions Acquisitions Limited (“Bidco”)

(a company indirectly owned by Viavi Solutions Inc. (“Viavi”))

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Summary

●

The boards of Viavi, Bidco, and Spirent are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Spirent by Bidco. It is intended that the Acquisition be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the “Scheme” or “Scheme of Arrangement”).

●

Under the terms of the Acquisition, each Spirent Shareholder shall be entitled to receive:

175 pence for each Spirent Share held (the “Acquisition Value”).

●

The Acquisition Value comprises, for each Spirent Share:

○

172.5 pence in cash (the “Acquisition Price”); and

○

a special dividend of 2.5 pence per Spirent Share, in lieu of any final dividend for the year ended 31 December 2023 (the “Permitted Dividend”).

●

The Acquisition Value represents a premium of approximately:

○

61.4 per cent. to the Closing Price per Spirent Share of 108.4 pence on 4 March 2024 (being the last Business Day prior to the publication of this announcement);

○

55.5 per cent. to the volume weighted average price per Spirent Share of 112.5 pence for the one-month period ended on 4 March 2024 (being the last Business Day prior to the publication of this announcement); and

○

49.2 per cent. to the volume weighted average price per Spirent Share of 117.3 pence for the three-month period ended on 4 March 2024 (being the last Business Day prior to the publication of this announcement).

●

The Acquisition Price values the entire issued and to be issued ordinary share capital of Spirent at approximately £1,005 million, on a fully diluted basis.

●

In addition, Silver Lake is making a US$400 million long-term strategic investment in Viavi in connection with the Acquisition. Further details are set out in paragraph 13 of this announcement.

●

As part of the Acquisition, the boards of Viavi, Bidco and Spirent have agreed to the declaration and payment of the Permitted Dividend. The Permitted Dividend is intended and expected to be declared by the Spirent Board prior to the Effective Date and will be conditional upon, and only be payable if, the Scheme becomes Effective (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer becomes or is declared unconditional) to Spirent Shareholders on the register of members at the Scheme Record Time (or, if the Acquisition is implemented by way of a Takeover Offer, on the register of members on the date on which the Takeover Offer becomes or is declared unconditional). The Permitted Dividend will be paid not more than 14 days after the Effective Date and in the manner to be specified in the Scheme Document. Further details are set out in paragraph 17 of this announcement.

●

Viavi, Bidco and Spirent have agreed that the Spirent Board may declare and pay the Permitted Dividend without any reduction to the Acquisition Price. If, on or after the date of this announcement and prior to the Effective Date, any dividend, distribution, or other return of value is declared, made, or paid or becomes payable by Spirent (other than the Permitted Dividend), Bidco reserves the right to reduce the Acquisition Price payable under the terms of the Acquisition for the Spirent Shares by an amount equal to the amount of any such dividend, distribution or other return of value. In such circumstances, the Spirent Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

●

The entitlement of Spirent ADR Holders to the Acquisition Price under the terms of the Acquisition in respect of the Spirent Shares underlying their Spirent ADRs will be determined in accordance with the terms of the Spirent ADR Programme Deposit Agreement.

●

The Acquisition is conditional on, amongst other things, the approval of Spirent Shareholders and the satisfaction of certain regulatory conditions.

Spirent recommendation

●

The Spirent Directors, who have been so advised by Rothschild & Co and UBS as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the Spirent Directors, Rothschild & Co and UBS have taken into account the commercial assessments of the Spirent Directors. Rothschild & Co and UBS are providing independent financial advice to the Spirent Directors for the purposes of Rule 3 of the Takeover Code.

●

Accordingly, the Spirent Directors intend to recommend unanimously that Spirent Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution(s) to be proposed at the Spirent General Meeting (or, if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by Bidco), as the Spirent Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 1,347,466 Spirent Shares representing, in aggregate, approximately 0.23 per cent. of the share capital of Spirent in issue on 4 March 2024 (being the last Business Day prior to publication of this announcement).

●

Further details of the irrevocable undertakings given by the Spirent Directors are set out in Appendix III to this announcement.

Background to and reasons for the Acquisition

●

The Viavi Group is a global leader in communications test and measurement and optical technologies.

●

Viavi has been following the Spirent Group for a number of years and has been impressed with the strategy employed by the Spirent Board and its management team in creating a well-balanced and diversified business with a global presence. Viavi views the Spirent Group as a provider of complementary products and services that address the test, assurance, and automation challenges of a new generation of technologies.

●

Based on discussions with Spirent’s senior management team, Viavi and Bidco believe there is a high degree of alignment between the Viavi Group’s and the Spirent Group’s internal cultural identities and a shared understanding of how people work together to execute the business strategies. Viavi intends to continue its strategy to empower employees to learn and develop their skills to accelerate their career and to attract best-in-class talent.

●

Viavi believes there is a compelling strategic and financial rationale for the Acquisition to create a leading provider in test, measurement and assurance solutions better able to serve customer needs. Spirent’s product offerings and technological assets are highly complementary and synergistic to Viavi’s existing portfolio, which will enable the Combined Group to deliver high-performance, integrated solutions for networking and mission critical applications, including 5G & 6G wireless infrastructure.

●

Viavi believes that it can better serve its customers by combining its product offerings with Spirent’s complementary product portfolio. Viavi also believes that Spirent’s existing business would benefit from the opportunity to market a broader product offering and range of services to existing and new customers.

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By combining the Viavi Group and the Spirent Group, the Combined Group will be able to drive ongoing successful product development and create both immediate and sustainable strategic value.

Information on Viavi and Bidco

●

Bidco is a limited company registered in England and Wales and incorporated on 26 February 2024. Bidco is an indirect wholly owned subsidiary of Viavi. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition. Further details in relation to Bidco will be contained in the Scheme Document.

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Viavi is the ultimate parent company of the Viavi Group, a global leader in communications test and measurement and optical technologies. The Viavi Group enables customer innovation in industries ranging from telecommunication networks, cloud, hyperscale and enterprise data centres to consumer electronics and mission-critical avionics, transportation, aerospace, and anti-counterfeiting systems.

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The Viavi Group’s tools and intelligence help service providers, network equipment manufacturers (“NEMs”), and IT organisations build, test, certify, monitor, maintain, optimise, and troubleshoot complex physical and virtual networks.

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As a global provider in advanced thin film coatings, the Viavi Group enables precision optical products, including security pigments, light shaping optics, and custom filter technology for commercial and government customers worldwide.

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The Viavi Group has approximately 3,600 employees and serves a broad, global customer base, including América Móvil, AT&T Inc., Lumen Technologies, Inc. (formerly CenturyLink, Inc.), Cisco Systems, Inc., Nokia Corporation, British Telecom Openreach, Deutsche Telekom AG and Verizon Communications Inc.

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Although the Viavi Group already had a UK presence, it increased its UK presence following its successful acquisition and integration of Cobham’s test and measurement business in 2018. Since then, the Viavi Group has continued to invest in its UK business, and currently has approximately 400 employees, including more than 200 focused on research and development and product development, based at three locations across the UK.

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Viavi’s shares are publicly listed on NASDAQ with a current market capitalisation of approximately US$2.2 billion as at 4 March 2024 (being the last Business Day prior to publication of this announcement). For the financial year ended 1 July 2023, Viavi reported consolidated revenues of US$1,106 million (2022: US$1,292 million).

Information on Spirent

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The Spirent Group is a leading global provider of automated test and assurance solutions for networks, cybersecurity, and positioning. The Spirent Group provides products, services and managed solutions that address the test, assurance and automation challenges of technologies, including 5G, software-defined wide area networks (“SD-WAN”), cloud, and autonomous vehicles.

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Spirent’s international positioning, navigation and timing business also addresses the needs of customers in research and development, verification and integration testing, including the testing of hybrid positioning and sensor fusion under real-world conditions.

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The Spirent Group’s strategy is built on three pillars: (i) customer-centricity; (ii) innovation for growth; and (iii) operational excellence. The Spirent Group is executing on this strategy to further develop its offerings into live networks, increasing its recurring revenue streams, and providing value-added services and solutions across the product portfolio.

●

The Spirent Group has approximately 1,500+ employees, and serves approximately 1,100 customers in over 50 countries. The Spirent Group is headquartered in Crawley, UK and has a presence in 10 additional locations including Holmdel New Jersey, Calabasas California, Paignton UK, Plano Texas, Honolulu Hawaii, Beijing China and Bangalore India.

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For the financial year ended 31 December 2023, the Spirent Group generated revenue of US$474 million (2022: US$608 million), and adjusted operating profit of US$45 million (2022: US$130 million). The business performance is underpinned by a material order book, a strong balance sheet with a material cash balance and robust cash flows.

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The Spirent Shares are listed on the premium segment of the Official List and to trading on the main market of the London Stock Exchange. Spirent also operates a Level I sponsored ADR programme for which The Bank of New York Mellon acts as Depositary (the “Spirent ADR Programme”). Each Spirent ADR represents four Spirent Shares. The Spirent ADRs trade in the US on the OTC Pink market.

Timetable and Conditions

●

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Spirent and Spirent Shareholders under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the terms of the Co-operation Agreement and the consent of the Panel).

●

The Acquisition is conditional on, among other things, the approval of the requisite majority of Spirent Shareholders at the Court Meeting and the Spirent General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Spirent Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Spirent Shares voted at that meeting. In addition, the Special Resolution(s) to implement the Scheme must be passed by Spirent Shareholders representing at least 75 per cent. of votes cast at the Spirent General Meeting. Following the Court Meeting and the Spirent General Meeting, the Scheme must also be sanctioned by the Court before the Scheme becomes Effective.

●

The Acquisition is also subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in full in the Scheme Document. The Conditions include (amongst others) the receipt of relevant merger control and foreign investment clearances in the US, the UK, France and Germany.

●

Subject to the satisfaction or waiver (as applicable) of the Conditions, and certain terms and conditions set out in Appendix I to this announcement and to be set out in the Scheme Document, the Scheme is expected to become Effective (subject to the satisfaction, among other things, of certain regulatory conditions) during the second half of 2024. An expected timetable of principal events will be included in the Scheme Document.

●

The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the Spirent General Meeting, together with the Forms of Proxy for use at the Court Meeting and the Spirent General Meeting, will be distributed to Spirent Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement (or such later date as Spirent, Bidco and the Panel may agree).

Commenting on the Acquisition, Sir Bill Thomas, Chairman of Spirent, said:

“Spirent is a business with a differentiated value proposition, diversified portfolio of technology solutions, deep customer relationships and talented people. Despite these strengths, we recognise that the Spirent Group has been operating against an increasingly challenging market backdrop.

Having considered in great detail the interests of all Spirent Shareholders and Spirent as a whole, the Spirent Board believes that this all-cash offer recognises the underlying value of Spirent. That is why we intend to unanimously recommend this cash offer, which not only represents an attractive outcome for our investors, but also provides a significant opportunity for employees, customers and other stakeholders through what is a highly strategic and highly complementary combination.

With its strong management team, global scale and the cultural alignment between our businesses we are confident that in the Viavi Group we have found the right owner to take Spirent on to the next phase of its growth story.”

Commenting on the Acquisition, Eric Updyke, Chief Executive Officer of Spirent, said:

“Spirent has undergone a period of significant transformation and growth over recent years and I am proud of the significant progress we have made, thanks to the efforts and commitment of our people. We have evolved our offering and routes to market to focus more on high-quality, high-growth, software-centric solutions and have become a mission critical partner to our customers in a more complex and digitised world.

More recently, however, we have endured significant challenges due to the macro backdrop and the impact of this on our core end markets. These conditions are likely to continue for some time.

Combining with the Viavi Group brings together a highly complementary product offering which can be marketed globally. It will enable Spirent to build on the strategic progress we have made to date, with a partner that has the scale and resources to capitalise on the long-term growth opportunities ahead. The combination of the Viavi Group and the Spirent Group creates a stronger business that will be better able to compete in what remains a challenging market environment and we are confident in the opportunities this will bring for many of our stakeholders.”

Commenting on the Acquisition, Oleg Khaykin, President and CEO of Viavi, said:

“Viavi is proud to help enable its global customers to pursue innovation across the wide range of industries it serves. Combining our leading communications test and measurement and optical technologies and Spirent’s high-performance testing and assurance solutions is expected to deliver enhanced product solutions and applications, accelerate growth in new markets and strengthen innovation through expanded engineering and design capabilities. Further, we are uniting two teams with a shared passion for developing compelling and cutting-edge offerings for customers and a commitment to technological excellence. We are confident that the highly complementary nature of this transaction will position us to capitalise on opportunities ahead to drive increased revenue growth and long-term value creation for all stakeholders. We are pleased to welcome a strategic, long-term investment from Silver Lake in connection with this Acquisition. Silver Lake has an outstanding track record of supporting leading technology companies through both organic growth investments and scale acquisitions.”

This summary should be read in conjunction with the full text of this announcement, including the Appendices. The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions which will be set out in the Scheme Document (or, if the Acquisition is subsequently structured as a Takeover Offer, in the Offer Document). Appendix II to this announcement contains the sources of information and bases of calculations of certain information contained in this summary and this announcement; Appendix III contains a summary of the irrevocable undertakings received in relation to this Acquisition; and Appendix IV contains definitions of certain expressions used in this summary and in this announcement.

Spirent has, immediately before the publication of this announcement, published its audited results for the financial year ended 31 December 2023. There will be a Spirent conference call for investors and analysts at 8.30 a.m. on 5 March 2024 which will be accessible via Spirent’s website at https://corporate.spirent.com. A copy of the Spirent FY23 results presentation will be available on Spirent’s website at https://corporate.spirent.com.

Enquiries:

Viavi Solutions Inc.		Tel: + 1 408 404 6305
Oleg Khaykin, President and Chief Executive Officer Ilan Daskal, Executive Vice President and Chief Financial Officer Kevin Siebert, Senior Vice President, General Counsel & Secretary

Qatalyst Partners (Lead Financial Adviser to Viavi and Bidco)		Tel: +44 (0)20 3700 8820
Jason DiLullo
Peter Spofforth
Milad Zarpak

Wells Fargo Securities (Financial Adviser to Viavi and Bidco)		Tel: +44 (0)20 3942 8000
Rob Engel
Mark Hutt Preeti Raghupathi

Spirent Communications plc		Tel: +44 (0)12 9376 7676
Eric Updyke, Chief Executive Officer Paula Bell, Chief Financial & Operations Officer Angus Iveson, Company Secretary & General Counsel

Rothschild & Co (Joint Lead Financial Adviser to Spirent)		Tel: +44 (0)20 7280 5000
Aadeesh Aggarwal Albrecht Stewen Mitul Manji

UBS (Joint Lead Financial Adviser and Corporate Broker to Spirent)		Tel: +44 (0)20 7567 8000
Craig Calvert Sandip Dhillon Josh Chauhan

Jefferies (Financial Adviser and Corporate Broker to Spirent)		Tel: +44 (0)20 7029 8000
Philip Yates Phil Berkowitz Ed Matthews

Prosek Partners (Public Relations Adviser to Viavi and Bidco)		Tel: +44 (0)777 3331 5890
Philip Walters (UK) Andy Merrill (US)		Tel: +1 917 622 1252

Dentons Global Advisers (Public Relations Adviser to Spirent)		Tel: +44 (0)20 7038 7419
James Melville-Ross Humza Vanderman Leah Dudley

Fried, Frank, Harris, Shriver & Jacobson LLP is retained as legal adviser to Viavi and Bidco.

Linklaters LLP is retained as legal adviser to Spirent.

This announcement contains inside information in relation to Spirent. The person responsible for arranging the release of this announcement on behalf of Spirent is Angus Iveson, Company Secretary & General Counsel.

Important Notices

Qatalyst Partners LP, which is authorised by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the US, is acting exclusively as financial adviser to Viavi and Bidco and will not be responsible to anyone other than Viavi and Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this announcement. No representation or warranty, express or implied, is made by Qatalyst Partners LP as to the contents of this announcement.

Wells Fargo Securities, LLC, a subsidiary of Wells Fargo & Company, which is authorised by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the USA, is acting exclusively as financial adviser to Viavi and Bidco and will not be responsible to anyone other than Viavi and Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this announcement.

N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Spirent and no one else in connection with the Acquisition and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained in this announcement, the acquisition of Spirent or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

UBS AG London Branch (“UBS”) is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the UK. UBS is acting exclusively as corporate broker and financial adviser to Spirent and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matter referred to herein.

Jefferies International Limited (“Jefferies”) is authorised and regulated in the UK by the Financial Conduct Authority. Jefferies is acting exclusively as financial adviser and corporate broker to Spirent and no one else in connection with the Acquisition and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained in this announcement, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Jefferies as to the contents of this announcement

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell, or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document to be published by Bidco) which, together with the Forms of Proxy (or forms of acceptance), shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision or vote in respect of, or acceptance of, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

This announcement is not an advertisement and does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions other than England and Wales.

Spirent will prepare the Scheme Document to be distributed to Spirent Shareholders. Spirent, Viavi and Bidco urge Spirent Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

Overseas Shareholders

The release, publication, or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed, or sent in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees, and trustees) must not mail or otherwise distribute or send them in, into, or from such jurisdictions where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The availability of the Acquisition to Spirent Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.

The Acquisition shall be subject to the applicable requirements of English law, the Takeover Code, the Panel, the London Stock Exchange, and the Financial Conduct Authority.

Additional Information for US Investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.

However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would in addition need to be made in compliance with any applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the US by Bidco and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent outside the US, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US shareholder or holder of Spirent ADRs pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes. Each Spirent Shareholder and Spirent ADR Holder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.

Financial information relating to Spirent included in this announcement and the Scheme Document (or, if applicable, the Offer Document) has been or shall have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Bidco and Spirent are organised under the laws of England and Wales. Some or all of the officers and directors of Bidco and Spirent, respectively, are residents of countries other than the US. In addition, most of the assets of Bidco and Spirent are located outside the US. As a result, it may be difficult for US shareholders of Spirent and Spirent ADR Holders to effect service of process within the US upon Bidco or Spirent or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the US.

Forward-Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Spirent, any member of the Spirent Group, Viavi, Bidco, or any member of the Viavi Group, contain statements which are, or may be deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Spirent, any member of the Spirent Group, Viavi, Bidco, any member of the Viavi Group, or any member of the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement may relate to Spirent, any member of the Spirent Group, Viavi, Bidco, any member of the Viavi Group, or any member of the Combined Group’s future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “assumes”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Spirent, any member of the Spirent Group, Viavi, Bidco, any member of the Viavi Group, or any member of the Combined Group’s operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Spirent, any member of the Spirent Group, Viavi, Bidco, any member of the Viavi Group, or any member of the Combined Group’s business.

None of Spirent, any member of the Spirent Group, Viavi, Bidco, nor any member of the Viavi Group, nor any member of the Combined Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties, and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Combined Group, there may be additional changes to the Combined Group’s operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Spirent, any member of the Spirent Group, Viavi, Bidco, or any member of the Viavi Group, or any member of the Combined Group, or any of their respective associates, directors, officers, employees, or advisers, are expressly qualified in their entirety by the cautionary statement above.

Spirent, any member of the Spirent Group, Viavi, Bidco, any member of the Viavi Group and any member of the Combined Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events, or otherwise.

No Profit Forecasts or Estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Viavi or Spirent, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Viavi or Spirent, as appropriate.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, then they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made, can be found in the Disclosure Table on the Panel’s website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, then you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses, and certain information provided by Spirent Shareholders, persons with information rights, and other relevant persons for the receipt of communications from Spirent may be provided to Viavi and/or Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Spirent’s and Viavi’s websites at https://corporate.spirent.com and https://investor.viavisolutions.com/overview/default.aspx by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Spirent Shareholders may request a hard copy of this announcement by contacting Equiniti Limited by: (i) submitting a request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK; or (ii) contacting Equiniti between 8:30 a.m. and 5:30 p.m. (UK time), Monday to Friday (excluding English and Welsh public holidays), on +44 (0) 333 207 6530 (calls from outside the UK will be charged at the applicable international rate and you should use the country code when calling from outside the UK) -– calls may be recorded and monitored for training and security purposes. You must provide your full name and the full address to which the hard copy may be sent. Shareholders may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or accountant, or from an independent financial adviser duly authorised under the Finance Services and Markets Act 2000 (as amended).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Spirent confirms that as at the date of this announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 578,646,363 Spirent Shares of 3 & 1/3 pence each. There are no Spirent Shares held in treasury. The International Securities Identification Number (ISIN) of the Spirent Shares is GB0004726096. Spirent’s Legal Entity Identifier is 213800HKCUNWP1916L38.

Spirent has a Level I sponsored ADR programme for which The Bank of New York Mellon acts as Depositary. One ADR represents four Spirent Shares. The Spirent ADRs trade in the US on the OTC Pink market. The trading symbol for these securities is SPMYY, the CUSIP number is 84856M209 and the ISIN is US84856M2098.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

5 March 2024

RECOMMENDED CASH ACQUISITION

Spirent Communications plc (“Spirent”)
by

Viavi Solutions Acquisitions Limited (“Bidco”)

(a company indirectly owned by Viavi Solutions Inc. (“Viavi”))

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Introduction

The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, Spirent Shareholders who are on the register of members of Spirent at the Scheme Record Time shall be entitled to receive:

175 pence for each Spirent Share held (the “Acquisition Value”).

The Acquisition Value comprises for each Spirent Share:

●

172.5 pence in cash (the “Acquisition Price”); and

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a special dividend of 2.5 pence per Spirent Share, in lieu of any final dividend for the year ended 31 December 2023 (the “Permitted Dividend”).

The Acquisition Value represents a premium of approximately:

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61.4 per cent. to the Closing Price per Spirent Share of 108.4 pence on 4 March 2024 (being the last Business Day prior to the publication of this announcement);

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The Acquisition Price values the entire issued and to be issued ordinary share capital of Spirent at approximately £1,005 million, on a fully diluted basis.

In addition, Silver Lake is making a US$400 million long-term strategic investment in Viavi in connection with the Acquisition. Further details are set out in paragraph 13 of this announcement.

As part of the Acquisition, the boards of Viavi, Bidco and Spirent have agreed to the declaration and payment of the Permitted Dividend. The Permitted Dividend is intended and expected to be declared by the Spirent Board prior to the Effective Date and will be conditional upon, and only be payable if, the Scheme becomes Effective (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer becomes or is declared unconditional) to Spirent Shareholders on the register of members at the Scheme Record Time (or, if the Acquisition is implemented by way of Takeover Offer, on the register of members on the date on which the Takeover Offer becomes or is declared unconditional). The Permitted Dividend will be paid not more than 14 days after the Effective Date and in the manner to be specified in the Scheme Document. Further details are set out in paragraph 17 of this announcement.

Viavi, Bidco and Spirent have agreed that the Spirent Board may declare and pay the Permitted Dividend without any reduction in the Acquisition Price. If, on or after the date of this announcement and prior to the Effective Date, any dividend, distribution, or other return of value is declared, made, or paid or becomes payable by Spirent (other than the Permitted Dividend), Bidco reserves the right to reduce the Acquisition Price payable under the terms of the Acquisition for the Spirent Shares by an amount equal to the amount of any such dividend, distribution or other return of value. In such circumstances, the Spirent Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

The Acquisition is conditional on, amongst other things, the approval of Spirent Shareholders and the satisfaction of certain regulatory conditions.

It is expected that the Scheme Document will be published as soon as reasonably practicable and in any event within 28 days of this announcement or such later date as Spirent, Bidco and the Panel agree, and that the Court Meeting and the Spirent General Meeting will be held as soon as practicable thereafter. It is expected that the Scheme will become Effective (subject to the satisfaction, among other things, of certain regulatory conditions) during the second half of 2024. The Scheme Document and Forms of Proxy will be made available to Spirent Shareholders at no charge to them.

Background to and Reasons for the Acquisition

The Viavi Group is a global leader in communications test and measurement and optical technologies and has a history of successfully executing and integrating acquisitions.

Viavi has been following the Spirent Group for a number of years and has been impressed with the strategy employed by the Spirent Board and its management team in creating a well-balanced and diversified business with a global presence. Viavi views the Spirent Group as a provider of complementary products and services that address the test, assurance and automation challenges of a new generation of technologies.

Viavi and Bidco believe there is a compelling strategic and financial rationale for the Acquisition to create a leading provider in the product and increasingly solutions-based test, measurement and assurance markets. The need for a trusted test, measurement and assurance partner is growing as existing and new customers increasingly move to automation. The Spirent Group’s product offerings and technological assets are highly complementary and synergistic to the Viavi Group’s existing portfolio, and will enable the Combined Group to deliver high-performance, integrated solutions for networking and mission critical applications, including 5G & 6G wireless infrastructure. Increasingly, the Viavi Group’s customers are looking for competitive point products combined with open standards to provide increased flexibility. This flexibility allows products to be dynamically integrated for certain use-cases, and enables products to be used in existing markets as well as to diversify into new markets and verticals.

Viavi and Bidco believe that they can better serve the Viavi Group’s customers by combining its product offerings with Spirent Group’s complementary product portfolio. Viavi and Bidco also believe that the Spirent Group’s existing business would benefit from the opportunity to market a broader product offering and range of services to existing and new customers.

Viavi and Bidco value the investment that the Spirent Group has made in its technology and the infrastructure and expertise within the Spirent Group and believes the Combined Group will drive ongoing successful product development (in particular with regard to artificial intelligence and machine learning, security, cloud-native architecture and automation) as well as generate improved cost-performance and “lab-to-live” production deployment. In addition, Viavi and Bidco believe that the Acquisition will create new market opportunities for increased investment and partnership in specific high growth areas, including, amongst others, segment diversification, which would be challenging to achieve on a standalone basis. Viavi and Bidco are of the view that the Acquisition can therefore create both immediate and sustainable strategic value.

In particular, Viavi and Bidco believe the Acquisition will:

Create a leading provider of test, assurance, and security solutions for research and development labs, service providers, data centers, and mission critical infrastructure

The Spirent Group has a differentiated portfolio of high-performance automated testing and assurance solutions for networks, security and positioning, decades of experience in developing leading-edge solutions for the world’s largest customers, as well as expertise in developing automated testing and assurance software solutions for laboratory applications. The Viavi Group is a global provider of telecommunications test, monitoring and assurance solutions that help service providers, NEMs and IT organisations build, test, certify, monitor, maintain, optimise, and troubleshoot complex physical and virtual networks, as well as being a leading provider in developing precision optical products and technologies for commercial and government customers worldwide. Merging the highly complementary product portfolios and services will enable the Combined Group to deliver solutions for various markets and applications.

Provide diversification and accelerated growth in attractive, adjacent market verticals

The combination of the Viavi Group’s and the Spirent Group’s current and future product offerings will position the Combined Group to bring to market innovative solutions across high-growth cloud service providers, enterprise/IT networks, 5G private networks, 6G+, positioning, navigation and timing verticals.

Achieve greater engineering, research and development and design capabilities to accelerate new technology development and product innovation

Viavi and Bidco believe that building on the combined expertise of the engineering, research and development and design teams of both the Viavi Group and the Spirent Group will result in greater engineering, research and development and design capabilities to accelerate new technology development and product innovation, in particular with regard to artificial intelligence and machine learning, security, cloud-native architecture and automation.

Further, the Combined Group will benefit from additional financial and operational resources to continue its leadership in research & development to deliver new products to new verticals to help customers solve their most difficult challenges.

Achieve greater operating leverage and generate cost synergies

Given the complementary nature of both the Viavi Group and the Spirent Group, Viavi and Bidco believe that the Acquisition will create new market opportunities.

Based on the preliminary analysis to identify potential operational efficiencies and relying principally on Viavi’s understanding of the market and experience in conducting and integrating previous acquisitions, Viavi and Bidco anticipate annual run-rate cost synergies of up to US$75 million approximately two years after Completion. Due to Spirent’s and Viavi’s highly complementary technologies, Viavi anticipates the cost efficiencies to be achieved outside of the Combined Group’s research and development function, primarily through improvements to the Combined Group’s operations, the rationalisation of design resources as well as in relation to engineering tools and licences, “go-to-market” resources, budgets and within the supply chain. In addition, Viavi and Bidco anticipate that cost synergies will be achieved through the elimination or reduction of functions and expenses which have historically been related to Spirent’s status as a listed company that will no longer be required due to Spirent ceasing to be a listed company. Further, based on the preliminary analysis carried out to date, Viavi anticipates using its US net operating losses to lower the Combined Group’s blended non-GAAP tax rate from Completion.

The Acquisition is expected to be accretive to non-GAAP earnings per share (EPS) within two years of the Effective Date. Viavi will prioritise debt paydown utilising free cash flow generation following Completion to lower leverage ratios of the Combined Group to less than 4.0x gross and 3.0x net over the long term.

Recommendation

Accordingly, the Spirent Directors intend to recommend unanimously that Spirent Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution(s) to be proposed at the Spirent General Meeting (or, if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by Bidco), and the Spirent Directors have irrevocably undertaken to do so in respect of their own beneficial holdings of 1,347,466 Spirent Shares representing, in aggregate, approximately 0.23 per cent. of the share capital of Spirent in issue on 4 March 2024 (being the last Business Day prior to publication of this announcement).

Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

Background to and Reasons for the Recommendation

The Spirent Group delivered robust financial and operational performance in the years up to and including 2022. However, as has been widely recognised, the performance in 2023 was impacted by significant challenges to the telecoms sector with a number of the Spirent Group’s customers curtailing their expenditure and technology investments in response to broader macroeconomic conditions. This materially reduced full year revenue in 2023 and, due to the negative operating leverage impact, significantly reduced the profitability of the business.

Whilst the Spirent Group has continued to invest in its established business to ensure that it is able to benefit from any recovery in the sector, the Spirent Group has more recently accelerated its focus on other verticals such as its positioning business and in hyperscalers. However, this is not likely to drive material growth in the short-to-medium term.

The Spirent Directors believe that the Spirent Group’s prospects are fully recognised in the value of the Acquisition. In assessing the Acquisition, the Spirent Directors recognise the ongoing challenges facing the telecoms market which are expected to last through 2024 and, potentially, into 2025, and the impact these will have on customer spend and decision making. Continuing investment to protect research and development leadership positions is critical, but reduces the opportunity for further material cost saving initiatives, other than those already completed or being implemented.

Looking forward, the Spirent Group’s reduced size and scale, lack of visibility on the timing of resumption of customer spending, and ongoing cost inflation, create an uncertain outlook with limited visibility around the ability of the business to return to 2022 levels of revenue and profitability in the short to medium term. As a result, the Acquisition represents a compelling opportunity for Spirent Shareholders to accelerate and de-risk the potential future value creation, and realise an immediate and certain cash exit for their investment at a significant premium to the prevailing share price.

In considering the financial terms of the Acquisition, the Spirent Directors have taken into account a number of factors, including:

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the Spirent Directors believe that the Acquisition fairly reflects the Spirent Group’s positioning as a trusted partner in the global telecoms and technology space and offers the opportunity to create a new leading presence in the industry;

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the Acquisition provides Spirent Shareholders with an opportunity to realise immediate and certain value without being exposed to the inherent risks of an uncertain macro-economic and market backdrop, with material uncertainty around the timing of an improvement to market conditions;

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the Acquisition represents an attractive EV/EBIT multiple of 26.7 times the Spirent Group’s FY2023A adjusted operating profit of US$45 million, and a price-to-earnings multiple of 29.0 times Spirent’s FY2023A adjusted earnings per share of 7.55 US cents; and

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the Acquisition Value represents a premium of:

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61.4 per cent. to the Closing Price of 108.4 pence per Spirent Share on 4 March 2024 (being the last Business Day prior to the publication of this announcement;

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55.5 per cent. to the volume weighted average price of 112.5 pence per Spirent Share in the one-month period ended on 4 March 2024 (being the last Business Day prior to the publication of this announcement); and

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49.2 per cent. to the volume weighted average price of 117.3 pence per Spirent Share in the three-month period ended on 4 March 2024 (being the last Business Day prior to the publication of this announcement).

As a result, after careful consideration of the value and deliverability of the Acquisition, the Spirent Directors believe that the Acquisition represents a compelling proposition for Spirent Shareholders to accelerate and de-risk the potential future value creation, and realise an immediate and certain cash exit for their investment at a significant premium to the prevailing share price. In addition, the Spirent Directors have also spent considerable time reviewing Viavi and Bidco’s intentions regarding the conduct of the Spirent Group’s business under their ownership, including the potential impact of Viavi’s ownership on the interests of its other stakeholders including the Spirent Group’s employees and members of Spirent’s pension plans, and are confident that Viavi’s stakeholder commitments will protect stakeholder interests appropriately.

Accordingly, the Spirent Directors intend to recommend unanimously the Acquisition to Spirent Shareholders.

Spirent’s views on the Combined Group

The Combined Group will be better placed to overcome the market challenges than the Spirent Group is on a standalone basis, and provides an opportunity to accelerate the Spirent Group’s strategy and vision, as well as creating the ability to improve research and development in the industry.

The Spirent Directors believe that combining with the Viavi Group will create a leading provider in test, measurement and assurance solutions better able to serve customer needs, with increased resources and a combined complementary product offering. The Spirent Directors also consider that the Acquisition provides an exciting opportunity to better serve customers by increasing, through the Combined Group, their ability to deal with the complexity customers are seeing in today’s world with the Combined Group’s added capabilities, operational and financial power, and investment in research and development. In particular:

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increased capabilities: through its increased capabilities, the Combined Group gains increased access to a wider range of products, solutions and services from a larger pool of talent, which the Spirent Directors expect to be delivered through the Acquisition, particularly given the current challenges in the telecoms sector due to the macroeconomic environment and the fact that the Spirent Group’s continued investment in established businesses has led to negative operating leverage impact and significantly reduced profitability;

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highly complementary products and services in our customer bases: the limited cross over in terms of the Spirent Group’s and the Viavi Group’s current product and service offerings presents an opportunity to provide complementary products and services to current and new customers with broader “go-to-market” opportunities, in particular with respect to the combined businesses of test and assurance, positioning, enterprise and communications. For example, in infrastructure testing, the Viavi Group and the Spirent Group sales are primarily in different tests, and in mobile communications and assurance networks the Viavi Group and the Spirent Group have different focuses. In addition, the Spirent Group will bring its presence in positioning to the Combined Group and the Viavi Group will bring its presence in optical scanners, offering additional opportunity to market new products and services to the Combined Group’s customers;

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broader customer base: the Spirent Group is aware of its customers’ desire for broader solutions to address their business problems, and the Acquisition will provide the opportunity to sell Spirent’s products and services to a broader customer base, particularly in respect of the telecoms industry and enterprise customers. The Spirent Board is also confident that the Viavi Group shares the Spirent Group’s commitment to outstanding customer service; and

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research and development: the Spirent Group and the Viavi Group together have had significant combined research and development investment. The Spirent Group has invested heavily in research and development in recent years and the combination of the Spirent Group’s research and development functions with the Viavi Group’s will enhance financial and operational resources to further develop a leading position in this area.

Information on Viavi and Bidco

Bidco

Viavi

The Viavi Group’s tools and intelligence help service providers, NEMs, and IT organisations build, test, certify, monitor, maintain, optimise, and troubleshoot complex physical and virtual networks.

Information on Spirent

The Spirent Group is a global provider of automated test and assurance solutions for networks, cybersecurity, and positioning. The Spirent Group provides products, services and managed solutions that address the test, assurance and automation challenges of technologies, including 5G, SD-WAN, cloud, and autonomous vehicles.

Spirent is a public limited company registered in England and Wales. The Spirent Shares are listed on the premium segment of the Official List and to trading on the main market of the London Stock Exchange. Spirent also operates the Spirent ADR Programme for which The Bank of New York Mellon acts as Depositary. Each Spirent ADR represents four Spirent Shares. The Spirent ADRs trade in the US on the OTC Pink market.

Spirent Current Trading

Spirent has today published its audited final results for the year ended 31 December 2023 (the “Spirent Results”). A copy of the Spirent Results will be made available on Spirent’s website at https://corporate.spirent.com/investors/results.

Directors, Management, Employees, Pensions, Research and Development, and Locations

Viavi’s strategic plans and intentions with regard to Spirent’s business

As part of its long-term global strategy, Viavi and Bidco intend to build Spirent’s expertise in designing automated testing and assurance solutions for networks, security and positioning and its strong customer relationships into centres of excellence of the Combined Group, focused on innovation and development.

Viavi believes that, due to the complementary nature of their respective businesses, there is a strong strategic fit between the Spirent Group’s business and the Viavi Group’s business. The Spirent Group’s product offerings and technological assets are highly complementary to the Viavi Group’s existing portfolio and the product diversity of the combined portfolios will enable the Combined Group to deliver better and more comprehensive solutions for various customers.

Viavi and Bidco believe that the Viavi Group can better serve its customers by combining its product offerings with the Spirent Group’s complementary product portfolio. The Viavi Group also believes that the Spirent Group’s existing business would benefit from the opportunity to market a broader product offering and range of services to existing and new customers.

Prior to this announcement, consistent with market practice, Viavi and Bidco have been granted access to the Spirent Group’s senior management team for the purpose of undertaking confirmatory due diligence into the Spirent Group’s business and operations as well as for the purposes of the potential synergy and cost savings analysis as described in paragraph 3. This has enabled Viavi and Bidco to develop a preliminary strategy for the combined business as well as a preliminary assessment of potential synergy and cost saving opportunities for the Acquisition based on such information (as well as on its own outside-in perspectives). However, Viavi and Bidco have not yet had access to sufficiently detailed information to formulate detailed plans or intentions regarding the impact of the Acquisition on the Spirent Group and this review will remain ongoing in the period to Completion.

Upon Completion, Viavi and Bidco intend to work with the Spirent Group’s leadership team to complete a full evaluation of the operations of the Spirent Group in order to confirm their assessment (the “Post-Completion Review”). The scope of the Post-Completion Review will include:

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a review of the existing and future potential strategy of the Spirent Group, its markets, customers, product offerings, potential liability risks and specific contracts;

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an assessment of how Spirent’s complementary business, product offerings and technologies can be integrated within the Viavi business most effectively and efficiently;

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potential business expansion opportunities, including by application, customer, region and channels;

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establishment of preliminary plans for joint development programs;

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a review of the Combined Group’s supply chain;

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a detailed analysis of property, product roadmaps, and functions between Spirent and Viavi;

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a framework and plan for how the Spirent Group’s people will be successfully integrated into the Combined Group’s wider platform (and in particular, within the Viavi Group’s existing UK business);

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a review of the Spirent Group’s product development and research and development functions, as described in further detail below;

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any organisation and/or structural changes that should be implemented so as to benefit the Combined Group; and

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determining how best to position the Combined Group as a leading provider in the test, measurement and assurance industry.

Viavi expects to substantially complete the Post-Completion Review within twelve months of Completion. As noted in paragraph 3 above, Viavi anticipates that the anticipated run-rate cost synergies will be realised in approximately two years after Completion.

UK strategic capability and commitment

Viavi and Bidco recognise the important role that the Spirent Group plays, both as a leading high-tech UK business and in supporting the UK’s strategic capabilities. Under its ownership, Viavi and Bidco intend for the Viavi Group to be a responsible steward of the Spirent Group’s business and will continue to demonstrate a commitment to supporting the success of Spirent, in the UK and abroad.

Viavi and Bidco intend to ensure that the Combined Group will continue to meet the contractual obligations of the Spirent Group in respect of goods and services supplied to or for the benefit of HM Government.

Research and development

Viavi and Bidco value the investment that the Spirent Group has made in its technology and the infrastructure and expertise within the Spirent Group and believes that research and development is important for the long-term success of the Combined Group.

As noted in paragraph 7, the Viavi Group increased its UK presence by successfully acquiring and integrating Cobham’s test and measurement business in 2018. Since then, the Viavi Group has continued to invest in its UK business, including both research and development and other corporate functions, and currently has approximately 400 employees, including more than 200 focused on research and development and product development, based at three locations across the UK.

The Viavi Group intends to continue to invest in research and development following Completion in order to drive new and ongoing successful technology development and product innovation in particular with regard to artificial intelligence and machine learning, security, cloud-native architecture and automation. While these general areas of focus for development and innovation have been identified based on the work undertaken by Viavi and Bidco to date, the specific areas where further research and development investment is required have not. Viavi and Bidco will perform a full review of the Spirent Group’s product development roadmap and existing research and development functions as part of the Post-Completion Review. This may lead to the identification of business areas where expenditure can be increased in order to develop new, highly valued functionality or to accelerate the existing product development roadmap. Due to the Spirent Group and the Viavi Group’s highly complementary technologies, Viavi and Bidco do not intend to make material headcount reductions within the research and development teams of the Combined Group.

Following Completion, Viavi and Bidco intend to conduct further analysis to ascertain which products have the potential to be built on more broadly across the wider Viavi Group. Any such products will have their product development roadmap prioritised.

Employees and management

Viavi and Bidco greatly value the skills, experience and expertise of the Spirent Group’s management and employees and attach great importance to their value and contribution in the context of the future success of the Combined Group as a business going forward. Identifying and retaining key staff within the Combined Group following Completion will be of critical importance to Viavi and Bidco. Viavi and Bidco believe that employees will benefit from greater growth and career opportunities through being part of the larger Combined Group.

As part of the Post-Completion Review, Viavi and Bidco intend to look at ways to optimise the structure of the Combined Group in order to achieve the anticipated benefits of the Acquisition whilst maintaining a meaningful presence in the UK. Viavi and Bidco’s synergy and preliminary evaluation work carried out to date to identify potential efficiencies and cost synergies arising from the Acquisition has identified that, in order to achieve the expected benefits of the Acquisition, as noted in paragraph 3, the rationalisation of design resources, as well as in relation to engineering tools and licences, “go-to market” resources, budgets and within the supply chain, will be required. In addition, along with organisational effectiveness improvements, Viavi and Bidco anticipate that cost synergies will be achieved through the elimination or reduction of functions and expenses which have historically been related to Spirent’s status as a listed company that will no longer be required due to Spirent ceasing to be a listed company. Cost synergies may also be achieved through the elimination of overlapping systems, infrastructure, facilities, contracts and shared services. Based on Viavi’s preliminary evaluation, the synergy plan suggests headcount reductions of less than ten per cent. across the Combined Group.

Viavi and Bidco intend to approach employee and management integration with the aim of retaining and motivating the best talent across the Combined Group to create a best-in-class organisation. The planning, preparation, finalisation and implementation of any headcount reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies. It is anticipated that efforts will be made to mitigate headcount reductions through redundancies, via natural attrition, the elimination of vacant roles and alternative job opportunities. Any affected individuals will be treated in a manner consistent with the Viavi Group’s high standards, culture and practices as well as in accordance with the relevant terms of the Co-operation Agreement.

Following Completion, the existing contractual and statutory employment rights and terms and conditions of employment, of the management and employees of the Spirent Group, will be safeguarded and observed in accordance with applicable laws. Viavi’s and Bidco’s plans for the Spirent Group do not involve any material change in the employment of, or in the conditions of employment of, Spirent Group employees, unless otherwise agreed with the relevant employee. Upon and following Completion, Viavi and Bidco intend (subject to the relevant terms of the Co-operation Agreement) to align the conditions of employment of the employees and management of the Spirent Group with the Viavi Group’s employment policies, however neither Viavi nor Bidco have any detailed plans or intentions in this regard.

It is intended that, with effect from the Effective Date, each of Spirent’s non-executive directors will resign from their office as a director of Spirent.

Other than as described above, neither Viavi nor Bidco intend to make any material changes to the balance of skills and functions of the employees or management of the Spirent Group.

Pension schemes

Neither Viavi nor Bidco intends to make any changes to the agreed employer contributions into the Spirent Group’s existing defined benefit and defined contribution pension schemes (including with regard to current arrangements for the funding of any scheme deficit in the defined benefit pension scheme), the accrual of benefits for existing members or the admission of new members to such pension schemes following Completion.

Locations of business, fixed assets, and headquarters

The preliminary evaluation work carried out to date has identified that the Acquisition provides the opportunity to optimise the Spirent Group’s and the Viavi Group’s offices, facilities and locations, particularly in San Jose, California, where facilities are in close proximity. The Viavi Group also intends to integrate the Spirent Group’s headquarter functions with those of the Viavi Group following completion of the Acquisition. As part of the Post-Completion Review, Viavi intends to perform a full review of all of the Combined Group’s expanded office and real estate footprint globally (with a particular focus on the Spirent Group’s locations of business, including Spirent’s headquarters) and this may lead to the identification of requirements for new locations, locations for future growth and investment or opportunities for consolidation in order to optimise the Combined Group’s expense base, as well as to enable colleagues to work more closely together and enhance the corporate culture. As the review will be across the Combined Group, Viavi and Bidco anticipate that a combination of existing Viavi Group and Spirent Group office and locations would be retained rather than just retaining Viavi Group offices.

Save as set out above with respect to the optimisation and integration of certain locations of business, Viavi and Bidco have no intention to redeploy the fixed assets of Spirent.

Incentivisation and retention arrangements

Other than as set out in paragraph 12, neither Viavi nor Bidco has entered into, nor has had discussions on proposals to enter into, any form of incentivisation arrangements with members of the Spirent Group’s management.

Trading facilities

Spirent is currently admitted to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange and, as set out in paragraph 16 below, application shall be made to the FCA and the London Stock Exchange to cancel such admissions to listing and trading of Spirent Shares with effect from (and subject to) Completion. It is also intended that, following the Effective Date and de-listing, Spirent will be re-registered as a private company.

It is also intended that, following the Effective Date, the Spirent ADR Programme will be terminated.

None of the statements in this paragraph 10 constitute “post-offer undertakings” for the purposes of Rule 19.5 of the Takeover Code.

Views of the Spirent Board

In considering the recommendation of the Acquisition to Spirent Shareholders, the Spirent Directors have given due consideration to Viavi and Bidco’s intentions for the Spirent Group’s business, management, employees and locations of business.

The Spirent Directors are pleased to note the value attached by Viavi and Bidco to the skills, experience and expertise of the Spirent Group’s management and employees and the value Viavi and Bidco have attached to their value and contribution in the context of the future success of the Combined Group as a business group forward. The Spirent Directors welcome Viavi and Bidco’s intentions that:

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following Completion, Viavi and Bidco intend to work with the Spirent Group’s leadership team to complete a full evaluation of the operations of the Spirent Group;

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Viavi and Bidco intend to be a responsible steward of the Spirent Group’s business and to demonstrate a commitment to supporting the success of the UK;

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Viavi and Bidco intend to approach employee and management integration with the aim of retaining and motivating the best talent across the Combined Group;

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Viavi and Bidco will appropriately plan and engage with stakeholders in relation to employee and management integration, including any affected employees and any appropriate employee representative bodies, and that redundancies will be mitigated via natural attrition, the elimination of vacant roles and alternative job opportunities; and

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existing contractual and statutory employment rights and terms and conditions of employment, including in relation to pensions, will be safeguarded and observed in accordance with applicable law.

Spirent Share Plans

Participants in the Spirent Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Spirent Share Plans and, where required, appropriate proposals shall be made to such participants pursuant to Rule 15 of the Takeover Code in due course.

Further details of the terms of such proposals shall be included in the Scheme Document (or, if Bidco has elected (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to exercise its right to implement the Acquisition by way of a Takeover Offer, the Offer Document) and in separate letters to be sent to participants in the Spirent Share Plans.

Arrangements between Viavi and Spirent Management

Viavi and Bidco wish to incentivise and retain key employees in the Spirent business in order to ensure successful Completion and to protect the business to be acquired. Accordingly, Viavi and Bidco have: (i) acknowledged that Spirent may implement certain employee retention arrangements for a number of key Spirent Group employees identified by Spirent; and (ii) agreed that Viavi and Bidco will implement retention arrangements for Spirent’s executive directors which are conditional on Completion of the Acquisition, subject to the relevant employees being employed by the Spirent Group or Viavi Group on, and not having resigned prior to, the payment date except that where the relevant employee has, on or prior to the payment date, been subject to a Qualifying Termination or given or received notice of Qualifying Termination, payment shall be made in full within 30 days of the date of such Qualifying Termination if earlier.

As part of this, Eric Updyke, Chief Executive Officer of the Spirent Group, and Paula Bell, Chief Financial and Operations Officer of the Spirent Group, will each be entitled to receive cash payments from Viavi of 200 per cent. and 175 per cent. of their annual salaries, respectively, less any legally required deductions and subject to Completion and Spirent ceasing to be listed on the Official List of the London Stock Exchange. Subject to the leaver terms above, each executive will be paid 50 per cent. as soon as reasonably practicable following Spirent ceasing to be listed on the Official List of the London Stock Exchange and 50 per cent. as soon as reasonably practicable following the date falling six months following the Effective Date (the “Executive Retention Arrangements”).

Confirmations from Rothschild & Co and UBS

As required by, and solely for the purposes of, Rule 16.2 of the Takeover Code, Rothschild & Co and UBS have (in their capacity as independent advisers to Spirent for the purposes of Rule 3 of the Takeover Code) reviewed the terms of the Executive Retention Arrangements as described above together with other information deemed relevant and advised Spirent that the Executive Retention Arrangements are fair and reasonable. In providing their advice, Rothschild & Co and UBS have taken into account the commercial assessments of the Spirent Directors.

Financing

The full cash consideration payable under the Acquisition, together with certain fees and expenses in connection with the Acquisition, is being fully funded by a combination of: (i) cash resources available to Viavi; (ii) a US$400 million investment from Silver Lake in the form of Convertible Notes (as defined below) issued by Viavi to Silver Lake as further described below; and (iii) debt financing as described below.

The US$400 million investment by Silver Lake is being made in the form of fully committed 7.5 year, 4.00 per cent. or 4.50 per cent. convertible senior payment-in-kind toggle notes (the “Convertible Notes”) with an initial conversion price of US$10.22 per share issued by Viavi to Silver Lake pursuant to the Investment Agreement between Viavi and Silver Lake¹dated 5 March 2024. In connection with the investment, Ken Hao, Chairman and a Managing Partner of Silver Lake, will join the Viavi Board.

The debt financing comprises: (i) a US$800 million 7-year senior secured term loan (the “Term Loan”); (ii) a US$300 million senior secured 364-day cash flow term loan (the “Cash Flow Facility”); and (iii) a US$100 million senior secured revolving credit facility (the “Revolving Credit Facility”).

Viavi has obtained fully underwritten commitments from Wells Fargo Bank, N.A. (the “Lender”) to provide the Term Loan, the Cash Flow Facility, the Revolving Credit Facility, and, if applicable, each of the Interim Facilities pursuant to the Interim Facilities Agreement (each as defined below).

To the extent the relevant portion of the full cash consideration payable under the Acquisition, together with the fees and expenses in connection with the Acquisition, is not funded at Completion with the proceeds of the Term Loan, the Revolving Credit Facility and/or the Cash Flow Facility, such amounts will be funded from the proceeds of a US$1,100 million interim term loan facility (the “Interim Term Loan Facility”) and, at Viavi’s option, a US$100 million interim revolving credit facility (together with the Interim Term Loan Facility, the “Interim Facilities”) in each case made available to Viavi pursuant to an interim facilities agreement entered into between, among others, Viavi as borrower and the Lender as interim lender (the “Interim Facilities Agreement”).

The funds borrowed by Viavi to fund the cash consideration will be made available to Bidco pursuant to an intercompany loan facility. Given that the Term Loan, Convertible Note, Cash Flow Facility and Interim Term Loan Facility are denominated in US dollars and the cash consideration payable to Spirent Shareholders in connection with the Acquisition is denominated in GBP, for the purposes of satisfying its obligations to Spirent Shareholders in connection with the full cash consideration payable in connection with the Acquisition, Viavi has put in place specific foreign currency hedging arrangements to address GBP:US$ currency fluctuations between the date of this announcement and the time of payment of the cash consideration to Spirent Shareholders in connection with the Acquisition.

Wells Fargo Securities, financial adviser to Viavi and Bidco, confirms that it is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

¹SLA II CM Victor Holdings, L.P. and SLP VII CM Victor Holdings, L.P.

Offer-related Arrangements

Confidentiality Agreement

Viavi and Spirent entered into a confidentiality agreement on 29 January 2024 (the “Confidentiality Agreement”), pursuant to which, among other things, Viavi and Spirent have undertaken to keep information relating to each other confidential and not to disclose it to third parties (other than to certain permitted recipients) unless required by law or regulation. Viavi has also undertaken to use confidential information of Spirent only in connection with the Acquisition. These obligations shall remain in force for a period of 18 months from the date of the Confidentiality Agreement or until Completion.

The Confidentiality Agreement also contains undertakings from Viavi that, for a period of nine months from the date of the Confidentiality Agreement, Viavi shall not solicit or employ (subject to certain customary exceptions) certain of Spirent’s officers or senior managers.

Viavi has also agreed to customary standstill arrangements pursuant to which Viavi has agreed that it shall not (among other things) acquire Spirent Shares or any interest in any Spirent Shares without the prior written consent of Spirent. These restrictions fall away immediately following the making of this announcement.

Clean Team Agreement

Viavi and Spirent also entered into a clean team agreement dated 13 February 2024 (the “Clean Team Agreement”), the purpose of which is to set out terms governing the disclosure of competitively sensitive information by or on behalf of Spirent to certain specified employees of Viavi who are not involved in day-to-day commercial or strategic operations and decisions of Viavi and their external advisers only, as well as the related analysis, reporting and potential return or destruction of such information.

Confidentiality and Joint Defence Agreement

Further, Viavi, Spirent and their respective external regulatory counsel have entered into a confidentiality and joint defence agreement (the “Confidentiality and Joint Defence Agreement”) dated 5 February 2024, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties and in relation to, in particular, the anti-trust and regulatory workstream only takes place between their respective external regulatory counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available.

Co-operation Agreement

Pursuant to a co-operation agreement dated on or around the date of this announcement between Spirent, Viavi and Bidco (the “Co-operation Agreement”), among other things: (i) Spirent and Bidco have agreed to certain undertakings to co-operate and provide each other with information, assistance and access in a timely manner in relation to the filings, notifications or submissions as are necessary for the purposes of satisfying the regulatory conditions; (ii) Bidco has agreed to provide Spirent with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Bidco and Spirent have agreed to certain provisions providing Bidco with the ability to effect the Acquisition by way of a Takeover Offer rather than the Scheme (and Bidco and Spirent have agreed to certain customary provisions if Bidco elects to implement the Acquisition by means of a Takeover Offer); and (iv) Spirent, Viavi and Bidco have agreed certain arrangements in respect of employees and the Spirent Share Plans, as well as directors’ and officers’ insurance.

Pursuant to the Co-operation Agreement, Bidco shall use, and shall procure that the members of the Viavi Group shall use, all reasonable endeavours to satisfy the regulatory conditions as promptly as practicable (and in any event, in sufficient time so as to enable the Effective Date to occur prior to the Long Stop Date). This shall include accepting the imposition of, or the offering of, a remedy which Bidco considers (in good faith) to be reasonable to obtain the clearances, provided that nothing in the Co-operation Agreement shall require Bidco or any member of the Viavi Group to take any action (including accepting the imposition of, or offering, any remedy) which would, individually or in the aggregate, be of material significance to the Viavi Group or the Spirent Group in the context of the Acquisition (as such material significance is or would fall to be determined by the Panel under the Takeover Code).

The Co-operation Agreement shall be terminated with immediate effect:

●

if Viavi, Bidco and Spirent so agree in writing at any time prior to the Effective Date;

●

upon service of written notice by Bidco to Spirent, if the Spirent Directors change their recommendation in certain circumstances;

●

upon service of written notice by either Bidco to Spirent or Spirent to Bidco, if:

○

the Scheme is not approved by the requisite majority of Spirent Shareholders at the Court Meeting or the Special Resolution(s) are not passed by the requisite majority of Spirent Shareholders at the Spirent General Meeting;

○

the Court makes a final determination not to sanction the Scheme;

○

prior to the Long Stop Date, any Condition has been invoked by Bidco (where the invocation of the relevant Condition has been specifically permitted by the Panel);

○

prior to the Long Stop Date, a third party announces a firm intention to make an offer for Spirent which completes, becomes effective or becomes or is declared unconditional;

○

if the Acquisition lapses, terminates or is withdrawn on or prior to the Long Stop Date other than: (i) as a result of Bidco’s right to switch to a Takeover Offer; or (ii) it is otherwise to be followed within five Business Days (or such other period as Bidco and Spirent may agree in writing) by a firm offer announcement made by Bidco (or a person acting in concert with Bidco) to implement the Acquisition by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the Spirent Directors; or

○

unless otherwise agreed by the parties in writing or required by the Panel, if the Effective Date has not occurred on or before the Long Stop Date.

Structure of and Conditions to the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-approved scheme of arrangement between Spirent and Spirent Shareholders under Part 26 of the Companies Act, although Bidco reserves the right to implement the Acquisition by means of a Takeover Offer (subject to the consent of the Panel and the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of Spirent. This is to be achieved by the transfer of the Spirent Shares to Bidco, in consideration of which the Spirent Shareholders who are on the register of members at the Scheme Record Time shall receive cash consideration on the basis set out in paragraph 2 of this announcement. The transfer of the Spirent Shares to Bidco will result in Spirent becoming a wholly owned subsidiary of Bidco. In addition, each Spirent Shareholder who is on the register of members at the Scheme Record Time shall be entitled to receive the Permitted Dividend.

The Acquisition is subject to the Conditions and further terms set out below and in Appendix I to this announcement and to be set out in the Scheme Document and will only become Effective if, among other things, the following events occur on or before 11.59 p.m. on the Long Stop Date:

(i)

the approval of the Scheme by a majority in number of the Spirent Shareholders who are present and vote (and are entitled to vote), whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Spirent Shares voted by such Spirent Shareholders;

(ii)

the Special Resolution(s) required to approve and implement the Scheme being duly passed by 75 per cent. or more of the votes cast at the Spirent General Meeting;

(iii)

certain merger control, and foreign investment and other regulatory approvals (including, among others, in the US, the UK, France and Germany) being obtained;

(iv)

the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Spirent and Bidco); and

(v)

following such sanction, the delivery of a copy of the Court Order to the Registrar of Companies.

The Conditions in paragraph 2 of Part A of Appendix I to this announcement provide, among other things, that the Scheme will lapse if:

●

the Court Meeting and the Spirent General Meeting are not held by the 22nd day after the expected date for such meetings that shall be specified in the Scheme Document in due course (or such later date as may be agreed between Bidco and Spirent);

●

the Court Hearing is not held by the 22nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Spirent); or

●

the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting and the Spirent General Meeting as set out above may be waived by Bidco, and the Long Stop Date may be extended by agreement between Spirent and Bidco and with the consent of the Panel and (where relevant) the Court. Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become Effective during the second half of 2024.

Upon the Scheme becoming Effective: (i) it shall be binding on all Spirent Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Spirent General Meeting (and, if they voted, irrespective of whether or not they voted in favour); and (ii) any share certificates in respect of Spirent Shares will cease to be valid and should be destroyed, and entitlements to Spirent Shares held within the CREST system will be cancelled.

The terms of the Scheme will provide that the Spirent Shares acquired under the Scheme shall be acquired fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made, on or after the Effective Date, save for the Permitted Dividend.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document for use at the Court Meeting and the Spirent General Meeting will be distributed to Spirent Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement or such later date as Spirent, Bidco and the Panel may agree, and that the Court Meeting and the Spirent General Meeting will be held as soon as practicable thereafter. The Scheme Document and associated Forms of Proxy will be made available to all Spirent Shareholders at no charge to them.

De-listing and Re-registration

Prior to the Scheme becoming Effective, application shall be made to the FCA and London Stock Exchange for the cancellation of trading of the Spirent Shares on the London Stock Exchange’s main market for listed securities and for the cancellation of the listing of the Spirent Shares on the premium segment of the Official List, in each case to take effect on or shortly after the Business Day following the Effective Date. It is expected that the last day for dealings in Spirent Shares on the main market of the London Stock Exchange is expected to be the last Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. (London time) on that date.

On the Effective Date, any share certificates in respect of Spirent Shares shall cease to be valid and entitlements to Spirent Shares held within the CREST system shall be cancelled.

It is also intended that, following the Effective Date, the Spirent ADR Programme will be terminated.

It is also intended that, following the Scheme becoming effective, Spirent will be re-registered as a private company under the relevant provisions of the Companies Act.

Dividends

As part of the Acquisition, the boards of Viavi, Bidco and Spirent have agreed the declaration and payment of the Permitted Dividend in lieu of a final dividend for the year ended 31 December 2023. The Permitted Dividend is expected to be declared by the Spirent Board prior to the Effective Date and will be conditional upon, and only be payable if, the Scheme becomes Effective (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer is becomes or is declared unconditional) to Spirent Shareholders on the register of members at the Scheme Record Time (or, if the Acquisition is implemented by way of Takeover Offer, on the register of members on the date on which the Takeover Offer becomes or is declared unconditional). The Permitted Dividend will be paid not more than 14 days after the Effective Date and in the manner to be specified in the Scheme Document (or, if applicable, in the manner specified in the Offer Document).

The Spirent ADRs

The Spirent Shares underlying the Spirent ADRs will be included in the Acquisition. The entitlement of Spirent ADR Holders to receive the Acquisition Price under the terms of the Acquisition in respect of the Spirent Shares underlying their Spirent ADRs will be determined in accordance with the terms and conditions of the Spirent ADR Programme Deposit Agreement.

It is intended that, following the Effective Date, the Spirent ADR Programme will be terminated.

In addition, Spirent ADR Holders will not be entitled to vote directly on the Scheme or the Acquisition. Spirent ADR Holders will have the right to instruct the Depositary how to vote the Spirent Shares in respect of the Spirent Shares underlying their Spirent ADRs, subject to and in accordance with the terms and conditions of the Spirent ADR Programme Deposit Agreement. Spirent ADR Holders should take particular notice of the deadline for providing voting instructions, which may be earlier than that applicable to holders of Spirent Shares.

Spirent ADR Holders that wish to vote directly on the Scheme and the Acquisition must surrender their Spirent ADRs to the Depositary, pay the Depositary’s fees and charges in accordance with the Spirent ADR Programme Deposit Agreement and become holders of Spirent Shares prior to the Voting Record Time, and in each case subject to and in accordance with the terms of the Spirent ADR Programme Deposit Agreement. Spirent ADR Holders that wish to vote directly on the Scheme and the Acquisition should take care to surrender their Spirent ADRs in time to permit processing to be completed by the Depositary and its custodian prior to the Voting Record Time. Spirent ADR Holders that hold Spirent ADRs through a broker or other securities intermediary should contact the intermediary to determine the date by which they must instruct that intermediary to act in order that the necessary processing can be completed on time.

Disclosure of Interests in Spirent

As at the close of business on 4 March 2024 (being the latest practicable date prior to the date of this announcement), with the exception of the irrevocable undertakings referred to in paragraph 4 and Appendix III to this announcement, so far as Viavi and/or Bidco (as applicable) are aware neither Viavi nor Bidco, nor any of their directors or any person acting, or deemed to be acting, in concert (within the meaning of the Takeover Code) with Viavi or Bidco:

●

had any interest in, or right to subscribe for, or had any arrangement in relation to, Spirent Shares or any relevant securities of Spirent;

●

had any short position in relation to any Spirent Shares or any relevant securities of Spirent, whether conditional or absolute and whether in the money or otherwise, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any Spirent Shares or any relevant securities of Spirent;

●

had any dealing arrangement of the kind referred to in Note 11 on the definition of “acting in concert” in the Takeover Code, in relation to Spirent Shares or in relation to any securities convertible or exchangeable into Spirent Shares;

●

had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of Spirent Shares or any relevant securities of Spirent; or

●

has borrowed or lent any Spirent Shares or relevant securities of Spirent (including, for these purposes, any financial or collateral arrangements of the kind referred to in Note 3 on Rule 1.6 of the Takeover Code).

It has not been practicable for Viavi and Bidco to make enquiries of all persons acting in concert with it in advance of the release of this Announcement. Therefore, if Viavi or Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Spirent, all relevant details in respect of Viavi or Bidco’s concert parties will be included in Bidco’s Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.

“Interests in securities” for these purposes arise, in summary, where a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who has a short position in securities is not treated as interested in those securities). In particular, a person shall be treated as having an “interest” by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

General

Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Spirent as an alternative to the Scheme.

In such event, the Takeover Offer shall be implemented on substantially the same terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) the inclusion of an acceptance condition set (subject to the Co-operation Agreement) at a level permitted by the Panel. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Spirent Shares are otherwise acquired to do so, it would be the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding Spirent Shares to which such Takeover Offer relates.

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

It is expected that the Scheme Document will be published as soon as reasonably practicable and in any event within 28 days of this announcement or such later date as Spirent, Bidco and the Panel agree, and that the Court Meeting and the Spirent General Meeting will be held as soon as practicable thereafter. It is expected that the Scheme will become Effective (subject to, among other things, the satisfaction of certain regulatory conditions) during the second half of 2024. The Scheme Document and Forms of Proxy will be made available to Spirent Shareholders at no charge to them.

Each of Qatalyst Partners, Wells Fargo Securities, Rothschild & Co, UBS and Jefferies has given and not withdrawn its consent to the publication of this announcement with the inclusion herein of the references to its name in the form and context in which they appear.

Documents Available on Website

Copies of the following documents shall be made available on Viavi’s and Spirent’s websites at https://investor.viavisolutions.com/overview/default.aspx and https://corporate.spirent.com, respectively, until the Effective Date:

●

the irrevocable undertakings referred to in paragraph 4 above and summarised in Appendix III to this announcement;

●

the Confidentiality Agreement;

●

the Clean Team Agreement;

●

the Confidentiality and Joint Defence Agreement;

●

the Co-operation Agreement;

●

documents relating to the financing of the Acquisition referred to in paragraph 13 above;

●

the consents from Qatalyst Partners, Wells Fargo Securities, Rothschild & Co, UBS and Jefferies to being named in this announcement; and

●

this announcement.

Enquiries:

Viavi Solutions Inc.		Tel: + 1 408 404 6305
Oleg Khaykin, President and Chief Executive Officer Ilan Daskal, Executive Vice President and Chief Financial Officer Kevin Siebert, Senior Vice President, General Counsel & Secretary

Qatalyst Partners (Lead Financial Adviser to Viavi and Bidco)		Tel: +44 (0)20 3700 8820
Jason DiLullo
Peter Spofforth
Milad Zarpak

Wells Fargo Securities (Financial Adviser to Viavi and Bidco)		Tel: +44 (0)20 3942 8000
Rob Engel
Mark Hutt Preeti Raghupathi

Spirent Communications plc		Tel: +44 (0)12 9376 7676
Eric Updyke, Chief Executive Officer Paula Bell, Chief Financial & Operations Officer Angus Iveson, Company Secretary & General Counsel

Rothschild & Co (Joint Lead Financial Adviser to Spirent)		Tel: +44 (0)20 7280 5000
Aadeesh Aggarwal Albrecht Stewen Mitul Manji

UBS (Joint Lead Financial Adviser and Corporate Broker to Spirent)		Tel: +44 (0)20 7567 8000
Craig Calvert Sandip Dhillon Josh Chauhan

Jefferies (Financial Adviser and Corporate Broker to Spirent)		Tel: +44 (0)20 7029 8000
Philip Yates Phil Berkowitz Ed Matthews

Prosek Partners (Public Relations Adviser to Viavi and Bidco)		Tel: +44 (0)777 3331 5890
Philip Walters (UK) Andy Merrill (US)		Tel: +1 917 622 1252

Dentons Global Advisers (Public Relations Adviser to Spirent)		Tel: +44 (0)20 7038 7419
James Melville-Ross Humza Vanderman Leah Dudley

Fried, Frank, Harris, Shriver & Jacobson LLP is retained as legal adviser to Viavi and Bidco.

Linklaters LLP is retained as legal adviser to Spirent.

Important Notices

Qatalyst Partners LP is authorised in the US by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the US, is acting exclusively as financial adviser to Viavi and Bidco and will not be responsible to anyone other than Viavi and Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this announcement. No representation or warranty, express or implied, is made by Qatalyst Partners LP as to the contents of this announcement.

This announcement is not an advertisement and does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality, or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into, or from such jurisdictions where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition shall be subject to the applicable requirements of English law, the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Additional Information for US Investors

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of US tender offer and proxy solicitation rules.

However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would, in addition, need to be made in compliance with any applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the US by Bidco and no one else.

In accordance with normal UK practice, Viavi, Bidco, or their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. The receipt of consideration by a US shareholder or holder of Spirent ADRs pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes. Each Spirent Shareholder and Spirent ADR Holder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.

Forward-Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Spirent, any member of the Spirent Group, Viavi, Bidco, or any member of the Viavi Group contain statements which are, or may be deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Spirent, any member of the Spirent Group, Viavi, Bidco, any member of the Viavi Group, or any member of the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement may relate to Spirent, any member of the Spirent Group, Viavi, Bidco, any member of the Viavi Group, or any member of the Combined Group’s future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “assumes”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Spirent, any member of the Spirent Group, Viavi, Bidco, any member of the Viavi Group or any member of the Combined Group’s operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Spirent, any member of the Spirent Group, Viavi, Bidco, any member of the Viavi Group, or any member of the Combined Group’s business.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Combined Group, there may be additional changes to the Combined Group’s operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Spirent, any member of the Spirent Group, Viavi, Bidco, or any member of the Viavi Group, or any member of the Combined Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No Profit Forecasts or Estimates

Disclosure Requirements of the Takeover Code

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Spirent Shareholders, persons with information rights and other relevant persons for the receipt of communications from Spirent may be provided to Viavi and/or Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Spirent’s and Viavi’s websites at https://corporate.spirent.com and https://investor.viavisolutions.com/overview/default.aspx by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or accountant or from an independent financial adviser duly authorised under the Finance Services and Markets Act 2000 (as amended).

Rounding

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Spirent confirms that, as at the date of this announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 578,646,363 Spirent Shares of 3 & 1/3 pence each. There are no Spirent Shares held in treasury. The International Securities Identification Number (ISIN) of the Spirent Shares is GB0004726096. Spirent’s Legal Entity Identifier is 213800HKCUNWP1916L38.

Spirent has a Level I sponsored ADR programme (the “Spirent ADR Programme”) for which BNY Mellon acts as Depositary. One Spirent ADR represents four Spirent Shares. The Spirent ADRs trade in the US on the OTC Pink market. The trading symbol for these securities is SPMYY, the CUSIP number is 84856M209 and the ISIN is US84856M2098.

Appendix I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A

Conditions to the Acquisition

The Acquisition is conditional upon the Scheme becoming unconditional and effective, subject to the Takeover Code, by not later than 11.59 p.m. on the Long Stop Date.

Scheme approval

The Scheme shall be subject to the following conditions:

2.1

(a)

its approval by a majority in number of the Spirent Shareholders who are present and vote (and who are entitled to vote), whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Spirent Shares voted by those Spirent Shareholders; and

(b)

such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed by Bidco and Spirent and, if required, the Court may allow);

2.2

(a)

the Special Resolution(s) being duly passed by Spirent Shareholders representing 75 per cent. or more of the votes cast at the Spirent General Meeting; and

(b)

such Spirent General Meeting being held on or before the 22nd day after the expected date of the Spirent General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed by Bidco and Spirent and, if required, the Court may allow);

2.3

(a)

the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Spirent and Bidco) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(b)

the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed by Bidco and Spirent and, if required, the Court may allow).

General Conditions

In addition, subject as stated in Parts B to D of this Appendix I below and to the requirements of the Panel, Bidco and Spirent have agreed that the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Antitrust approvals

United States

3.1

All required filings having been made under the HSR Act and all waiting periods under the HSR Act applicable to Completion, and any extensions thereto, having expired, lapsed or been terminated; and

3.2

No governmental or regulatory authority or court of competent jurisdiction shall have issued or entered under any US Antitrust Law any order, writ, injunction, judgment or decree (whether temporary, preliminary or permanent) which shall continue to be in effect, and no US Antitrust Law shall have been adopted or be enacted, entered or promulgated, in each case, that is then in effect and has the effect of enjoining or otherwise prohibiting Completion.

United Kingdom

3.3

A briefing paper or a merger notice has been submitted to the CMA and any of the following has occurred:

(a)

the CMA having indicated in writing (including in the form of an e-mail) in a response to a briefing paper submitted by Bidco that the CMA has no further questions at this stage in relation to the Acquisition (or words to that effect); and as at the date on which all other Conditions to the Acquisition are satisfied or waived, the CMA has not:

(i)

subsequently requested further information in relation to the Acquisition or submission of a merger notice;

(ii)

given notice to either party that it is commencing a Phase I investigation;

(iii)

indicated that the statutory review period in which the CMA has to decide whether to make a reference under section 34ZA Enterprise Act 2002 has begun; or

(iv)

requested documents or attendance by witnesses under section 109 of the Enterprise Act 2002 which may indicate that it intends to commence the aforementioned statutory review period in respect of the Acquisition; or

(b)

where the CMA has commenced an investigation following the submission of a merger notice or a briefing paper:

(i)

the CMA having decided not to refer the Acquisition nor any matter arising from or relating to the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a “Phase 2 CMA reference”); or

(ii)

in the event that a Phase 2 CMA reference is made, the CMA either:

(1)

concluding in a report published in accordance with section 38 of the Enterprise Act 2002 that neither the Acquisition nor any matter arising from or relating to the Acquisition may be expected to result in a substantial lessening of competition within any market or markets in the UK for goods or services; or

(2)

otherwise allowing the Acquisition and any matter arising from or relating to the Acquisition to proceed (with or without the imposition of requirements and conditions).

Foreign direct investment approvals

United Kingdom

3.4

A notification having been made and accepted under the NSI Act and one of the following having occurred: (i) the Secretary of State confirming before the end of the review period that no further action will be taken in relation to the Acquisition; (ii) if the Secretary of State issues a call-in notice in relation to the Acquisition, the parties receiving a final notification pursuant to section 26(1)(b) of the NSI Act containing confirmation that the Secretary of State will take no further action in relation to the call-in notice and the Acquisition under the NSI Act; or (iii) the Secretary of State making a final order pursuant to section 26(1)(a) of the NSI Act in relation to the Acquisition, save to the extent that such an order prohibits the Acquisition.

France

3.5

A notification having been made in respect of obtaining French foreign investment clearance for the Acquisition pursuant to the French Monetary and Financial Code, by means of the French Ministry of the Economy having:

(a)

issued a decision stating that the Acquisition does not fall within the scope of the French foreign investment regulation; or

(b)

expressly approved the Acquisition with or without any requirements, measures and/or conditions to be complied with.

Germany

3.6

A notification having been made to the German Federal Ministry for Economic Affairs and Climate Action (Bundesministerium für Wirtschaft und Klimaschutz) under the German Foreign Trade Act (Außenwirtschaftsgesetz (“AWG”)) in conjunction with the Foreign Trade Ordinance (Außenwirtschaftsverordnung (“AWV”), and the German Federal Ministry for Economic Affairs and Energy:

(a)

has granted a Certificate of non-objection (Unbedenklichkeitsbescheinigung) in accordance with sec. 58 para. 1 sentence 1 AWV; or

(b)

issued a clearance decision (Freigabe) in accordance with sec. 58a or sec. 61 AWV; or

(c)

otherwise informed a member of the Viavi Group that it will not initiate formal proceedings (Prüfverfahren) within the two months’ time period specified in sec. 14a para. 1 no. 1 AWG; or

(d)

the applicable review period after receipt of a due notification has expired without any decision taken by the German Federal Ministry for Economic Affairs and Climate Action.

Notifications, waiting periods and Authorisations

3.7

Other than in relation to the matters referred to in Conditions 3.1 to 3.6 of Part A of this Appendix I:

(a)

all material notifications, filings or applications which are deemed reasonably necessary by Viavi in connection with the Acquisition having been made;

(b)

all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate);

(c)

all statutory and/or regulatory obligations in any material jurisdiction having been complied with, in each case in respect of the Acquisition;

(d)

all Authorisations deemed reasonably necessary in any jurisdiction by Viavi for or in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Spirent or any other member of the Spirent Group by any member of the Viavi Group having been obtained in terms and in a form reasonably satisfactory to Viavi (acting reasonably in consultation with Spirent) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Spirent Group or the Viavi Group has entered into contractual arrangements;

(e)

all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Spirent Group in any jurisdiction having been obtained; and

(f)

all such Authorisations referred to in Conditions 3.7(d) and 3.7(e) of Part A of this Appendix I remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations in each case in any way that would be materially adverse in the context of the Spirent Group taken as a whole.

General antitrust and regulatory

3.8

Other than in relation to the matters referred to in Conditions 3.1 to 3.6 of Part A of this Appendix I, no antitrust regulator or other Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in any case to an extent or in a manner which is or would be materially adverse in the context of the Spirent Group taken as a whole:

(a)

require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Viavi Group or by any member of the Spirent Group of all or any material part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(b)

except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Viavi Group or the Spirent Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Spirent Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);

(c)

impose any material limitation on, or result in a material delay in, the ability of any member of the Viavi Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of any shares or other securities in Spirent or on the ability of any member of the Spirent Group, or any member of the Viavi Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Spirent Group;

(d)

otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Spirent Group;

(e)

result in any member of the Spirent Group ceasing to be able to carry on business under any name under which it presently carries on business;

(f)

make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Spirent by any member of the Viavi Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Spirent by any member of the Viavi Group;

(g)

require, prevent or materially delay a divestiture by any member of the Viavi Group of any shares or other securities (or the equivalent) in any member of the Spirent Group; or

(h)

impose any material limitation on the ability of any member of the Viavi Group, or any member of the Spirent Group, to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Viavi Group and/or the Spirent Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Spirent Shares or otherwise intervene having expired, lapsed or been terminated.

Certain matters arising as a result of any arrangement, agreement, etc.

3.9

Except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Spirent Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Viavi Group of any shares or other securities in Spirent or because of a change in the control or management of any member of the Spirent Group or otherwise, could or might reasonably be expected to result in:

(a)

any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Spirent Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b)

the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Spirent Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(c)

any such arrangement, agreement, lease, licence, franchise, permit or other instrument that is material being terminated or the rights, liabilities, obligations or interests of any member of the Spirent Group being materially adversely modified or materially adversely affected or any material obligation or liability arising or any materially adverse action being taken or arising thereunder;

(d)

the rights, liabilities, obligations, interests or business of any member of the Spirent Group, or any member of the Viavi Group, under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Spirent Group, or any member of the Viavi Group, in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or materially adversely modified or affected or any onerous obligation or liability arising or any material adverse action being taken thereunder;

(e)

any member of the Spirent Group ceasing to be able to carry on business under any name under which it presently carries on business;

(f)

the value of, or the financial or trading position or prospects of, any member of the Spirent Group being materially prejudiced or materially adversely affected; or

(g)

the creation or acceleration of any material liability (actual or contingent) by any member of the Spirent Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Spirent Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Conditions 3.8(a) to 3.8(g) of Part A of this Appendix I, in each case to the extent material in the context of the Spirent Group taken as a whole;

Certain events occurring since 31 December 2022

3.10

Except as Disclosed, no member of the Spirent Group having since 31 December 2022:

(a)

issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Spirent Shares out of treasury (except, where relevant, as between Spirent and wholly owned subsidiaries of Spirent or between the wholly owned subsidiaries of Spirent and except for the issue or transfer out of treasury of Spirent Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Spirent Share Plans);

(b)

except for the Permitted Dividend, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than the Permitted Dividend and dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Spirent to Spirent or any of its wholly owned subsidiaries;

(c)

other than pursuant to the Acquisition (and except for transactions between Spirent and its wholly owned subsidiaries or between the wholly owned subsidiaries of Spirent and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(d)

except for transactions between Spirent and its wholly owned subsidiaries or between the wholly owned subsidiaries of Spirent and, except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(e)

(except for transactions between Spirent and its wholly owned subsidiaries or between the wholly owned subsidiaries of Spirent and, except for transactions in the ordinary course of business) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness;

(f)

entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is outside of the ordinary course of business and which is of a long term, unusual or onerous nature or magnitude or which is or which involves an obligation of a nature or magnitude which is materially restrictive on the business of any member of the Spirent Group;

(g)

save to the extent necessary to comply with any change in applicable law, entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms consistent with Spirent’s normal practice, senior executive of any member of the Spirent Group;

(h)

save to the extent necessary to comply with any change in applicable law, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Spirent Group which are material, except for salary increases, bonuses or variations of terms consistent with Spirent’s normal practice;

(i)

purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in paragraph (h) above, made any other change to any part of its share capital;

(j)

except in the ordinary course of business, waived, compromised or settled any claim by or against any member of the Spirent Group;

(k)

terminated or varied the terms of any agreement or arrangement which is of a long term or unusual nature between any member of the Spirent Group and any other person;

(l)

except as necessary to comply with any change in applicable law, made or agreed or consented to any significant change to:

(i)

the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Spirent Group for its directors, employees or their dependants;

(ii)

the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(iii)

the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(iv)

the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;

(m)

been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(n)

(other than in respect of a member of the Spirent Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(o)

(except for transactions between Spirent and its wholly owned subsidiaries or between the wholly owned subsidiaries of Spirent), made, authorised, proposed or announced an intention to propose any change in its loan capital;

(p)

(except for transactions between members of the Spirent Group and transactions entered into in the ordinary course of business) entered into, implemented or authorised the entry into, any joint venture, asset or profit-sharing arrangement, partnership or merger of business or corporate entities which would be restrictive on the business of any member of the Spirent Group;

(q)

taken (or agreed to take) any action which requires or would require, the consent of the Panel or the approval of Spirent Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code; or

(r)

entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3.10 of Part A of this Appendix I,

which, in any such case, is material in the context of the Spirent Group taken as a whole.

No adverse change, litigation, regulatory enquiry or similar

3.11

Except as Disclosed, since 31 December 2022:

(a)

no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Spirent Group which is material in the context of the Spirent Group taken as a whole;

(b)

no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Spirent Group or to which any member of the Spirent Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Spirent Group, in each case which would have a material adverse effect on the Spirent Group;

(c)

no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Spirent Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Spirent Group, in each case which would have a material adverse effect on the Spirent Group taken as a whole;

(d)

no contingent or other liability having arisen or become apparent to Viavi and/or Bidco other than in the ordinary course of business which would adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Spirent Group to an extent which is material in the context of the Spirent Group taken as a whole;

(e)

no member of the Spirent Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Spirent Group taken as a whole or in the context of the Acquisition; and

(f)

no steps having been taken and no omissions having been made which would result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Spirent Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would have a material adverse effect on the Spirent Group taken as a whole.

No discovery of certain matters regarding information, liabilities and environmental issues

3.12

Except as Disclosed, Viavi and/or Bidco not having discovered, and in each case to an extent which is material in the context of the Spirent Group, that:

(a)

any financial, business or other information concerning the Spirent Group publicly announced prior to the date of this announcement or Disclosed to any member of the Viavi Group by or on behalf of any member of the Spirent Group prior to the date of this announcement is misleading, contains a misrepresentation of any material fact, or omits to state a material fact necessary to make that information not misleading, where the relevant information has not subsequently been corrected prior to the date of this announcement by disclosure, either publicly or otherwise to any member of the Viavi Group taken as whole;

(b)

any past or present member of the Spirent Group has not complied with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability, including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Spirent Group;

(c)

there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Spirent Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto to an extent which is material in the context of the Spirent Group taken as a whole; or

(d)

circumstances exist (whether as a result of making the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Spirent Group would be likely to be required to institute), an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Spirent Group (or on its behalf) or by any person for which a member of the Spirent Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Spirent Group taken as a whole.

Anti-corruption

(e)

any past or present member, director, officer or employee of the Spirent Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption or anti-bribery law, rule, or regulation concerning improper payments or kickbacks;

(f)

any member of the Spirent Group is ineligible to be awarded any contract or business under regulation 57 of the Public Contracts Regulations 2015 or regulation 80 of the Utilities Contracts Regulations 2015 (each as amended) or the US Federal Acquisition Regulation or Defence Federal Acquisition Regulation Supplement; or

(g)

any member of the Spirent Group has engaged in any transaction which would cause any member of the Viavi Group to be in breach of applicable law or regulation upon Completion, including the economic sanctions of the US Office of Foreign Assets Control, HM Treasury, the United Nations, or the European Union or any of its member states, save that this paragraph (g) shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law.

(h)

any past or present member, director, officer or employee of the Spirent Group:

(i)

has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations;

(ii)

has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including the UK and EU export controls, the Export Administration Regulations administered and enforced by the US Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the US Department of State;

(iii)

has engaged in conduct which would violate, or has been designated as a target or subject of, any relevant economic sanctions laws or regulations, including those imposed by the US Office of Foreign Assets Control, the UK HM Treasury, the United Nations, and the European Union or any of its member states, save that this sub-paragraph (h)(iii) shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law; or

(iv)

has engaged in conduct which would violate any relevant laws, rules, or regulations concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

(v)

is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality or international organisation.

No criminal property

(i)

any asset of any member of the Spirent Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B

Waiver and Invocation of the Conditions

The Scheme will not become Effective unless the Conditions (other than Condition 2.3(a) Part A2.3(a) of Part A of this Appendix I) have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Bidco to be or remain satisfied by no later than 11.59 p.m. on the date before the Court Hearing.

Subject to the requirements of the Panel and in accordance with the Takeover Code, Bidco reserves the right to waive in whole or in part, all of the Conditions set out in Part A of this Appendix I except Conditions 2.1(a), 2.2(a) and 2.3(a) of Part A of this Appendix I, which cannot be waived. If any of Conditions 2.1(b), 2.2(b) and 2.3(b) of Part A of this Appendix I is not satisfied by the relevant deadline specified in the relevant Condition, Bidco will make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Spirent to extend the deadline in relation to the relevant Condition.

Under Rule 13.5(a) of the Takeover Code and subject to paragraph 4 below, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco. Conditions 1 and 2 in Part A of this Appendix I and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover Code.

Bidco shall not be under any obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat, as fulfilled any of the Conditions in Part A of this Appendix I (to the extent capable of waiver) by a date earlier than the latest date for the fulfilment of that Condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

Part C

Implementation by way of Takeover Offer

In such event, the Acquisition shall be implemented on substantially the same terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) the inclusion of an acceptance condition set at a level permitted by the Panel and (where applicable) the Co-operation Agreement. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Spirent Shares are otherwise acquired, it would be the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding Spirent Shares to which such Takeover Offer relates.

Part D

Certain further terms of the Acquisition

The Acquisition will be subject to the Conditions in Part A above, and to certain further terms set out in this Appendix I, and to the full terms and conditions which will be set out in the Scheme Document.

The Acquisition is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition is also subject to the applicable requirements of the Listing Rules and the provisions of the Takeover Code and any requirement of the Panel, the London Stock Exchange, the FCA and the Registrar of Companies.

Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.

If Bidco is required by the Panel to make an offer or offers for any Spirent Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

The Spirent Shares acquired under the Acquisition shall be acquired fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made, on or after the Effective Date, save for the Permitted Dividend.

Spirent Shareholders shall be entitled to receive the Permitted Dividend (if and to the extent declared by the Spirent Board and subject to the terms of the Co-operation Agreement), without any reduction in the Acquisition Price payable under the Acquisition.

If, on or after the date of this announcement and prior to the Effective Date, any dividend, distribution, or other return of value is declared, made or paid or becomes payable by Spirent (other than the Permitted Dividend), Bidco reserves the right (without prejudice to any right of Bidco to invoke, with the consent of the Panel, Condition 3.10(b) of Part A of this Appendix I above) to reduce the Acquisition Price payable under the terms of the Acquisition for the Spirent Shares by an amount equal to the amount of any such dividend, distribution or other return of value. In such circumstances, Spirent Shareholders shall be entitled to retain any such dividend, distribution, or other return of value, declared, made or paid.

If and to the extent that any dividend, distribution or other return of value as contemplated by paragraph 7 (other than the Permitted Dividend) is paid or made prior to the Effective Date and Bidco exercises its right in accordance with paragraph 7 to reduce the Acquisition Price payable under the Acquisition, any reference in this announcement to the Acquisition Price payable under the terms of the Acquisition shall be deemed to be a reference to the Acquisition Price as so reduced.

If and to the extent that any such dividend, distribution or other return of value as contemplated by paragraph 7 (other than the Permitted Dividend) has been declared or announced but not paid or made, or is not payable by reference to a record date prior to the Effective Date and is or shall be: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, distribution or other return of value and to retain it; or (ii) cancelled, the Acquisition Price payable under the terms of the Acquisition shall not be subject to change.

10.

Any exercise by Bidco of its rights referred to in paragraph 8 above shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

11.

Bidco also reserves the right to reduce the Acquisition Price payable under the Acquisition in such circumstances as are, and such amount as is, permitted by the Panel.

12.

The availability of the Acquisition to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any application requirements.

13.

The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

14.

Bidco reserves the right to implement the Acquisition directly or with or through any direct or indirect subsidiary undertaking of Viavi or Bidco from time to time.

Appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement, unless otherwise stated, or the context otherwise requires, the following sources and bases have been used:

The financial information relating to Spirent is extracted (without material adjustment) from the Spirent Group’s audited final results for the financial year ended 31 December 2023 and audited final results for the financial year ended 31 December 2022.

As at the close of business on 4 March 2024 (being the last Business Day prior to the date of this announcement) Spirent has in issue 578,646,363 Spirent Shares. No Shares are held in treasury. The International Securities Identification Number for the Spirent Shares is GB0004726096.

The value attributed to Spirent’s entire issued and to be issued ordinary share capital as implied by the Acquisition Price of 172.5 pence per Spirent Share is based on the issued ordinary share capital as at 4 March 2024 (being the last Business Day prior to the date of this announcement) adjusted for the net dilutive effect of outstanding options and awards under the Spirent Share Plans as at 4 March 2024 and adjusted for the shares held by Spirent employee benefit trusts, being:

(a)

Spirent’s existing issued share capital of Spirent Shares as described in paragraph 2 above;

(b)

plus a maximum of 10,845,204 net Spirent Shares which may be issued on or after the date of this announcement on the exercise of outstanding options and/or vesting of awards under the Spirent Share Plans as at 4 March 2024; and

(c)

less 6,114,466 shares held by Spirent ESOT on 4 March 2024, 3,879 shares held by Spirent ESOT SSIP on 4 March 2024, and 537,835 shares held by UK Sharesave Trust on 4 March 2024.

The implied enterprise value for Spirent of £952 million incorporates the value attributed to the existing issued and to be issued ordinary share capital of Spirent set out in paragraph 3 of this Appendix III, less cash and cash equivalents of US$108 million plus lease liabilities of US$21 million, as disclosed in the Spirent Group’s audited final results for the year ended 31 December 2023, plus the Permitted Dividend of 2.5 pence per Spirent Share (an aggregate of approximately £15 million (approximately US$19 million)).

All prices and Closing Prices for Spirent Shares are closing middle market quotations derived from the Daily Official List of the London Stock Exchange.

Volume weighted average prices have been derived from Bloomberg and have been rounded to the nearest whole figure.

Exchange rates have been derived from Bloomberg and have been rounded to the nearest four decimal places.

The exchange rate used for the conversion of US$ into GBP is 0.7876, derived from Bloomberg, as at 4.30 p.m. on 4 March 2024 (being the last Business Day prior to the date of this announcement).

The exchange rate used for the conversion of GBP into US$ is 1.2697, derived from Bloomberg, as at 4.30 p.m. on 4 March 2024 (being the last Business Day prior to the date of this announcement).

Appendix III
IRREVOCABLE UNDERTAKINGS

Viavi and Bidco have received irrevocable undertakings from Spirent Directors, further details of which are set out in the table below, in respect of, in aggregate, 1,347,466 Spirent Shares, representing approximately 0.23 per cent. of the share capital of Spirent in issue on 4 March 2024 (being the last Business Day prior to publication of this announcement).

The following Spirent Directors have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolution(s) to be proposed at the Spirent General Meeting (or, if the Acquisition is subsequently structured as a Takeover Offer, to accept any Takeover Offer made by Viavi or Bidco). These irrevocable undertakings have been given by all of the Spirent Directors who hold Spirent Shares, being all of the Spirent Directors other than Wendy Koh.

Name	Number of Spirent Shares	Percentage of Spirent ordinary share capital*
Sir William Thomas	67,442	0.0117%
Edgar Masri	20,000	0.0035%
Eric Updyke	933,928	0.1614%
Gary Bullard	37,582	0.0065%
Jonathan Silver	100,000	0.0173%
Paula Bell	178,285	0.0308%
Margaret Buggie	10,229	0.0018%
Total	1,347,466	0.2329%

*Based on the number of Spirent Shares in issue on 4 March 2024 (being the last Business Day prior to publication of this announcement).

These irrevocable undertakings also extend to any shares acquired by the Spirent Directors as a result of the vesting of awards or the exercise of options under the Spirent Share Plans.

These irrevocable undertakings remain binding in the event a higher competing offer is made for Spirent and will only cease to be binding if:

●

Bidco announces, with the consent of the Panel and before the Scheme Document (or, if applicable, Offer Document) is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time;

●

the Scheme Document (or Offer Document, as applicable) is not published within 28 days of the date of this Announcement (or such later date as the Panel may agree);

●

the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, excluding where:

○

the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a scheme of arrangement; or

○

the lapse or withdrawal either is not, in the case of a withdrawal, confirmed by Bidco or is followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by Bidco (or a person acting in concert with it) to implement the Acquisition either by a new, revised or replacement scheme of arrangement or a Takeover Offer; or

●

any competing offer for the issued and to be issued ordinary share capital of Spirent is made which is declared wholly unconditional (if implemented by way of a takeover offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement).

Appendix IV

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

“2022 Spirent Annual Report”		the annual report and audited accounts of the Spirent Group for the year ended 31 December 2022;
“2023 Spirent Interim Results Announcement”		the announcement of the unaudited results of the Spirent Group for the six-month period ended 30 June 2023;
“Acquisition”		the recommended cash acquisition being made by Bidco to acquire the entire issued, and to be issued, ordinary share capital of Spirent, to be implemented by means of the Scheme (or should Bidco so elect in accordance with the terms of the Co-operation Agreement and with the consent of the Panel, by means of a Takeover Offer), and, where the context admits, any subsequent revision, variation, extension or renewal thereof;
“Acquisition Price”		172.5 pence per Spirent Share;
“Acquisition Value”		175 pence for each Spirent Share, comprising the Acquisition Price and the Permitted Dividend;
“ADRs”		American Depositary Receipts;
“announcement”		this announcement, including the Appendices, made pursuant to Rule 2.7 of the Takeover Code;
“Appendices”		the appendices to this announcement, and Appendix shall be construed accordingly;
“Authorisations”		regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;
“Bidco”		Viavi Solutions Acquisitions Limited, a company incorporated England and Wales with registered number 15521962 and whose registered office is at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX;
“Blocking Law”		means (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018;
“Business Day”		a day, not being a public holiday, Saturday or Sunday, on which banks in London are open for business;

“Clean Team Agreement”		the clean team agreement between Viavi and Spirent in connection with the Acquisition dated 13 February 2024;
“Closing Price”		the closing middle market price of a Spirent Share as derived from the Daily Official List on any particular date;
“CMA”		the Competition and Markets Authority, a UK statutory body established under the Enterprise and Regulatory Reform Act 2013;
“Combined Group”		the enlarged group following completion of the Acquisition comprising the Viavi Group and the Spirent Group;
“Companies Act”		the Companies Act 2006, as amended from time to time;
“Conditions”		the conditions to the implementation of the Acquisition, as set out in Part A of Appendix I to this announcement and to be set out in the Scheme Document;
“Confidentiality Agreement”		the confidentiality agreement between Viavi and Spirent in relation to the Acquisition dated 29 January 2024;
“Confidentiality and Joint Defence Agreement”		the confidentiality and joint defence agreement between Viavi, Fried, Frank, Harris, Shriver & Jacobson LLP, Spirent and Linklaters LLP dated 5 February 2024;
“Convertible Notes”		the fully committed 7.5 year, 4.00 per cent. or 4.50 per cent. convertible senior payment-in-kind toggle notes issued by Viavi to Silver Lake² pursuant to the Investment Agreement;
“Co-operation Agreement”		the co-operation agreement between Viavi, Bidco and Spirent entered into on or around the date of this announcement;
“Court”		the High Court of Justice in England and Wales;
“Court Hearing”		the hearing of the application to sanction the Scheme under section 899 of the Companies Act;
“Court Meeting”		the meeting of Spirent Shareholders to be convened at the direction of the Court pursuant to Part 26 of the Companies Act at which a resolution will be proposed to approve the Scheme (with or without amendment), including any adjournment, postponement or reconvening thereof and any separate class meeting relating thereto that may be required by the Court, notice of which is to be contained in the Scheme Document;
“Court Order”		the order of the Court sanctioning the Scheme under Part 26 of the Companies Act;
“CREST”		the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear;

² SLA II CM Victor Holdings, L.P. and SLP VII CM Victor Holdings, L.P.

“Daily Official List”		the daily official list published by the London Stock Exchange;
“DBP”		the Spirent Deferred Bonus Plan (last amended in 2022);
“Dealing Disclosure”		an announcement pursuant to Rule 8 of the Takeover Code containing details of dealings in interests in relevant securities of a party to an offer;
“Depositary”		The Bank of New York Mellon, as depositary for the Spirent ADR Programme;
“Disclosed”		the information disclosed by or on behalf of Spirent: (i) in the 2022 Spirent Annual Report or the 2023 Spirent Interim Results Announcement; (ii) in this announcement; (iii) in any other announcement to a Regulatory Information Service before the date of this announcement; (iv) fairly disclosed in writing (including via the virtual data room operated by or on behalf of Spirent in respect of the Acquisition or via e-mail) before the date of this announcement to Viavi or its advisers (in their capacity as such); (v) fairly disclosed during any management presentation in connection with the Acquisition attended by Spirent on the one hand and any of Viavi or its officers, employees, agents or advisers (in their capacity as such); or (vi) as otherwise fairly disclosed to Viavi (or its officers, employees, agents or advisers) prior to the date of this announcement;
“Effective”		in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in accordance with the requirements of the Takeover Code;
“Effective Date” or “Completion”		the date on which the Acquisition becomes Effective;
“EIP”		the Spirent Employee Incentive Plan 2005;
“Euroclear”		Euroclear UK & Ireland International Limited;
“EV/EBIT”		the ratio of enterprise value to earnings before interest and taxes;
“Executive Retention Arrangements”		Eric Updyke, Chief Executive Officer of the Spirent Group, and Paula Bell, Chief Financial and Operations Officer of the Spirent Group, will each be entitled to receive cash payments from Viavi of 200 per cent. and 175 per cent. of their annual salaries, respectively, less any legally required deductions and subject to Completion and Spirent ceasing to be listed on the Official List of the London Stock Exchange. Subject to these leaver terms, each executive will be paid 50 per cent. as soon as reasonably practicable following Spirent ceasing to be listed on the Official List of the London Stock Exchange and 50 per cent. as soon as reasonably practicable following the date falling six months following the Effective Date;

“FCA” or “Financial Conduct Authority”		the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000;
“Forms of Proxy”		the forms of proxy in connection with each of the Court Meeting and Spirent General Meeting, which shall accompany the Scheme Document;
“FSMA”		the UK Financial Services and Markets Act 2000;
“FY2023A”		the financial year ended 31 December 2023;
“GAESPP”		the Spirent Global All-Employee Share Purchase Plan 2021;
“HM Government”		the government of the United Kingdom of Great Britain and Northern Ireland;
“HSR Act”		the US Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder;
“Investment Agreement”		the investment agreement between Viavi and Silver Lake³ dated 5 March 2024;
“Jefferies”		Jefferies International Limited;
“Lender”		Wells Fargo Bank, N.A.;
“Listing Rules”		the rules and regulations made by the Financial Conduct Authority under FSMA (as amended), and contained in the publication of the same name, as amended from time to time;
“London Stock Exchange”		the London Stock Exchange plc or its successor;
“Long Stop Date”		6 September 2025 or such later date as may be agreed between Bidco and Spirent and, if required, the Panel and the Court may allow;
“LTIP”		the Spirent Long-Term Incentive Plan 2016 (last amended in 2019);
“Market Abuse Regulation”		the Market Abuse Regulation (EU) (596/2014) (as it forms part of the laws of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended));
“Meetings”		the Court Meeting and the Spirent General Meeting;
“NASDAQ”		the Nasdaq Stock Market, Inc;
“NSI Act”		the UK National Security and Investment Act 2021, together with all associated secondary legislation and regulatory rules;

³ SLA II CM Victor Holdings, L.P. and SLP VII CM Victor Holdings, L.P.

“Offer Document”		the offer document published by or on behalf of Bidco in connection with any Takeover Offer, including any revised offer document;
“Offer Period”		the offer period (as defined by the Takeover Code) relating to Spirent which commenced on the date of this announcement;
“Official List”		the official list maintained by the FCA pursuant to Part 6 of FSMA;
“Opening Position Disclosure”		an announcement pursuant to Rule 8 of the Takeover Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Acquisition;
“Overseas Shareholders”		holders of Spirent Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the UK;
“Panel”		the UK Panel on Takeovers and Mergers;
“Permitted Dividend”		a dividend of 2.5 pence per Spirent Share that is intended to be declared by the Spirent Board prior to the Effective Date and will be conditional upon, and only payable if, the Scheme becomes Effective (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer becomes or is declared unconditional), in lieu of a final dividend for the year ended 31 December 2023;
“Post-Completion Review”		the full evaluation of Spirent Group and its strategy, operations and organisational structure which Viavi intends to carry out with Spirent’s management upon Completion, as further described in paragraph10;
“Qatalyst Partners”		Qatalyst Partners LP;
“Qualifying Termination”		a termination other than “for cause” or for gross misconduct but not including resignation except for constructive dismissal;
“Registrar of Companies”		the Registrar of Companies in England and Wales;
“Regulations”		the Uncertificated Securities Regulations 2001;
“Regulatory Information Service”		any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;
“relevant securities”		as the context requires, Spirent Shares, other Spirent share capital and any securities convertible into or exchangeable for, and rights to subscribe for, any of the foregoing;
“Restricted Jurisdiction”		any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Spirent Shareholders in that jurisdiction;

“Rothschild & Co”		N.M. Rothschild & Sons Limited;
“Scheme” or “Scheme of Arrangement”		the proposed scheme of arrangement under Part 26 of the Companies Act between Spirent and the Spirent Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Spirent and Bidco;
“Scheme Document”		the document to be sent to Spirent Shareholders and persons with information rights containing, amongst other things, the Scheme and notices of the Meetings and information regarding the proxy forms in respect of the Meetings;
“Scheme Record Time”		the time and date to be specified in the Scheme Document, expected to be 6.30 p.m. on the Business Day immediately preceding the Effective Date (or such other date as Bidco and Spirent may agree);
“Silver Lake”		Silver Lake, a leading global technology investment firm;
“Special Resolution(s)”		the special resolution(s) to be proposed at the Spirent General Meeting including, among other things, in connection with the implementation of the Scheme and certain amendments to be made to the articles of association of Spirent;
“Spirent” or “Company”		Spirent Communications plc;
“Spirent ADR Holder(s)”		holders of Spirent ADRs;
“Spirent ADR Programme”		Spirent’s Level I sponsored ADR programme created pursuant to the Spirent ADR Programme Deposit Agreement;
“Spirent ADR Programme Deposit Agreement”		the deposit agreement governing the Spirent ADRs between Spirent and the Depositary dated 10 July 2001 (as amended and restated from time to time);
“Spirent ADRs”		ADRs issued pursuant to the Spirent ADR Programme, each representing four Spirent Shares;
“Spirent Board” or “Spirent Directors”		the directors of Spirent at the time of this announcement or, where the context so requires, the directors of Spirent from time to time;
“Spirent ESOT”		the employee benefit trust known as the Spirent Employee Share Ownership Trust (ESOT);
“Spirent ESOT SSIP”		the employee benefit trust known as the Spirent Employee Share Ownership Trust (ESOT) – Spirent Stock Incentive Plan;
“Spirent General Meeting”		the general meeting of Spirent Shareholders to be convened to consider and if thought fit, pass, among other things, the Special Resolution(s) in relation to the Scheme, including any adjournments thereof;

“Spirent Group”		Spirent and its subsidiary undertakings and where the context permits, each of them;
“Spirent Results”		the audited full year financial results of Spirent in respect of the year end ended 31 December 2023;
“Spirent Shareholder(s)”		holders of Spirent Shares;
“Spirent Share(s)”		the existing unconditionally allotted or issued and fully paid ordinary shares of 3 & 1/3 pence each in the capital of Spirent and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes Effective;
“Spirent Share Plans”		the LTIP, the EIP, the DBP, the GAESPP, the UK Sharesave, the UK SIP and the US ESPP;
“Takeover Code”		the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time;
“Takeover Offer”		subject to the consent of the Panel and the terms of the Co-operation Agreement, should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of Spirent on the terms and subject to the conditions to be set out in the related offer document (and, where the context admits, any subsequent revision, variation, extension or renewal of such offer);
“Third Party”		each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;
“UBS”		UBS AG, London Branch;
“UK”		United Kingdom of Great Britain and Northern Ireland;
“UK Sharesave”		the Spirent UK Sharesave Plan 2021;
“UK Sharesave Trust”		the trust of the UK Sharesave;
“UK SIP”		the Spirent UK Employee Share Purchase Plan 2005 (last amended in 2021);
“US”		the United States of America;
“US Antitrust Laws”		the US Sherman Antitrust Act of 1890, as amended, the US Clayton Act of 1914, as amended, the HSR Act, the US Federal Trade Commission Act, as amended, and the rules and regulations thereunder and any other US federal. state and local laws, rules and regulations that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolisation or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the Acquisition;

“US ESPP”		the Spirent US Employee Stock Purchase Plan 2021;
“Viavi”		Viavi Solutions Inc., a company incorporated in the State of Delaware, United States of America;
“Viavi Group”		Viavi and its subsidiary undertakings (ignoring for such purpose the acquisition of the Spirent Group following the Effective Date);
“Voting Record Time”		the time and date to be specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.30 p.m. on the day which is two Business Days before the Court Meeting or, if the Court Meeting is adjourned, 6.30 p.m. on the day which is two Business Days before the date of such adjourned Court Meeting; and
“Wells Fargo Securities”		Wells Fargo Securities, LLC.

For the purposes of this announcement, “subsidiary”, “subsidiary undertaking”, “undertaking” and “associated undertaking” have the respective meanings given thereto by the Companies Act.

All references to “GBP”, “£”, “pence” and “p” are to the lawful currency of the UK.

All references to “US$” and “US cents” are to the lawful currency of the US.

All times referred to are London time unless otherwise stated.

References to the singular include the plural and vice versa.

Exhibit 2.2

EXECUTION VERSION


	Co-operation Agreement

	relating to the takeover offer for the entire issued and to be issued share capital of Spirent Communications plc



	Dated 5 March 2024
	Viavi Solutions Inc. and Viavi Solutions Acquisitions Limited and Spirent Communications plc

Contents		Page

1	Interpretation	1

2	Effective Date and Terms of the Acquisition	7

3	Undertakings in relation to Regulatory Conditions	8

4	Target Documentation	11

5	Qualifications	11

6	Implementation	12

7	Switching to an Offer	13

8	Revisions to the Acquisition	15

9	Special Dividend	15

10	Share Plans and Employee Matters	16

11	D&O Insurance	16

12	Termination	17

13	Representations and Warranties	18

14	Invalidity	19

15	Code	19

16	Notices	19

17	Further Assurances	20

18	Remedies and Waivers	21

19	No Partnership	21

20	Time of Essence	21

21	Third Party Rights	21

22	Variation	21

23	Whole Agreement	22

24	Assignment	22

25	Costs and Expenses	22

26	Counterparts	22

27	Governing Law and Submission to Jurisdiction	22

28	Appointment of Process Agent	23

	Schedule 1 Share Plans and Employee Matters	1

	Schedule 2 Announcement	1

This Agreement is made on 5 March 2024 between:

(1)

VIAVI SOLUTIONS INC., whose registered office is at 1445 South Spectrum Boulevard, Suite 102, Chandler, AZ 85286, United States of America (“Viavi”);

(2)

VIAVI SOLUTIONS ACQUISITIONS LIMITED, a company incorporated in England and Wales with registered number 15521962 and whose registered office is at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX (“Bidco”); and

(3)

SPIRENT COMMUNICATIONS PLC, a company incorporated in England and Wales with registered number 00470893 and whose registered office is at Origin One, 108 High Street, Crawley, West Sussex RH10 1BD, United Kingdom (“Target”).

Whereas:

(A)

Viavi and Bidco intend to announce a firm intention to make a recommended offer for the entire issued and to be issued share capital of Target (the “Acquisition”) to be implemented by way of a Scheme or, if Bidco so elects in accordance with this Agreement and the Panel consents, by way of an Offer, on the terms and subject to the conditions set out in the Announcement.

(B)

The parties are entering into this Agreement to take certain steps to implement the Acquisition and wish to record their respective obligations relating to such matters.

It is agreed as follows:

Interpretation

In this Agreement, unless the context otherwise requires:

1.1

Definitions:

Acceleration Statement means, should the Acquisition be effected by way of an Offer following an Agreed Switch, a statement in which Bidco, in accordance with Rule 31.5 of the Code, brings forward the latest date by which all of the conditions to the Offer must be satisfied or waived;

Acceptance Condition means the acceptance condition to any Offer;

Acceptance Condition Invocation Notice means, should the Acquisition be effected by way of an Offer following an Agreed Switch, a notice in which Bidco gives notice of its intention to invoke the Acceptance Condition so as to cause the offer to lapse in accordance with Rule 31.6 of the Code;

Acquisition has the meaning given to it in Recital (A);

Acquisition Price has the meaning given to it in the Announcement;

Act means the Companies Act 2006;

Agreed Switch has the meaning given to it in Clause 7.1 (Switching to an Offer);

Announcement means the announcement detailing the terms and conditions of the Acquisition to be made under Rule 2.7 of the Code in substantially the form set out in Schedule 2 (Announcement) to this Agreement (subject to any such changes prior to publication as may be agreed by, or on behalf of, Target and Bidco);

Bidco Directors means the directors of Bidco from time to time and Bidco Director shall be construed accordingly;

Business Day means a day, not being a public holiday, Saturday or Sunday, on which banks in London are open for business (and, for the purpose of Clause 6.1.1 only, the states of New York and Arizona in the US);

Clean Team Agreement means the clean team agreement entered into between Viavi and Target in connection with the Acquisition dated 13 February 2024;

Clearances means:

(i)

any approvals, authorisations, consents, certificates, clearances, determinations, findings of suitability, permissions, confirmations, comfort letters, and exemptions or waivers that are required to be obtained;

(ii)

all filings that are required to be made; and

(iii)

all waiting periods that are necessary to have expired,

from or under any of the laws, regulations or practices applied by any Regulatory Authority (or under any agreement or arrangements to which any Regulatory Authority is a party) in connection with the satisfaction of one or more of the Regulatory Conditions; and any reference to any Clearances having been “satisfied” shall be construed as meaning that the foregoing have been obtained or, where appropriate, made or expired in accordance with the relevant Regulatory Condition;

CMA means the Competition and Markets Authority, a UK statutory body established under the Enterprise and Regulatory Reform Act 2013;

Code means the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time;

Conditions means:

(i)

for so long as the Acquisition is being implemented by means of the Scheme, the conditions to the implementation of the Acquisition as set out in Appendix I to the Announcement (as may be amended by agreement in writing between Bidco and Target and, where required, with the consent of the Panel); or

(ii)

if the Acquisition is implemented by means of an Offer, the conditions referred to in (i) above, as amended by replacing the Scheme Conditions with the Acceptance Condition, and as may be further amended by Bidco with the consent of the Panel (where required) and, in the event of an Agreed Switch, and for as long as the Acquisition is subject to a unanimous and unqualified recommendation by the Target Directors, with the consent of the Target;

Confidentiality Agreement means the confidentiality agreement between Viavi and Target in relation to the Acquisition dated 29 January 2024;

Confidentiality and Joint Defence Agreement means the confidentiality and joint defence agreement between Viavi and Target in relation to the Acquisition dated 5 February 2024;

Court means the High Court of Justice in England and Wales;

Court Meeting means the meeting of Target Shareholders to be convened at the direction of the Court pursuant to Part 26 of the Act at which a resolution will be proposed to approve the Scheme (with or without amendment), including any adjournment, postponement or reconvening thereof, notice of which is to be contained in the Scheme Document;

Court Sanction Hearing Date means the date on which the Sanction Hearing takes place;

DBP means Target’s Deferred Bonus Plan (Amended 2022);

Effective means in the context of the Acquisition:

(i)

if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or

(ii)

if the Acquisition is implemented by way of an Offer, the Offer having been declared or having become unconditional in accordance with the requirements of the Code;

Effective Date means the date upon which the Acquisition becomes Effective;

Financial Conduct Authority means the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA;

Forms of Proxy means the forms of proxy in connection with each of the Court Meeting and General Meeting, which shall accompany the Scheme Document;

FSMA means the UK Financial Services and Markets Act 2000;

FTC Premerger Notification Office means the Premerger Office of the Federal Trade Commission of the United States of America;

GAESPP means Target’s Global All-Employee Share Purchase Plan (Amended 2021);

General Meeting means the general meeting of Target Shareholders to be convened to consider and if thought fit, pass, among other things, the Target Resolutions in relation to the Scheme, including any adjournments thereof;

Group means, in relation to any person, its subsidiaries, subsidiary undertakings, holding companies and parent undertakings and the subsidiaries and subsidiary undertakings of any such holding company or parent undertaking;

HSR Act means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any rules and regulations promulgated thereunder;

HSR Filing means a premerger notification under the Hart–Scott–Rodino Antitrust Improvements Act of 1976;

Law means any applicable statutes, common law, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, directives, governmental guidelines or interpretations having the force of law or bylaws, in each case of a Regulatory Authority;

Listing Rules means the rules and regulations made by the Financial Conduct Authority under FSMA (as amended), and contained in the publication of the same name, as amended from time to time;

Long Stop Date means 6 September 2025 (or such later date as may be agreed between Bidco and Target and, if required, the Panel and the Court may allow);

LTIP means Target’s 2016 Long-Term Incentive Plan (Amended 2019);

Meetings means the Court Meeting and the General Meeting;

Notice has the meaning given in Clause 16 (Notices);

Offer means subject to the consent of the Panel and the terms of this Agreement, should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of Target on the terms and subject to the conditions to be set out in the Offer Document (and, where the context admits, any subsequent revision, variation, extension or renewal of such offer);

Offer Document means the offer document published by or on behalf of Bidco in connection with any Offer, including any revised offer document;

Panel means the Panel on Takeovers and Mergers;

Proceeding means any civil, criminal or administrative claim, hearing, action, arbitration, litigation, suit, demand, investigation or other proceeding;

Regulatory Authority means any central bank, ministry, governmental, quasi-governmental, supranational, statutory, court, regulatory, administrative or investigative body, agency or authority, including, but not limited to, those exercising powers in relation to anti-trust, competition or merger control, regulatory (including financial regulatory), taxing, importing or foreign investment matters, or any other authority, trade agency, association, institution or professional or environmental body, in any relevant jurisdiction (including, but not limited to, the Financial Conduct Authority, the CMA and the European Commission) and any other regulatory authority (in each case) whose consent, or with whom a submission, filing or notification is necessary in order to satisfy any of the Regulatory Conditions, and Regulatory Authorities means any or all of them, as applicable;

Regulatory Conditions means the Conditions set out in paragraphs 3.1 to 3.8 (inclusive) of Part A of Appendix I to the Announcement;

Regulatory Information Service means an information service that is approved by the Financial Conduct Authority and is on the list maintained by the Financial Conduct Authority from time to time for the purpose of disseminating regulatory announcements;

Relevant Individual has the meaning given in Clause 11 (D&O Insurance);

Remedies means any conditions, measures, commitments, undertakings, remedies (including disposals, whether before or following completion of the Acquisition, and any pre-divestiture reorganisations) or assurance (financial or otherwise) offered or required in connection with the obtaining of any Clearances and Remedy shall be construed accordingly;

Sanction Hearing means the Court hearing of the application to sanction the Scheme under section 899 of the Act;

Scheme means the proposed scheme of arrangement under Part 26 of the Act between Target and Target Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Target and Bidco;

Scheme Conditions means those conditions referred to in paragraph 2 of Part A of Appendix I to the Announcement;

Scheme Document means the document to be sent to Target Shareholders and persons with information rights containing, amongst other things, the Scheme and notices of the Meetings and information regarding the Forms of Proxy in respect of the Meetings;

Scheme Record Time means the date and time to be specified in the Scheme Document, expected to be 6.30 p.m. on the Business Day immediately preceding the Effective Date (or such other date as Bidco and Target may agree);

Special Dividend has the meaning given in Clause 9.1 (Special Dividend);

Switch has the meaning given in Clause 7 (Switching to an Offer);

Target Board Recommendation means a unanimous and unqualified recommendation from the Target Directors to the Target Shareholders: (i) that Target Shareholders vote in favour of the Scheme at the Court Meeting and the Target Resolutions at the General Meeting; or (ii) if Bidco proceeds with the Acquisition by way of an Offer, in accordance with this Agreement and the Panel consents, to accept the Offer, as the case may be;

Target Board Recommendation Change means:

(i)

if Target makes an announcement prior to the publication of the Scheme Document that:

(a)

the Target Directors no longer intend to make the Target Board Recommendation or intend adversely to modify or qualify such recommendation;

(b)

it shall not convene the Court Meeting or the General Meeting; or

(c)

it intends not to publish the Scheme Document or (if different) the document convening the General Meeting; or

(ii)

if Target makes an announcement that it will delay the convening of, or will adjourn, the Court Meeting or the General Meeting to a date which is later than the latest date permitted by Condition 2.1(b) or Condition 2.2(b) respectively, in each case, unless (and only to the extent): (a) the Panel (or, if applicable, the Court) requires a supplementary circular to be published in connection with the Scheme in accordance with Rule 27 and the Panel agrees with Target that such supplementary circular cannot be published in sufficient time prior to the Court Meeting and/or General Meeting (or the Court requires there to be a delay or adjournment) so as to enable Target Shareholders to make an informed decision about whether to approve the Scheme (provided that: (i) Target has used all reasonable endeavours to publish the supplementary circular as soon as reasonably practicable after the date on which the requirement of the Panel, in accordance with Rule 27, to publish a supplementary circular arises; and (ii) such supplementary circular repeats the Target Board Recommendation); (b) such delay or adjournment is solely caused by logistical or practical reasons beyond Target’s control; or (c) Bidco has provided its consent for such a delay or adjournment; or

(iii)

any failure to include the Target Board Recommendation in the Scheme Document; or

(iv)

any withdrawal, adverse qualification or adverse modification of the Target Board Recommendation; or

(v)

the Target Group has entered into any transaction which would constitute:

(a)

a reverse takeover of Target (as defined in the Code); or

(b)

except where Bidco has given prior written consent to such transaction, a class 1 transaction for, or a reverse takeover of, Target (each as defined in the Listing Rules); or

(vi)

at any time prior to the conclusion of the Court Meeting and the General Meeting, any failure to publicly reaffirm or re-issue the Target Board Recommendation within ten Business Days of Bidco’s reasonable request to do so; or

(vii)

if, after the Scheme has been approved by Target Shareholders and/or the approval of the Target Resolutions at the General Meeting, the Target Directors announce that they shall not implement the Scheme (other than in connection with an announcement of an Offer or revised offer by Bidco and/or one or more of its concert parties for Target); or

(viii)

a third party announces a firm intention under Rule 2.7 of the Code to make an offer or revised offer (whether or not it is subject to the satisfaction or waiver of any pre-conditions) for Target which is recommended by the Target Directors;

Target Directors means the directors of Target (from time to time), and Target Director shall be construed accordingly;

Target Group means Target and its subsidiaries and subsidiary undertakings from time to time;

Target Resolutions means such shareholder resolutions of Target to be proposed at the General Meeting for the purposes of, amongst other things, approving and implementing the Scheme, the Acquisition and, subject to the Scheme becoming Effective, the acquisition by Bidco of any Target Shares issued or transferred out of treasury after the Scheme Record Time, including certain

amendments to the articles of association of Target, and such other matters as may be agreed between Target and Bidco as necessary or desirable for the purposes of implementing the Scheme;

Target Shareholders means the registered holders of Target Shares from time to time;

Target Share Plans means the LTIP, the DBP, the GAESPP, the UK Sharesave and the US ESPP;

Target Shares means the entire issued and to be issued ordinary share capital of Target;

UK Sharesave means Target’s UK Sharesave Plan 2021;

US ESPP means Target’s US Employee Stock Purchase Plan (Amended 2021);

VAT means (i) any value added tax imposed by the VAT Act 1994; (ii) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (iii) any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (i) or (ii) above, or imposed elsewhere;

Viavi Directors means the directors of Viavi from time to time and Viavi Director shall be construed accordingly;

Viavi Group means Viavi and its subsidiaries and subsidiary undertakings from time to time; and

Viavi Information means information relating to Bidco, any member of the Viavi Group, any Bidco Director, any Viavi Director or any person acting in concert with Bidco (including the intentions of the Viavi Group in relation to the Target Group).

1.2

Announcement

Terms used but not defined expressly in this Agreement shall, unless the context otherwise requires, have the meaning given to them in the Announcement. In case of inconsistency, the definitions set out in this Agreement shall take precedence.

1.3

Clauses, Schedules

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to clauses of, and schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

1.4

Singular, plural, gender

References to one gender include all genders and references to the singular include the plural and vice versa.

1.5

References to persons and companies

References to:

1.5.1

a person include any company, partnership or unincorporated association (whether or not having separate legal personality); and

1.5.2

a company shall include any company, corporation or any body corporate, wherever and however incorporated or established.

1.6

References to subsidiaries and holding companies

The words holding company, parent undertaking, subsidiary and subsidiary undertaking shall have the same meaning in this Agreement as their respective definitions in the Act, as applicable.

1.7

The Code

When used in this Agreement, the expressions acting in concert, concert parties, control and offer shall be construed in accordance with the Code.

1.8

Modification of Statutes

References to a statute or statutory provision include:

1.8.1

that statute or provision as from time to time modified, re-enacted or consolidated whether before or after the date of this Agreement;

1.8.2

any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which that statute or provision has directly or indirectly replaced; and

1.8.3

any subordinate legislation made from time to time under that statute or statutory provision.

1.9

Time of Day

References to times of day are to London time, unless otherwise stated.

1.10

Amendments

A reference to any other document referred to in this Agreement is a reference to that other document as amended, revised, varied, novated or supplemented at any time.

1.11

Headings

Headings shall be ignored in construing this Agreement.

1.12

Information

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

1.13

Legal Terms

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

1.14

Non-limiting effect of words

The words including, include, in particular and words of similar effect shall not be deemed to limit the general effect of the words that precede them.

1.15

Meaning of “to the extent that” and similar expressions

In this Agreement, “to the extent that” shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way.

Effective Date and Terms of the Acquisition

2.1

Effective Date

The obligations of the parties under this Agreement, other than Clause 1 (Interpretation), this Clause 2.1 and Clauses 12 (Termination) to 28 (Appointment of Process Agent) (inclusive), shall be conditional on the release of the Announcement via a Regulatory Information Service at or before 5.00 p.m. on the date of this Agreement, or such other date and time as may be agreed by the parties (and, where required by the Code, approved by the Panel). Clause 1 (Interpretation), this Clause 2 (Effective Date and Terms of the Acquisition), and Clauses 12 (Termination) to 28 (Appointment of Process Agent) (inclusive) shall take effect on and from the date of this Agreement.

2.2

Terms of the Acquisition

2.2.1

The principal terms of the Acquisition shall be as set out in the Announcement, together with such other terms as may be agreed between the parties in writing (save in the case of an improvement to the terms of the Acquisition, which shall be at the sole and absolute discretion of Bidco) and, where required by the Code, approved by the Panel.

2.2.2

The terms of the Acquisition at the date of publication of the Scheme Document shall be set out in the Scheme Document. Should Bidco elect to implement the Acquisition by way of an Offer in accordance with this Agreement, the terms of the Acquisition shall be as set out in the Offer Document.

Undertakings in relation to Regulatory Conditions

3.1

Bidco’s Regulatory Conditions Strategy

Except where otherwise required by Law, Bidco shall solely, determine, having consulted in good faith with Target, and reasonably considering, in good faith, comments and views from Target, the strategy to be pursued for satisfying the Regulatory Conditions, including but not limited to:

3.1.1

promptly contacting and corresponding with any Regulatory Authority in relation to any Clearances sought by Bidco in respect of the Acquisition in accordance with this Agreement, including submitting and preparing all necessary filings, notifications and submissions; and

3.1.2

providing an appropriate set of information or response to a specific question (as applicable) as is reasonably practicable at the time of such notification, filing or submission (notwithstanding that a Regulatory Authority may subsequently request further information).

3.2

Co-operation with Regulatory Conditions

Without prejudice to Bidco’s right to determine the strategy to be pursued in accordance with Clause 3.1, and subject to Clause 5 (Qualifications), Bidco and Target shall co-operate with each other and provide each other with all reasonable information, assistance and access in a timely manner in order to allow for Bidco, and (in respect of the filing identified under Clause 3.2.2 only) Target, to assess and make any filings, notifications or submissions as are necessary for the purposes of implementing the Acquisition and/or in connection with the Clearances in each case with or to the Regulatory Authorities. This shall include, except to the extent that to do so is prohibited by Law, that:

3.2.1

Bidco will submit any relevant notification (or draft notification where appropriate) to each Regulatory Authority as soon as is reasonably practicable after the date of this Agreement and within any applicable mandatory time periods where it is necessary or expedient to do so in order to obtain the Clearances, which shall include Bidco submitting:

(i)

the notifications required under the HSR Act within 15 Business Days after the date of this Agreement, provided that, in the event that the FTC Premerger Notification Office is not processing HSR Filings on what would otherwise be the HSR Filing deadline under this Clause 3.2.1(i), then Bidco shall submit the notifications required under the HSR Act as promptly as practicable after the FTC Premerger Notification Office resumes processing HSR Filings;

(ii)

a merger notice or briefing paper to the CMA as soon as practicable after the date of this Agreement subject to Target materially complying with its co-operation obligations under this Clause 3.2; and

(iii)

as soon as reasonably practicable after the date of this Agreement, a relevant notification to:

(i)

the United Kingdom’s Investment Screening Unit under the United Kingdom’s National Security and Investment Act;

(ii)

the French Ministry of the Economy pursuant to the French Monetary and Financial Code; and

(iii)

the German Federal Ministry for Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie) under the German Foreign Trade Act (Außenwirtschaftsgesetz ("AWG")) in conjunction with the Foreign Trade Ordinance (Außenwirtschaftsverordnung) ("AWV"),

For the avoidance of doubt, Viavi shall be primarily responsible for preparing all filings, submissions, correspondence and communications in relation to each of the above submissions.

3.2.2

Target will submit the notifications required under the HSR Act within 20 Business Days after the date of this Agreement.

3.2.3

Bidco shall not (and shall procure that each member of the Viavi Group shall not) apply, or submit any notifications or submissions in relation to Clearances, other than those Clearances referenced in Clause 3.2.1 above, without the prior written consent of Target (such consent not to be unreasonably withheld, delayed or conditioned);

3.2.4

subject to Clause 5 (Qualifications), Bidco and Target shall:

(i)

provide, or procure the provision of, draft copies of all submissions, material correspondence and material communications intended to be sent to any Regulatory Authority in relation to obtaining any Clearances to the other party and its legal advisers at such time as will allow the other party a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent;

(ii)

take into account such comments made by the other party as are reasonable on such submissions, material correspondence and material communications; and

(iii)

provide the other party with copies of all such submissions and communications in the form finally submitted or sent;

3.2.5

Bidco and Target shall notify each other, and shall provide copies to each other through their legal advisers, in a timely fashion of any material communication from any Regulatory Authority in relation to obtaining any Clearance and shall as promptly as reasonably practicable respond to any request for information by any Regulatory Authority;

3.2.6

where reasonably requested by a party and with reasonable prior notice, the other party shall make available appropriate representatives for meetings and/or telephone calls requested by any Regulatory Authority in connection with the obtaining of all Clearances and the implementation of the Acquisition;

3.2.7

where permitted by the Regulatory Authority concerned, Target shall have the right to nominate persons to attend meetings and participate in telephone conversations other than those of an administrative nature (and make oral submissions in such meetings and telephone calls) between Bidco and any Regulatory Authority, and Bidco shall provide Target with reasonable prior notice to facilitate the attendance of such persons at the relevant meetings and telephone calls; and

3.2.8

Bidco and Target shall keep each other and their respective legal advisers informed as soon as is reasonably practicable of developments which are material or potentially material to the obtaining of any Clearances and/or the satisfaction of the Regulatory Conditions.

3.3

Undertakings to satisfy all Regulatory Conditions

3.3.1

Without prejudice to Bidco’s right to determine the strategy to be pursued in accordance with Clause 3.1, Bidco shall use, and shall procure that the members of the Viavi Group shall use, all reasonable endeavours to satisfy the Regulatory Conditions as promptly as practicable (and in any event, in sufficient time so as to enable the Effective Date to occur prior to the Long Stop Date). This shall include (but is not limited to) accepting the imposition of, or the offering of (and not withdrawing), a Remedy which Bidco considers (in good faith) to be reasonable to obtain the Clearances, provided that Bidco or any member of the Viavi Group shall not be required to take any action (including accepting the imposition of, or offering, any Remedy) which would, individually or in the aggregate, be of material significance to the Viavi Group or to the Target Group in the context of the Acquisition (as such material significance is or would fall to be determined by the Panel under the Code).

3.3.2

Subject to Clause 5 (Qualifications), Target undertakes to:

(i)

co-operate reasonably and in good faith with Bidco, including, upon request by Bidco, furnishing without undue delay Bidco with all information concerning itself, its Group, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with obtaining Clearances; and

(ii)

when required, promptly contact and correspond with any Regulatory Authority in relation to any Clearances sought by Bidco in respect of the Acquisition in accordance with this Agreement, including submitting and preparing all necessary filings, notifications and submissions in relation to the submissions listed in Clause 3.2.1(iii).

3.4

Filing fees and charges

Bidco shall be responsible for paying any filing, administrative or other merger notice fees, costs (other than professional costs) and expenses incurred in connection with obtaining any Clearances, unless such fees and expenses are payable by Target as specified by applicable local Law, in which case Bidco shall, on demand, promptly reimburse Target for such fees and expenses.

3.5

Actions which could prevent or delay satisfaction of the Regulatory Conditions

Bidco undertakes to Target that, until the Regulatory Conditions are satisfied, it shall not (and shall procure that each member of the Viavi Group shall not) take, or omit to take or permit or cause to be taken or omitted to be taken, any action, or negotiations or enter into any discussions with a third party or any agreement for, or consummate, any acquisition, disposal, reorganisation, merger or other form of transaction which would, or would be reasonably likely to, have the effect of preventing or delaying satisfaction of the Regulatory Conditions.

3.6

Target qualifications

Nothing in this Clause 3 (Undertakings in relation to Regulatory Conditions) shall require the directors of Target to:

3.6.1

comply with Clause 3 (Undertakings in relation to Regulatory Conditions) upon a Target Board Recommendation Change;

3.6.2

maintain their recommendation for the Acquisition;

3.6.3

adjourn, postpone or seek to adjourn or postpone (or refrain from adjourning or postponing or seeking to adjourn or postpone) any shareholder meeting or court hearing which has been or shall be convened in relation to the Acquisition; or

3.6.4

(without prejudice to any other obligation Target has under this Agreement) require Target to make any change (or refrain from making any change) to the timetable for implementing the Acquisition.

Target Documentation

4.1

If the Acquisition is being implemented by means of the Scheme, Bidco agrees:

4.1.1

to provide promptly to Target all such Viavi Information as may be required or is reasonably requested by Target and/or its professional advisers (having regard to the Code and applicable Law) for the purpose of inclusion in the Scheme Document (including all information required by the Code or applicable Law for the purposes of satisfying the relevant disclosure obligations under the Code and/or applicable Law);

4.1.2

to provide as soon as reasonably practicable all such other assistance and access to personnel and information as may be reasonably required or is reasonably requested by Target for the preparation of the Scheme Document including access to, and ensuring that reasonable assistance is provided by, the Viavi Group’s management and professional advisers;

4.1.3

to procure that the Bidco Directors and Viavi Directors (and any other person connected with Bidco as required by the Panel) accept responsibility, if and to the extent required (and on the terms required) by the Code, for all information in the Scheme Document relating to Bidco, Viavi, the Bidco Directors, the Viavi Directors, the Viavi Group, Viavi’s future plans and intentions for the Target Group, including any statements of opinion, belief or expectation of the Bidco Directors and/or the Viavi Directors in relation to the Acquisition or the Target Group following completion of the Acquisition and any other information in the Scheme Document for which an offeror and/or its directors would be required under the Code or applicable Law to accept responsibility; and

4.1.4

that, if any supplemental circular or document is required to be published in connection with the Scheme or, subject to the prior written consent of Bidco (such consent not to be unreasonably withheld or delayed) and, where required, the consent of the Panel, any variation or amendment to the Scheme, it shall as soon as reasonably practicable provide such co-operation and information necessary to comply with all applicable provisions of the Code or applicable Law as may be reasonably requested or is reasonably required by Target to prepare and publish such document.

4.2

Prior to the Effective Date, each of Bidco and Target agrees to:

4.2.1

notify the other party as promptly as reasonably practicable after becoming aware that any information provided by it for use in the Scheme Document or any other document to be prepared in connection with the Acquisition is or has become false or misleading; and

4.2.2

to the extent required by the Panel under the Code to correct any such false or misleading information.

4.3

Without prejudice to Clause 10.3, Bidco shall allow Target a reasonable opportunity to provide comments on any announcement or communication to Target Shareholders, employees, optionholders, or trustees of Target’s pension scheme in connection with the Acquisition, and consider and take into account in good faith Target’s reasonable comments on such announcement or communication.

Qualifications

5.1

Nothing in Clauses 3 (Undertakings in relation to Regulatory Conditions) or 4 (Target Documentation) shall require any party (the “disclosing party”) to provide or disclose to the other party any information:

5.1.1

which the disclosing party (acting reasonably) considers to be commercially or competitively sensitive or confidential information related to its business and/or any member of its Group which is not relevant to the Acquisition or any Clearance;

5.1.2

that is personally identifiable information of a director, officer or employee of the disclosing party or any member of its Group (other than the names and roles thereof), unless that information is relevant to the Acquisition or any Clearance and can be reasonably anonymised (in which case the disclosing party shall provide the relevant information on an anonymous basis);

5.1.3

which the disclosing party is prohibited from disclosing by Law or a Regulatory Authority;

5.1.4

where such disclosure would result in the loss of any privilege that subsists in relation to such information (including but not limited to legal advice privilege); or

5.1.5

in circumstances that would result in that party being in breach of a material contractual obligation,

(the “restricted information”).

5.2

Without prejudice to any other obligation of Bidco set out in Clause 3.3, but subject always to each party’s obligations pursuant to Clause 3 (Undertakings in relation to Regulatory Conditions), each party may redact restricted information from any documents shared with the other party. Notwithstanding the foregoing, Target, shall where relevant:

5.2.1

provide Bidco with any restricted information reasonably requested by Bidco pursuant to Clause 3.2, on an “external counsel only” basis in accordance with the requirements of Practice Statement No. 30 published by the Panel and the Confidentiality and Joint Defence Agreement;

5.2.2

provide any restricted information to Bidco pursuant to the Clean Team Agreement where reasonable to do so; or

5.2.3

to the extent agreed with Bidco, provide such restricted information directly to a Regulatory Authority (with a non-confidential version of any relevant filing, submission or communication being provided to Bidco).

Implementation

6.1

Bidco undertakes:

6.1.1

not to object to, and co-operate in good faith with Target in relation to the Sanction Hearing being convened as soon as reasonably practicable after (provided that the date of the Sanction Hearing shall not be a date which is earlier than a date eight Business Days after) the satisfaction or waiver of the Scheme Conditions and the Regulatory Conditions;

6.1.2

not to object to, and co-operate in good faith with Target and take such steps as are necessary or reasonably desirable in relation to, the Scheme being implemented as soon as reasonably practicable following the satisfaction of the Scheme Condition relating to sanction of the Scheme by the Court;

6.1.3

by no later than the Business Day prior to the Sanction Hearing, to deliver a written notice to Target confirming either:

(i)

the satisfaction of all Conditions or waiver of all Conditions that are yet to be satisfied (other than the Scheme Condition relating to the sanction of the Scheme by the Court); or

(ii)

its intention to invoke a Condition (if permitted by the Panel), in which case Bidco shall provide Target with details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers to be sufficiently material for the Panel to permit Bidco to invoke the Condition or treat it as unsatisfied or incapable of satisfaction,

and, if and to the extent that all of the Conditions (other than the Scheme Condition relating to the sanction of the Scheme by the Court) have been satisfied or, where permissible, waived, Bidco shall, either: (a) instruct counsel to appear on Bidco’s behalf at the Sanction Hearing and to undertake to the Court to be bound by the terms of the Scheme insofar as it relates to Bidco; or (b) notify Target that it agrees to be bound by Target’s counsel and undertakes to the Court to be bound by the terms of the Scheme. Bidco shall provide such documentation or information as may reasonably be required by Target’s counsel or the Court in relation to such undertaking.

6.2

If Bidco becomes aware, either before or after publication of the Scheme Document, of any fact, matter or circumstance that would (in Bidco’s reasonable opinion) allow any of the Conditions to be invoked, Bidco shall inform Target as soon as reasonably practicable (including on the basis on which Bidco considers it might be able to invoke any such Condition). Bidco agrees that if it intends to seek the permission of the Panel to invoke a Condition it will, prior to approaching the Panel, notify Target of its intention and provide Target with reasonable details of the ground on which it intends to invoke the relevant Condition.

Switching to an Offer

7.1

The parties currently intend to implement the Acquisition by means of the Scheme. However, Bidco shall have the right, subject to the consent of the Panel, to elect at any time to implement the Acquisition by way of an Offer, whether or not the Scheme Document has been published (a “Switch”), if:

7.1.1

Target provides its prior written consent (an “Agreed Switch”) in which case Clause 7.2 shall apply;

7.1.2

(without prejudice to any relevant party’s right to terminate this Agreement pursuant to Clause 12.1.3) a Target Board Recommendation Change occurs;

7.1.3

a third party announces a firm intention to make an offer for the entire issued and to be issued share capital of Target under Rule 2.7 of the Code, provided that Bidco shall consult with Target prior to electing to implement the Acquisition by way of an Offer in such circumstances; or

7.1.4

Target adjourns the Sanction Hearing without the prior written consent of Bidco.

7.2

In the event of any Agreed Switch, unless otherwise agreed between Target and Bidco or required by the Panel:

7.2.1

the Acceptance Condition shall be set at not more than 75 per cent. of the Target Shares to which the Offer relates, or, where any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Code applies (which for the avoidance of doubt includes a Target Board Recommendation Change), at not more than 90 per cent. of the Target Shares to which the Offer relates (or, in either case, such lesser percentage, being more than 50 per cent. of the Target Shares to which the Offer relates) as Bidco may decide with, if and to the extent necessary, the consent of the Panel;

7.2.2

Bidco shall:

(i)

agree with Target in a timely manner the form and content and timing of publication of any joint announcements relating to the Agreed Switch and its implementation and any proposed changes to the timetable in relation to the implementation of the Agreed Switch;

(ii)

prepare as soon as reasonably practicable the Offer Document and related form of acceptance; and

(iii)

allow Target a reasonable opportunity to consider the draft Offer Document and related form of acceptance and consider in good faith for inclusion any reasonable comments proposed by Target and/or its legal advisers on such documents;

7.2.3

Bidco agrees to seek Target’s approval of the contents of the information on Target, or for which Target or the Target Directors are taking responsibility, contained in the Offer Document before it is published, and to afford Target a reasonable opportunity to consider such document in order to give its approval of such information (such approval not to be unreasonably withheld or delayed);

7.2.4

Bidco shall not take any action (including publishing an Acceptance Condition Invocation Notice) 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 after publication of the Offer Document (or such later date as may be set in accordance with Rule 31.3 of the Code) and Bidco shall ensure that the Offer remains open for acceptance until such time;

7.2.5

Bidco shall not, without the prior written consent of Target, make any Acceleration Statement unless:

(i)

all of the Conditions (other than the Acceptance Condition) have been satisfied or waived (if capable of waiver);

(ii)

the Acceleration Statement contains no right for Bidco to set the statement aside (except with Target’s consent); and

(iii)

Bidco undertakes to Target not to take any action or step otherwise to set the Acceleration Statement aside;

7.2.6

if an official authorisation or regulatory clearance remains outstanding prior to the last date permitted under Rule 31.1 of the Code, Bidco shall consult Target and the Panel as to whether the offer timetable should be suspended and, if required by either party, shall request the Panel to suspend the offer timetable by 5.00pm on the second day prior to the 39^th day after publication of the Offer Document, provided always that such extended date (as, if applicable, it may be further extended) shall be no later than the Long Stop Date;

7.2.7

Bidco shall ensure that, other than the inclusion of the Acceptance Condition and the exclusion of the Scheme Conditions, the only conditions to the Offer shall be the Conditions; and

7.2.8

Bidco shall keep Target informed, on a regular and confidential basis and in any event within two Business Days following any request from Target, of the number of Target Shareholders that have:

(i)

validly accepted or withdrawn their acceptance of the Offer; or

(ii)

incorrectly submitted their acceptance or withdrawal,

and in each case, the identity of such shareholders and the number of Target Shares held by such shareholders.

7.3

The parties agree that in the case of any Agreed Switch, save as set out in this Clause 7, all the provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer Document and its implementation mutatis mutandis.

7.4

Bidco hereby represents that it is not, at the date of this Agreement, and undertakes that (for so long as this Agreement is in force) it shall not become, following the date of this Agreement, required to make a mandatory offer for Target pursuant to Rule 9 of the Code.

Revisions to the Acquisition

The parties shall take all such steps as are reasonably necessary to implement any revised or amended terms of the Acquisition which is recommended by the Target Directors and the provisions of this Agreement shall apply as nearly as practicable in the same way to such revised Scheme or Offer.

Special Dividend

9.1

The parties agree that in addition to the consideration payable in connection with the Acquisition, prior to the Effective Date, the Target Directors will be entitled (if they see fit) to declare and approve the payment of a dividend by Target to Target Shareholders on the register of members of Target at the Scheme Record Time (or, if the Acquisition is implemented by way of an Offer, the date on which the Offer is declared or becomes unconditional) in an amount of 2.5 pence per Target Share (the “Special Dividend”). The payment of such Special Dividend shall be conditional upon, and only payable if, the Scheme becomes Effective (or, if the Acquisition is implemented by way of an Offer, the Offer is declared or becomes unconditional). If such Special Dividend is declared prior to the Effective Date, Bidco shall procure that the Special Dividend is paid to Target Shareholders not more than 14 days after the Effective Date.

9.2

Target Shareholders will be entitled to receive and retain the Special Dividend without any reduction being made to the Acquisition Price payable in connection with the Acquisition.

9.3

Viavi and Bidco each consents (and shall, if required, confirm such consent in writing to the Panel before the Special Dividend is declared) to the Special Dividend being declared, made and paid for the purposes of Rule 21 of the Code and agrees that it shall not have the right to invoke Condition 3.10(b) in Appendix I to the Announcement in respect of such declaration, making or payment of such Special Dividend.

9.4

Bidco and Viavi each undertakes in favour of Target that, following completion of the Acquisition, it will not cause or permit the payment of the Special Dividend to be revoked or cancelled unless, and then only to the extent that, payment of the Special Dividend would contravene Part 23 of the Act or any other applicable law or regulation.

9.5

Bidco reserves the right (without prejudice to any right Bidco may have, with the consent of the Panel, to invoke Condition 3.10(b) in Appendix I to the Announcement) to (at Bidco’s sole discretion) reduce the Acquisition Price by an amount equal to any dividend, distribution or other return of value declared, made or paid by Target (other than the Special Dividend). In such circumstances, the Target Shareholders shall be entitled to retain any such dividend, distribution or other return of value and any reference in the Announcement or this Agreement to the Acquisition Price will be deemed to be a reference to the Acquisition Price as so reduced.

Share Plans and Employee Matters

10.1

The parties agree that the provisions of Part A of Schedule 1 (Share Plans and Employee Matters) shall apply in connection with the implementation of the Acquisition in respect of the Target Share Plans.

10.2

The parties agree that the provisions of Part B of Schedule 1 (Share Plans and Employee Matters) shall apply in connection with the implementation of the Acquisition in respect of certain employee related matters.

10.3

Target shall determine the strategy for communicating the provisions of Schedule 1 (Share Plans and Employee Matters), in respect of Target Share Plans and other employee matters, to the employees of Target. Target intends to consult Bidco in relation to such strategy for communicating the provisions of Schedule 1 (Share Plans and Employee Matters) provided that there has not been a Target Board Recommendation Change.

10.4

The parties agree that if the Acquisition is implemented by way of the Scheme, the timetable for its implementation shall be fixed so as to enable options and awards under Target Share Plans which provide for exercise and/or vesting on the Court Sanction Hearing Date to be exercised or vest in sufficient time to enable the resulting Target Shares to be bound by the Scheme on the same terms as Target Shares held by Target Shareholders.

D&O Insurance

11.1

If and to the extent that such obligations are permitted by Law, for six years after the Effective Date, Bidco undertakes in favour of Target and in favour of each of the directors and officers (and other individuals serving in roles equivalent to that of a director and/or officer and/or who are subject to fiduciary (or equivalent) duties to a member of the Target Group as a result of the position they hold, such individuals being “Relevant Individuals”)) of the Target Group as at and prior to the date of this Agreement to:

11.1.1

procure that the members of the Target Group shall honour and fulfil all their respective obligations (if any) existing at the date of this Agreement regarding exclusion or limitation of liability of directors, officers and Relevant Individuals, the indemnification of officers, directors and Relevant Individuals and the advancement of expenses with respect to matters existing or occurring at or prior to the Effective Date; and

11.1.2

provide reasonable assistance to current and former directors, officers and Relevant Individuals of the Target Group to the extent that they need to make a claim against the Target Group’s directors’ and officers’ insurance policy (including under the cover described in Clause 11.2) with respect to matters existing or occurring at or prior to the Effective Date.

11.2

Bidco shall procure the provision of directors’ and officers’ liability insurance for both current and former directors, officers and Relevant Individuals (to the extent covered by the scope of the Target Group’s directors’ and officers’ liability insurance existing at the date of this Agreement) of the Target Group, including directors, officers and Relevant Individuals who retire or whose employment is terminated in connection with the Acquisition, for acts and omissions up to and including the Effective Date, in the form of run-off cover for a period of six years following the Effective Date. Such insurance cover shall be with reputable insurers and provide cover (in terms of amount, scope and breadth) that is no less favourable to that provided under the Target Group’s directors’ and officers’ liability insurance (but only to the extent (in the case of Relevant Individuals) that such Relevant Individuals are covered by the scope of the Target Group’s directors’ and officers’ liability insurance existing at the date of this Agreement) in place as at the date of this Agreement.

11.3

Each of the directors, officers and Relevant Individuals of the Target Group to which the foregoing provisions of this Clause 11 (D&O Insurance) apply shall have the right, pursuant to the Contracts (Rights of Third Parties) Act 1999, to enforce their rights against Bidco or any of its successors or assigns under the foregoing provisions of this Clause 11 (D&O Insurance).

Termination

12.1

Subject to Clauses 12.1.4(vi) and 12.3, this Agreement shall be terminated with immediate effect and all rights and obligations of all parties under this Agreement shall cease as follows:

12.1.1

if agreed in writing between the parties at any time prior to the Effective Date;

12.1.2

if the Announcement is not released at or before 5.00 p.m. on the date of this Agreement (unless, prior to that time, the parties have agreed another time and date in accordance with Clause 2 (Effective Date)) in which case the later time and date shall apply for the purposes of this Clause 12.1.2);

12.1.3

upon service of written notice by Bidco to Target if a Target Board Recommendation Change occurs;

12.1.4

upon service of written notice by either Bidco to Target or Target to Bidco if one or more of the following occurs:

(i)

except in the case of an Agreed Switch, the Scheme is not approved by the requisite majority of the Target Shareholders at the Court Meeting or the Target Resolutions are not passed by the requisite majority of the Target Shareholders at the General Meeting;

(ii)

if the Acquisition is being implemented by way of Scheme, the Court makes a final determination not to sanction the Scheme (for the avoidance of doubt, this shall not include any adjournment of the Sanction Hearing or where a determination of the Court not to sanction the Scheme is subject to appeal);

(iii)

prior to the Long Stop Date, any Condition has been invoked by Bidco (where the invocation of the relevant Condition has been specifically permitted by the Panel);

(iv)

prior to the Long Stop Date, a third party announces a firm intention to make an offer or revised offer (whether or not subject to the satisfaction or waiver of any preconditions and whether structured as a contractual offer or a scheme of arrangement) for Target which completes, becomes effective, or is declared or becomes unconditional;

(v)

if the Acquisition (whether implemented by way of the Scheme or the Offer) lapses, terminates or is withdrawn in accordance with its terms and this Agreement on or prior to the Long Stop Date and, where required, with the consent of the Panel (other than where such lapse or withdrawal: (a) is as a result of an Agreed Switch; or (b) is otherwise to be followed within five Business Days (or such other period as Bidco and Target may agree in writing) by an announcement under Rule 2.7 of the Code made by Bidco or a person acting in concert with Bidco to implement the Acquisition by a different offer or scheme on substantially the same or improved terms) and which is (or is intended to be) recommended by the Target Directors; or

(vi)

unless otherwise agreed by the parties in writing or required by the Panel, if the Effective Date has not occurred on or before the Long Stop Date.

12.2

Termination of this Agreement shall be without prejudice to the rights of any party that may have arisen prior to termination.

12.3

The whole of this Clause 12 (Termination), Clause 11 (but only in circumstances where this Agreement is terminated on or after the Effective Date), Clauses 13, 14, 15, 16, 19, 21, 23, 25, 27 and 28 shall survive termination of this Agreement.

Representations and Warranties

13.1

Each of the parties represents and warrants to the other on the date hereof that:

13.1.1

it has the requisite power and authority to enter into and perform this Agreement;

13.1.2

this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and

13.1.3

the execution and delivery of, and performance of its obligations under, this Agreement will not:

(i)

result in a breach of any provision of its constitutional documents; or

(ii)

save as previously fairly disclosed to the other parties, result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or

(iii)

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

13.2

Bidco represents and warrants to Target on the date hereof that:

13.2.1

it has the requisite power and authority to enter into and implement the Acquisition on the terms and subject to the conditions set out in the Announcement; and

13.2.2

no shareholder resolution of Bidco or other form of approval by Viavi shareholders is required to enter into and implement the Acquisition.

13.3

No party shall have any claim against the other parties for breach of warranty after the later of:

13.3.1

the date on which the Acquisition Price is paid to Target Shareholders in accordance with the terms of the Acquisition and the Scheme and (where applicable) Rule 31.9 of the Code; and

13.3.2

the date on which Bidco is recorded in the register of members of Target as its sole shareholder,

in each case without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement.

13.4

Viavi acknowledges and agrees, on its own behalf and on behalf of the Viavi Group, that any information and/or assistance provided by any of Target Directors, or Target’s officers, employees or advisers (each, a “Target Representative”) to it and/or any member of the Viavi Group or any of its respective officers, employees or advisers, whether before, on or after the date of this Agreement; (i) pursuant to the obligations of Target or any member of Target Group under or otherwise in connection with this Agreement; or (ii) in connection with the Acquisition, shall in each case be given on the basis that the relevant Target Representative shall not incur any liability nor owe any duty of care to any member of the Viavi Group in respect of any loss or damage that any member of the Viavi Group or any of its respective officers, employees or advisers may suffer as a result of the provision of any such information and/or assistance (save in each case for loss or damage resulting from the fraud, fraudulent misrepresentation or wilful concealment of the relevant Target Representative). Each Target Representative shall have the right, pursuant to the Contracts (Rights of Third Parties) Act 1999, to enforce their rights against Viavi or any of its successors or assigns under this Clause 13.4.

Invalidity

14.1

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

14.2

If and to the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 14.1, then such provision or part of it shall, if and to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 14.1, not be affected.

Code

15.1

Nothing in this Agreement shall in any way limit the parties’ obligations under the Code and any other applicable Law, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms.

15.2

The parties agree that, if the Panel determines that any provision of this Agreement that requires Target to take or not take action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded.

Notices

16.1

Subject to Clause 16.7, any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

16.1.1

in writing;

16.1.2

in English; and

16.1.3

delivered by hand, email, pre-paid recorded delivery, pre-paid special delivery or courier using an internationally recognised courier company (provided that any notice delivered otherwise than by email to a party shall in any event also be sent to the email address specified for that party in Clauses 16.2, 16.3 and 16.4 (as applicable), with a copy (which shall not constitute a Notice) by email to that party’s advisers as specified therein).

16.2

A Notice to Viavi shall be sent to the following address, or such other person or address as Viavi may notify to Target from time to time:

		Viavi Solutions Inc.

	Address:	1445 South Spectrum Boulevard,

		Suite 102

		Chandler, AZ 85286

		United States

	Email:	Kevin.Siebert@viavisolutions.com

	Attention:	Kevin Siebert, General Counsel

With a copy (which shall not constitute a Notice) by email to: Ian Lopez (Ian.Lopez@friedfrank.com) and Philip Richter (Philip.Richter@friedfrank.com)

16.3

A Notice to Bidco shall be sent to the following address, or such other person or address as Bidco may notify to Target from time to time:

		Viavi Solutions Acquisitions Limited

	Address:	27 Old Gloucester Street, London, United Kingdom, WC1N 3AX

	Email:	Kevin.Siebert@viavisolutions.com

	Attention:	Kevin Siebert

With a copy (which shall not constitute a Notice) by email to: Ian Lopez (Ian.Lopez@friedfrank.com) and Philip Richter (Philip.Richter@friedfrank.com)

16.4

A Notice to Target shall be sent to the following address, or such other person or address as Target may notify to Bidco from time to time:

		Spirent Communications plc

	Address:	Origin One,

		108 High Street,

		Crawley,

		West Sussex RH10 1BD

		United Kingdom

	Email:	angus.iveson@spirent.com

		Attention: Angus Iveson, General Counsel and Company Secretary

With a copy (which shall not constitute a Notice) by email to: James Inglis (james.inglis@linklaters.com) and Matthew Hearn (matthew.hearn@linklaters.com)

16.5

Each party shall notify the other parties in writing of any change to its notice details for the purposes of this Clause 16 (Notices) from time to time.

16.6

A Notice shall be effective upon receipt and shall be deemed to have been received:

16.6.1

at 9.00 a.m. on the second Business Day after posting or at the time recorded by the delivery service;

16.6.2

at the time of delivery, if delivered by hand or courier; or

16.6.3

at the time the email is sent, if sent by email, provided that receipt shall not occur if the sender receives an automated message that the email has not been delivered to the recipient.

16.7

Email is not permitted for any Notice by any party that:

16.7.1

terminates, gives notice to terminate or purports to terminate this Agreement; or

16.7.2

notifies or purports to notify an actual or potential claim for breach of or under this Agreement.

Further Assurances

Each party shall, and shall use reasonable endeavours to procure that any necessary third party shall, at the cost of the requesting party, from time to time, execute such documents and do such acts and things as the requesting party may reasonably require for the purpose of giving the full benefit of this Agreement to the requesting party.

Remedies and Waivers

18.1

The rights and remedies provided for in this Agreement are cumulative and not exclusive of any other rights or remedies, whether provided by law or otherwise.

18.2

No failure or delay by either party in exercising any right or remedy provided under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of it or the exercise of any other right or remedy.

18.3

Any waiver of a breach of this Agreement shall not constitute a waiver of any subsequent breach.

18.4

Without prejudice to any other rights and remedies which any party may have, each party acknowledges and agrees that damages alone may not be an adequate remedy for any breach by any party of the provisions of this Agreement and any party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief, for any threatened or actual breach of any such provision of this Agreement by any party and no proof of special damages shall be necessary for the enforcement by any party of the rights under this Agreement.

No Partnership

Nothing in this Agreement and no action taken by the parties under this Agreement shall be deemed to constitute a partnership between the parties nor constitute any party the agent of any other party for any purpose.

Time of Essence

Except as otherwise expressly provided, time shall be of the essence for this Agreement both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between Target and Bidco.

Third Party Rights

Save as set out in Clauses 11.3 and 13.4, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Agreement.

Variation

22.1

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of Target, Viavi and Bidco.

22.2

Notwithstanding Clause 21 (Third Party Rights), this Agreement may be varied in any way:

22.2.1

where such variation does not materially adversely effect the rights of any third party beneficiary under Clauses 11.3 or 13.4, without the consent of any third party beneficiary under Clauses 11.3 or 13.4; or

22.2.2

where such variation does, or is reasonably likely to, materially adversely effect the rights of any third party beneficiary under Clauses 11.3 or 13.4, without the consent of any third party beneficiary under Clauses 11.3 or 13.4 provided that Sir Bill Thomas provides written consent to such variation.

Whole Agreement

23.1

Save for the Confidentiality Agreement, the Clean Team Agreement and the Confidentiality and Joint Defence Agreement (each of which remains in force at the date of this Agreement), this Agreement contains the whole agreement between the parties relating to the Acquisition and supersedes any previous written or oral agreement between the parties in relation to the Acquisition.

23.2

Except in the case of fraud, each party agrees and acknowledges that it is entering into this Agreement in reliance only upon this Agreement and that it is not relying upon any pre-contractual statement that is not set out in this Agreement.

23.3

Except in the case of fraud, fraudulent misrepresentation or fraudulent misstatement, no party shall have any right of action (including those in tort or arising under statute) against another party arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in this Agreement.

23.4

For the purposes of this Clause 23 (Whole Agreement), “pre-contractual statement” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement made or given by any person at any time before the date of this Agreement.

Assignment

Except as otherwise expressly provided in this Agreement, no party may assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement.

Costs and Expenses

Other than as specified in Clause 3.4, each party shall bear all costs incurred by it in connection with the preparation, negotiation and entry into this Agreement.

Counterparts

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Agreement by executing any such counterpart.

Governing Law and Submission to Jurisdiction

27.1

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English and Welsh law.

27.2

Subject to Clause 27.3 below, each of Viavi, Bidco and Target irrevocably agrees that the courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any Proceedings arising out of or in connection with this Agreement shall be brought in such courts. Each of Viavi, Bidco and Target irrevocably submits to the jurisdiction of such courts and irrevocably waives any objection to Proceedings in any such court on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.

27.3

Notwithstanding Clause 27.2 above, the parties shall be entitled to seek from any competent court any interim or interlocutory remedy (including those contemplated by Clause 18 (Remedies and Waivers) above). Nothing in this Clause 27 (Governing Law and Submission to Jurisdiction) shall deprive any competent court of jurisdiction to grant any such remedy or relief.

Appointment of Process Agent

28.1

Viavi hereby irrevocably appoints Bidco as its agent to accept service of process in England and Wales in any legal action or Proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by Viavi.

28.2

Viavi agrees to inform Target in writing of any change of address of such process agent within 28 days of such change.

28.3

If such process agent ceases to be able to act as such or to have an address in England and Wales, Viavi irrevocably agrees to appoint a new process agent in England and Wales acceptable to Target and to deliver to Target within 14 days a copy of a written acceptance of appointment by the process agent.

28.4

Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring Proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts.

In witness whereof this Agreement has been duly executed on the date first set out above:

SIGNED by

Ilan Daskal

}

/s/ ILAN DASKAL

for and on behalf of Viavi

Solutions Inc.:

Signature page to Co-operation Agreement – Viavi Solutions Inc.

In witness whereof this Agreement has been duly executed on the date first set out above:

SIGNED by

Ilan Daskal

}

/s/ ILAN DASKAL

for and on behalf of Viavi

Solutions Acquisitions

Limited:

Signature page to Co-operation Agreement – Viavi Solutions Acquisitions Limited

In witness whereof this Agreement has been duly executed on the date first set out above:

SIGNED by

Eric Updyke

}

/s/ ERIC UPDYKE

for and on behalf of Spirent

Communications plc:

Signature page to Co-operation Agreement – Spirent Communications plc

Schedule 1
Share Plans and Employee Matters

General

1.1

The parties to this Agreement agree that the provisions of this schedule (this “Schedule”) shall apply in respect of the Target Share Plans and certain other employee-related matters.

1.2

Subject to applicable confidentiality, legal and regulatory requirements, each party will reasonably co-operate with the other parties in order to facilitate the implementation of the arrangements set out in this Schedule.

1.3

The parties acknowledge that any bonus, vesting or exercise of awards/options or other payments described in this Schedule 1 will be subject to the usual deductions for applicable taxes and national insurance/ social security contributions and levies, where such taxes or contributions are required to be withheld and the Proposals set out in this Schedule 1 shall include mechanisms to ensure that any such deductions may be made, and that the appropriate proposals to be made by Bidco shall include mechanisms to ensure that any such deductions may be made.

PART A: TARGET SHARE PLANS

Appropriate proposals to be made

The Target and Viavi intend to jointly write to participants in the Target Share Plans on, or as soon as practicable after, the posting of the Scheme Document to inform them of: (i) the impact of the Scheme on their outstanding awards and/or options granted under the Target Share Plans (“Awards”) as set out in paragraphs 7.1 to 7.7 below (the “Proposals”) and any actions they may need to take in connection with their Awards as a result of the Scheme; and (ii) where required, Viavi’s proposals pursuant to Rule 15 of the Code.

2.1

If the Acquisition is implemented by way of a Scheme, the parties will use good faith efforts to ensure that the timetable for its implementation shall be fixed so far as possible to enable Awards that provide for vesting and/or exercise upon the Court Order being granted, to vest and/or be exercised in sufficient time to enable the resulting Target Shares to be bound by the Scheme on the same terms as Target Shares held by Target Shareholders.

2.2

If the Acquisition is implemented by way of an Offer, references to Court Order being granted in this Schedule will be read as if they refer to the date on which the Offer becomes or is declared unconditional and reference to the Scheme will be read as if they refer to the Offer and, subject always to Rule 21.2 of the Code, the parties to this Agreement shall work together in good faith to agree any such modifications to the Proposals as may be necessary or desirable.

Articles amendment

3.1

The Target Resolutions shall include a resolution proposing an amendment to the Target articles of association by the adoption and inclusion of a new article under which any Target Shares issued after the General Meeting shall either be subject to the Scheme or (after the Effective Date) shall be immediately transferred to Viavi (or as it may direct) in exchange for the same

consideration to be paid by Viavi as is due under the Scheme (or such other consideration as may be agreed between Viavi and the Target and disclosed in the Scheme Document).

Outstanding Awards

4.1

As at 4 March 2024, the following Awards were outstanding under the Target Share Plans:

Target Share Plan	Form of Award(s)	Number of Target Shares/ options subject to outstanding Awards (inclusive of accrued dividend equivalents where applicable)
LTIP	Conditional awards	10,012,297
EIP	Share appreciation rights	231,719
EIP	Options	18,435
DBP	Conditional awards	552,366
UK Sharesave	Options	170,338
US ESPP	Shares	865,663
GAESPP	Shares	48,929
UK ESPP	Partnership Shares	214,126
	Matching Shares	148,760
	Dividend Shares	23,788

For Target Shares held under the UK ESPP, see paragraph 7.7 of this Schedule 1. These Target Shares are included in the Target’s wider issued share capital of 578,646,363.

In addition, the parties acknowledge that additional Target Shares may be delivered by way of dividend equivalents under the rules of the DBP.

Target Shares in employee trusts

The Target further confirms that as at 4 March 2024 the following Target Shares were held in trust on behalf of participants in the Target Share Plans:

Trust	Number of Target Shares
Seahawk Employee Share Ownership Trust (“ESOT”)	6,114,466
Seahawk Employee Share Ownership Trust – Seahawk Stock Incentive Plan (“SSIT”)	3,879
UK Sharesave Trust	537,835

Operation

6.1

Subject to applicable legislation/regulation and Rule 21.1 of the Code and the consent of the Panel where applicable, Viavi acknowledges and agrees that, before the Effective Date, the Target Directors (and, where appropriate, the Target Remuneration Committee) may operate the Target Share Plans as they reasonably consider appropriate in accordance (as relevant) with the rules of the relevant Target Share Plan, Target’s Remuneration Policy (where applicable) and the Target’s normal practice, save as set out in this Agreement. For the avoidance of doubt, the operation of the Target Share Plans includes (without limitation): granting Awards, determining the extent to which Awards vest, and satisfying the vesting of Awards and the exercise of Awards granted in the form of options. The Target Directors confirm that where a relevant participant’s employment with the Target Group terminates prior to Court Order, in accordance with the terms of the LTIP and the Target’s normal practice, their 2024 Awards shall either lapse on termination of employment, or continue and vest on the earlier of the Normal Vesting Date (as defined in the LTIP) and Court Order, pro-rated to the date of

termination (except to the extent that the Target Remuneration Committee decides, in accordance with the terms of the LTIP and the Target’s normal practice, that exceptional circumstances exist such that vesting should occur earlier or pro-rating should be waived) (the “Previously Triggered Awards”).

6.2

Viavi acknowledges that, from the date of this Agreement, the Target may, subject to Rule 21.1 of the Code, satisfy the vesting or exercise of any Awards by issuing new Target Shares or transferring market purchased or treasury shares, or cash-settling Awards, always in accordance with the terms of the relevant Target Share Plan.

6.3

Subject always to Rule 21.1 of the Code and the Target Remuneration Policy, Viking acknowledges that the Target may amend the rules of any of the Target Share Plans to the extent, in the reasonable opinion of the Target Directors or the Target Remuneration Committee, the amendments are necessary to implement the Scheme or the treatment set out in this Agreement, comply with any local law requirement, or facilitate the administration of any Target Share Plan and, before making any such amendments, the Target shall seek any necessary consents from the Panel for the purposes of Rule 21.1 of the Code.

6.4

If the next Annual General Meeting of the Target, which is scheduled for May 2024, occurs prior to the date of Court Order, Viking consents for the purposes of Rule 21.1 of the Code to the Target:

6.4.1

adopting new share plan rules as envisaged in consultation with shareholders; and

6.4.2

adopting a new Target Remuneration Policy in 2024,

in each case with such consent being given on the basis that the Target will consult with Viking in advance.

6.5

Viking acknowledges that the Target may make such submissions to the Panel that are necessary to implement the arrangements expressly provided for in this Schedule 1, and Viking agrees to co-operate promptly and in good faith in the making of any such submission.

Treatment of outstanding Awards under the Target Share Plans in connection with the Scheme

The treatment of Awards under the Target Share Plans in connection with the Scheme will be as set out in this paragraph 7.

7.1

The LTIP

7.1.1

Viavi consents for the purposes of Rule 21.1 of the Code to the Target granting further awards under the LTIP on or around March 2024 (subject to dealing restrictions) (the “2024 Awards”):

(i)

in the ordinary course of business and in accordance with its usual practice including in terms of recipients, quantum (total of c. £10.3 million) and performance conditions, for the financial year beginning on 1 January 2024; and

(ii)

over 1,215,644 shares in respect of awards it had approved in November 2023 and intended to grant on 15 December 2023 but was unable to do so due to dealing restrictions (the “December Awards”).

7.1.2

Pursuant to rule 13.7 of the LTIP rules, if the Effective Date occurs prior to the Normal Vesting Date (as defined in the LTIP rules) of any 2024 Awards and any other LTIP

awards granted in 2024 or after (other than (a) the 2024 Notified Employee Awards, which will vest as set out in paragraph 7.1.4 below and (b) the Previously Triggered Awards, which will be treated as set out in paragraph 6.1 above) (the “Rollover 2024 Awards"), the Rollover 2024 Awards will not vest early on the date of the Court Order and shall automatically rollover on the Effective Date into an award under Viavi’s 2003 Equity Incentive Plan (the "Replacement Viavi Awards") with the following terms:

(i)

the terms of the Replacement Viavi Awards will be the same as set out in the rules of Viavi’s 2003 Equity Incentive Plan, subject to the terms set out in paragraphs 7.1.2(ii) to (vi) below which will take precedence;

(ii)

the Replacement Viavi Awards for Relevant Replacement Award Participants shall be equal in value to the Rollover 2024 Awards calculated as follows: the number of shares of Viavi common stock equal to the product (rounded down to the nearest whole share) of (1) the number of shares subject to such Rollover 2024 Awards multiplied by (2) the Exchange Ratio;

(iii)

all existing performance conditions will be disapplied and no further performance conditions will be applied;

(iv)

each of the vesting and payment dates of the Replacement Viavi Award will be no longer than each of the vesting and payment dates of the Rollover 2024 Awards being replaced;

(v)

no post-vesting holding period will apply to the Replacement Viavi Awards; and

(vi)

one-third of a Replacement Viavi Award will vest on a participant’s termination of employment with the Viavi Group after the Effective Date where such termination (1) occurs prior to the first anniversary of the Effective Date and (2) is a Qualifying Termination; provided, that upon such vesting, the vested Replacement Viavi Award may be settled by Viavi, at its election, in either shares of Viavi common stock or an amount of cash equal to the closing price of one share of Viavi common stock on the NASDAQ Global Select Market on the last trading day prior to the settlement date multiplied by the applicable number of shares of Viavi common stock.

7.1.3

Viavi acknowledges that, because of the Scheme and the rules of the LTIP, any outstanding Awards granted under the LTIP that have not vested or been released from applicable holding periods in the ordinary course prior to the date of Court Order will vest and be released from any applicable holding period on the date of Court Order.

7.1.4

Viavi acknowledges that, with regard to outstanding Awards under the LTIP that have not vested in the ordinary course prior to the date of Court Order and are not Rollover 2024 Awards, it is the current intention of the Target Remuneration Committee that:

(i)

Such Awards will vest on the date of Court Order subject to performance assessment (where applicable) with no application of time pro-rating;

(ii)

Where subject to performance conditions, such Awards will be assessed by the Target Remuneration Committee on, or shortly prior to, the Court Order and all such outstanding unvested LTIP Awards will vest in aggregate at a level of 100% and Viavi agrees to the outcome; and

(iii)

Any holding period applying to such outstanding unvested LTIP Awards will cease to apply on the date of Court Order.

7.2

The 2005 Employee Incentive Plan (the “EIP”)

Viavi acknowledges that any outstanding Awards granted under the EIP that were granted prior to 1 January 2024 and that have not vested or become exercisable in the ordinary course prior to the date of Court Order will vest in full and become exercisable on the date of Court Order because of the Scheme in accordance with the rules of the EIP and will remain exercisable for six months from the date of Court Order and lapse thereafter (unless they lapse earlier in accordance with the rules of the EIP).

7.3

The Deferred Bonus Plan (the “DBP”)

Viavi acknowledges that any outstanding Awards granted under the DBP that have not vested in the ordinary course prior to the date of Court Order will vest in full on the date of Court Order because of the Scheme in accordance with the rules of the DBP.

7.4

The UK Sharesave Plan

7.4.1

Viavi acknowledges that unvested options under the Sharesave Plan will (to the extent that such UK Sharesave options have not previously become exercisable) become exercisable on the date of Court Order to the extent of the participants’ accrued savings and interest (if any) under the linked savings arrangements made at the time of exercise. Sharesave options will remain exercisable for six months following Court Order and, to the extent not exercised, will lapse after this date unless they lapse earlier in accordance with their terms.

7.4.2

Viking agrees that, in relation to any savings contracts entered into before 1 January 2024, it will, as soon as practicable following the Effective Date, make (or procure payment of) a one-off cash payment to those participants in the Sharesave Plan who exercise their Sharesave options conditional on the Court Order of an amount which, after deduction of employee income taxes and social security liabilities arising in respect of such payment, will be equal to the additional profit which the participants would have received (by reference to the Acquisition Price and after paying capital gains tax at 20%) had they been able to exercise their Sharesave options, on a tax-advantaged basis, in respect of the full number of Target Shares otherwise available on maturity of the related savings contract.

7.5

The US ESPP

7.5.1

Viavi acknowledges that the Offering Period (as defined in the US ESPP) shall end early and all Credit (as defined in the US ESPP) and any cash dividends that have accrued on any Target Shares held on behalf of any US ESPP participant shall be applied towards the purchase of Target Shares following the date of Court Order and prior to the Scheme Record Time.

7.5.2

Viavi and Target acknowledge and agree that Target Shares held on behalf of the US ESPP participants will participate in the Scheme (on the same terms as for other Target Shareholders).

7.6

The GAESPP

7.6.1

Viavi acknowledges that the Deduction Period (as defined in the GAESPP) shall end early and all Credit (as defined in the GAESPP) held for a GAESPP participant shall be

applied towards the purchase of Target Shares following the date of Court Order and prior to the Scheme Record Time.

7.6.2

Where local or other requirements mean that an award under the GAESPP cannot be settled in Target Shares, or where a Purchase Right (as defined in the GAESPP) was granted on the basis that it would be settled in cash, all Credit held for a GAESPP participant will be refunded to that participant and the participant will receive a payment of cash equal to the difference between the consideration under the Acquisition and the Price (as defined in the GAESPP) of the Target Shares which would otherwise have been issued or transferred to the participant.

7.6.3

Subject to paragraph 7.6.2 above, Viavi and Target acknowledge and agree that Target Shares held on behalf of the GAESPP participants will participate in the Scheme (on the same terms as for other Target Shareholders).

7.7

UK ESPP

7.7.1

Target Shares held for participants in the UK ESPP are held on behalf of participants in a nominee account operated by Equiniti. Participants in the UK ESPP will participate in the Scheme on the same terms as all other Target Shareholders.

7.7.2

The Target confirms that, as of 4 March 2024, 386,970 Target Shares are currently held on behalf of participants in the UK ESPP and are included in the Target’s wider issued share capital of 578,646,363.

7.7.3

Viking acknowledges that “Matching Shares” granted under the UK ESPP will not be forfeited due to the Scheme in accordance with the rules of the UK ESPP.

Employee benefit trusts

Subject always to the Target’s ability to make recommendations to the trustees of the employee benefit trusts to use the Target Shares held in the employee benefit trusts to satisfy Awards vesting or options being exercised in the ordinary course, the parties to this Agreement agree that, in priority to the Target issuing Target Shares to satisfy Awards, the trustees of the employee benefit trusts will be asked to satisfy any Awards under the Target Share Plans vesting or being exercised on or after the date of Court Order using any unallocated Target Shares. To the extent there are insufficient Target Shares in the relevant employee benefit trusts to satisfy outstanding Awards, the Target intends to request the trustees of the relevant employee benefit trust(s) to use any cash held in the employee benefit trusts to the extent necessary to subscribe for new Target Shares or purchase existing Target Shares to satisfy outstanding Awards.

Malus and clawback

Viavi acknowledges and agrees that malus and/or clawback will not be applied to any outstanding Awards or options granted under the Target Share Plans on or after the date of the Court Order. Subject to Rule 21 of the Codes, the Target may amend the Target Share Plans to reflect this.

PART B: EMPLOYEE MATTERS

Annual bonus arrangements

10.1

Viavi agrees that, in respect of participants in any annual bonus arrangement operated by the Target Group in the financial year of the Target in which the Scheme becomes effective:

10.1.1

For participants who are not Notified Employees:

(i)

one-third of each participant’s target annual bonus will be payable in cash (with no deferral) as soon as reasonably practicable (and in any event within 30 days) following the date the Target is delisted from the London Stock Exchange; and

(ii)

after the Effective Date Viavi, will continue to operate the annual bonus plans on the Target Group’s terms in place before the Effective Date (but with leaver treatment as set out in this paragraph 10.1.1(ii) and paragraph 10.1.1(iii) below), and pay a “top-up” amount in cash (with no deferral) based on actual achievement of targets as of the usual incentive payment date to the extent the participant’s payment is determined to be higher than the amount paid pursuant to paragraph 10.1.1(i) above. Such additional payment shall be pro-rated for Target Employees who are subject to a Qualifying Termination and whose termination date is between the Effective Date and the end of the bonus year;

(iii)

the relevant bonus amounts determined in accordance with paragraphs 10.1.1(i) and 10.1.1(ii) shall be paid entirely in cash to:

(a)

Target Employees who remain employed on the relevant bonus payment date; and

(b)

Target Employees who for a Qualifying Termination cease to be employed after the Effective Date but before the relevant bonus payment date or who are under notice at the relevant bonus payment date;

(iv)

Viavi acknowledges and agrees that it will not seek repayment of or clawback amounts paid for the period up to the Effective Date if the payment made pursuant to paragraph 10.1.1(i) above is higher than the amount which would have been paid for the full bonus year calculated after the end of the bonus year; and

10.1.2

For Notified Employees, 100% of each participant’s target annual bonus will be payable in cash (with no deferral) as soon as reasonably practicable (and in any event within 30 days) following the date the Target is delisted from the London Stock Exchange.

10.1.3

Viavi further acknowledges that on or after the date of the Court Order and the Target being delisted from the London Stock Exchange, malus and/or clawback will not be applied to annual bonus payments made pursuant to this paragraph 10.1 or in respect of previous calendar years. Subject to Rule 21.1, the Target may amend the rules of the annual bonus plans and/or the malus and clawback policy to reflect this.

10.1.4

Subject to paragraph 11.4, Viavi agrees that for financial years starting after the financial year of the Target in which the Effective Date occurs, Target Employees will be eligible to participate in such bonus arrangements as may be operated by Viavi for the benefit of similarly situated employees of the Viavi Group in accordance with Viavi’s policies and practices from time to time.

Other matters

11.1

Retention arrangements

11.1.1

Viavi consents for the purposes of Rule 21.1 of the Code to the Target Group, for the purpose of protecting the business to be acquired pursuant to the Acquisition, making cash retention awards (over and above annual bonuses and share incentive awards

granted in line with the terms of this Schedule) to Target Employees whose retention the Target Remuneration Committee, or where applicable its delegate, determines is of significant importance for: (a) achieving the successful completion of the Acquisition; and/or (b) business continuity in the period up to the Effective Date, of an aggregate value (up to a maximum of USD 13 million (gross)) (“Retention Awards”), such consent being given on the basis that:

(i)

50% of each Retention Award is payable as soon as reasonably practicable (and in any event within 30 days) following the date the Target is delisted from the London Stock Exchange; and

(ii)

50% is payable as soon as reasonably practicable following the date falling 6 months following the Effective Date, subject to the relevant employees being employed by the Target Group or Viavi Group on, and not having resigned prior to, the payment date except that where the relevant employee has been subject to a Qualifying Termination or given or received notice of Qualifying Termination, in either case, during the period beginning on the Effective Date and ending on the applicable payment date, payment shall be made in full within 30 days of the date of such Qualifying Termination if earlier (provided that payment shall not be made prior to the Target being delisted from the London Stock Exchange).

11.1.2

Viavi’s consent in paragraph 11.1.1 above is being given on the basis that:

(i)

the Retention Awards of up to USD 13,000,000 (gross) in aggregate shall be granted to between 180 and 250 Target Employees throughout the organisation at all levels including Executive Directors, Senior Directors, Directors, Vice Presidents and Managers whose retention is considered of significant importance to the business; and

(ii)

except as provided in paragraph 11.1.3, that the amount of each Retention Award shall be equal to no more than twelve months of the applicable Target Employee’s base salary, with the majority of awards granted in amounts equal to around three to four months of the applicable Target Employee’s base salary.

11.1.3

Viavi agrees to implement the Retention Awards for the Executive Directors of the Target on the following terms and subject to Rule 21.1 of the Code. Subject to and conditional on completion of the Acquisition and the Target being delisted from the London Stock Exchange, and paragraphs 11.1.1(i) and 11.1.1(ii) above, Viavi shall pay each individual who is an Executive Director of the Target as of the date of this Agreement cash amounts as follows:

(i)

in respect of the Chief Executive Officer: a payment equal to 200 per cent. of his base annual salary (less any legally required deductions); and

(ii)

in respect of the Chief Financial & Operations Officer: a payment equal to 175 per cent. of her base annual salary (less any legally required deductions).

11.2

Excise tax

To the extent any Target “disqualified individual” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “U.S. Code”)) would become subject to an excise tax under Section 4999 of the U.S. Code on the value of any “parachute payment” (as defined in Section 280G of the U.S. Code) in connection with the Acquisition (whether as a result of payments made on or following the date on which the Court Order is granted, or the Effective

Date (or if Viavi elects, in accordance with clause 7.1, to implement the Acquisition by way of an Offer, the date on which the Offer becomes or is declared unconditional, as applicable) or in connection with other events associated with the relevant date), Viavi and the Target agree that they shall work in good faith together between the date of this Agreement and the Effective Date to, where possible, eliminate and, otherwise, reduce the amount of any such excise tax and the related deduction loss, as permitted by law without the parties incurring any additional material costs or liabilities as a result of such mitigation.

11.3

Severance arrangements

11.3.1

Viavi agrees that any Target Employee immediately prior to the Effective Date who is subject to a Qualifying Termination taking effect, or who gives or has received notice of Qualifying Termination, on the Effective Date or at any point during the Relevant Period will be given a period of at least three months’ notice (or their contractual or statutory notice period, if longer) and will:

(i)

be entitled to applicable redundancy and severance payments, benefits and arrangements that are no less favourable than those in place for the Target Group immediately before the date of this Agreement in the relevant jurisdiction; and

(ii)

receive any bonus payment(s) in accordance with paragraph 10 above.

11.4

Continuation of terms and conditions

11.4.1

Upon and following the Effective Date, Viavi will, and will procure that other members of Viavi Group will, observe the existing contractual and statutory employment rights, including in relation to pensions, of the Target Employees in accordance with applicable law.

11.4.2

During the Relevant Period, Viavi agrees that in respect of each of the Target Employees immediately prior to the Effective Date who remain in employment with the Target Group or the Viavi Group it will, and will procure that other members of Viavi Group will:

(i)

maintain base pay and cash incentive opportunities, that are no less favourable than those provided to such employees immediately before the Effective Date; and

(ii)

provide benefits and allowances (including equity incentives and pension benefits), which are substantially comparable, in the aggregate, to the benefits and allowances provided to such employees immediately prior to the Effective Date.

11.5

Non-executive director notice pay

Viavi acknowledges that the Target intends, after the Effective Date and subject to and conditional on the Target being de-listed from the London Stock Exchange, to pay within 30 days of the Effective Date or, if later, the day following the date on which the Target is de-listed from the London Stock Exchange any non-executive director of the Target who resigns in connection with the Scheme and does not join the board of Viavi with effect from the Effective Date a payment equal to three months’ fees at the rate paid to them immediately before the Effective Date (less any legally required deductions).

Definitions

“2024 Notified Employee Awards” means 2024 Awards granted to Notified Employees;

“cause” means, with respect to the termination of an individual’s employment by a member of the Viavi Group or the Target Group, that such termination of employment is based on, in the reasonable determination of the Viavi Group HR Director, the individual’s: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Viavi Group or any member thereof; (ii) dishonesty, intentional misconduct, material violation of any applicable Viavi Group policy or Target Group policy, or material breach of any agreement with any member of the Viavi Group or the Target Group; (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; or (iv) continued unsatisfactory performance of the individual’s duties or responsibilities, having carried out a performance improvement process in line with practice in the relevant country of employment or, where no such practice exists, after receiving written notice thereof and a reasonable opportunity to cure (if curable);

“constructive dismissal” means a termination taking effect on or after the Effective Date by reason of the individual’s resignation where, without the individual’s express written consent, any of the following circumstances arose on or after the Effective Date: (i) their title, reporting level, or scope of responsibility has been materially diminished; provided, that a diminution of their title, reporting level, or scope of responsibility in connection with the Acquisition shall not constitute grounds for constructive dismissal if (A) there is no diminution in the individual’s title, reporting level or scope of responsibility within the Target Group as it existed before the Acquisition or (B) the individual is given a title, reporting level and scope of responsibility of materially similar or greater overall scope and responsibility within the Viavi Group (taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company); provided, further, that neither the Acquisition nor the Target’s ceasing to be a standalone publicly traded company will, by itself, constitute grounds for constructive dismissal; (ii) during the Relevant Period, (A) the individual is provided base pay and cash incentive opportunities that are less favourable than those provided before the Effective Date or (B) the individual is provided benefits and allowances (including equity incentives and pension benefits), which are not substantially comparable, in the aggregate, to the benefits and allowances provided to such individual immediately prior to the Effective Date; or (iii) their normal place of work is moved more than 25 miles from their previous place of work. In the event of any dispute about whether (i) or (ii) applies to a particular Target Employee, the decision shall be referred to the Viavi Group HR Director, who will, acting reasonably, determine the position; provided, however, that “constructive dismissal” shall not exist if the individual has not provided the Viavi Group with written notice of the circumstances constituting “constructive dismissal” within 30 days of them becoming aware (or, if earlier, within 30 days of when they reasonably should have become aware) of such circumstances and (if curable under relevant law) allowed the Viavi Group at least 30 days to cure such circumstances, which termination will become effective on the earlier of (x) the end of such cure period (if the specified circumstances remain uncured) and (y) such earlier date on which the Viavi Group provides written notice of its acceptance of such individual’s termination due to constructive dismissal. If the individual accepts the circumstances have been cured, the individual will be allowed to withdraw their resignation which will be treated as not having been given;

“Exchange Ratio” means a fraction, the numerator of which is the Acquisition Price converted into USD based on the GBP-to-USD exchange ratio the day prior to the date of this Agreement (rounded to the nearest USD 0.01), and the denominator of which is the volume weighted average trading price (rounded to the nearest USD 0.01) of one share of Viking common stock on the NASDAQ Global Select market, as reported on Bloomberg L.P. under the function “VWAP” (or, if not reported therein, in another

authoritative source mutually selected by the parties) for the ten (10) consecutive trading days ending on (and including) the trading day that is three (3) trading days prior to the date of this Agreement;

“London Stock Exchange” means London Stock Exchange plc;

“Notified Employee” means any individual in respect of whom Viavi has indicated to the Target in writing at any time from the date of this Agreement to the business day before the date of Court Order that such individual’s employment will not be required on or shortly after the Effective Date (and whose termination of employment shall constitute a Qualifying Termination provided that such individual’s employment has not terminated prior to the Effective Date);

“Qualifying Termination” means termination taking effect on or after the Effective Date, other than by a member of the Viavi Group or the Target Group for cause or for gross misconduct, but not including resignation, except for constructive dismissal;

“Relevant Period” means the period from the Effective Date to the later of (i) the day falling nine (9) months following the Effective Date and (ii) the last day of Viavi’s fiscal year commencing on or around 2 July 2024;

“Remuneration Committee” means the remuneration committee of the Target, as formed from time to time;

"Scheme Record Time" means the time and date to be specified in the Scheme Document, expected to be 6.00 p.m. (London time) on the Business Day immediately prior to the Effective Date;

“Target Employees” means the employees of the Target and the employees of members of the Target Group from time to time; and

“Target Remuneration Policy” means the remuneration policy of the Target Directors, as determined from time to time.

Schedule 2
Announcement

Exhibit 10.1

DIRECTOR’S IRREVOCABLE UNDERTAKING

To:

Viavi Solutions Inc (“Viavi”)

1445 South Spectrum Boulevard, Suite 102

Chandler, AZ 85286

United States

Viavi Solutions Acquisitions Limited (“BidCo”)

27 Old Gloucester Street

London

United Kingdom

WC1N 3AX

_____________________________2024

Dear Sirs/Madams

Acquisition of Spirent Communications plc (the “Company”)

1	Background

1.1

I understand that the boards of the Company, Viavi and BidCo intend to announce a firm intention to make an offer for the entire issued and to be issued ordinary share capital of the Company (the “Acquisition”) substantially on the terms and subject to the conditions set out in the draft offer announcement provided to me (subject to such modifications to the Offer Announcement as may be agreed by BidCo and the Company) (the “Offer Announcement”).

1.2

I understand that the Acquisition is expected to be implemented by way of a Scheme (as defined below) but that BidCo is entitled, in the circumstances set out in the Offer Announcement and subject to the terms of the Co-operation Agreement (as defined below), to implement the Acquisition by way of an Offer (as defined below).

1.3

Capitalised terms not otherwise defined in this deed shall have the meanings given to them in the Offer Announcement.

2	Irrevocable undertakings

I, the undersigned, irrevocably and unconditionally undertake, confirm, warrant and represent to Viavi and BidCo that:

2.1

I am the registered holder and/or the beneficial owner of (or am otherwise able to control the exercise of) all rights, including voting rights, attaching to all the shares in the capital of the Company as set out in the first column of the table at Part A of Appendix 1 to this deed (the “Existing Shares”) and I hold the beneficial interest in the Existing Shares free of any charges or encumbrances;

2.2

I have been granted options and awards over shares in the Company under the Company’s Share Plans as set out in the first column of Part B of the table at Appendix 1 to this deed (the “Awards”), the Awards are still subsisting and I am beneficially entitled to the Awards;

2.3

the first column of the table at Part A of Appendix 1 to this deed represents a complete and accurate list of all the shares and other securities in the Company of which I am the beneficial owner or otherwise able to control the exercise of all rights attaching to them;

2.4

I have full power and authority to, and (unless BidCo otherwise requests me in writing in advance) shall, exercise, or where applicable, procure the exercise of, all votes (whether on a show of hands or a poll and whether in person or by proxy) in relation to the Shares at:

2.4.1

the meeting of the Company’s ordinary shareholders convened by order of the Court (including any adjournment thereof) for the purpose of considering and, if thought fit, approving the Scheme (the “Court Meeting”); and

2.4.2

the general meeting of the Company’s ordinary shareholders (including any adjournment thereof) to be convened in connection with the Scheme (the “GM”),

in favour of the Scheme, in respect of any resolutions (whether or not amended) required to give effect to the Scheme (the “Resolutions”) as set out in the notices of meeting in the circular to be sent to shareholders of the Company containing, amongst other things, an explanatory statement in respect of the Scheme (the “Scheme Document”);

2.5

I shall, after the despatch of the Scheme Document to the Company’s shareholders (and without prejudice to my right to attend and vote in person at the Court Meeting and/or the GM):

2.5.1

return or procure the return of the signed forms of proxy enclosed with the Scheme Document (completed, signed and voting in favour of the Scheme and the Resolutions) in accordance with the instructions printed on the forms of proxy and, if applicable, in respect of any Shares held in uncertificated form, take or procure the taking of any such action in order to make a valid proxy appointment and provide valid proxy instructions voting in favour of the Scheme and the Resolutions, as soon as possible and in any event within ten (10) days after the date of despatch of the Scheme Document; and

2.5.2

not amend, revoke or withdraw the forms of proxy once they have been returned in accordance with paragraph 2.5.1;

2.6

prior to the Scheme becoming effective (or, if applicable, the Offer becoming or being declared unconditional) or my Obligations (as defined below) terminating in accordance with the terms of this deed (whichever is earlier), I shall not, and shall procure that any person holding the Shares shall not:

2.6.1

except pursuant to the Scheme, sell, transfer, dispose of, charge, pledge or otherwise encumber or grant any option or other right over or permit the sale, transfer, charging or other disposition or creation or grant of any other encumbrance or option of or over, or otherwise deal in any of the Shares or any interest in them (whether conditionally or unconditionally);

2.6.2

except by (i) the grant, vesting, release and/or exercise of awards and options in accordance with the Awards; and/or (ii) acquisition under an existing dividend reinvestment plan, acquire any shares or other securities of the Company or any interest (as defined in the Code) in any such shares or securities;

2.6.3

exercise any voting rights attaching to the Shares to vote in favour of any scheme of arrangement or other transaction competing with the Acquisition;

2.6.4

without the consent of BidCo, in relation to the Shares, requisition, or join in requisitioning, any general or class meeting of the Company which would or would reasonably be expected to restrict, frustrate, delay or impede the Scheme becoming effective or, as the case may be, the Offer becoming unconditional; or

2.6.5

other than pursuant to this deed, enter into any agreement or arrangement or allow any agreement or arrangement to be entered into or allow to arise any obligation with any person, whether conditionally or unconditionally,

(i)

to do any of the acts prohibited by in paragraphs 2.6.1 to 2.6.4 (inclusive);

(ii)

which, in relation to the Shares, would or might restrict or impede my ability to comply with this undertaking; or

(iii)

in relation to, or operating by reference, to the Shares or any interest in them,

and, for the avoidance of doubt, references in this paragraph 2.6.5 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not legally binding or subject to any conditions or which is to take effect upon or following the Scheme becoming effective (or the Offer becoming or being declared unconditional), lapsing or being withdrawn or upon or following this undertaking ceasing to be binding or upon or following any other event;

2.7

I have full power and authority to: (i) enter into this deed; and (ii) perform my obligations under this deed in accordance with its terms;

2.8

I shall promptly notify Viavi and BidCo in writing of any change to or inaccuracy in any information supplied, or representation or warranty given, by me under this deed;

2.9

notwithstanding the provisions of paragraph 2.6 above, prior to my voting in favour of the Scheme in accordance with paragraph 2.4 above, or, if applicable, my acceptance of the Offer, I shall be permitted to transfer some or all of my Shares (in one or more transactions) (such Shares being “Transferred Shares”) to one or more of my connected persons provided that:

2.9.1

such a transfer is undertaken as part of my bona fide tax planning;

2.9.2

I notify you no less than two Business Days before such transfer;

2.9.3

on the date of such transfer I shall procure that the transferee or beneficiary of such Transferred Shares sign and deliver to you irrevocable undertakings in respect of such Transferred Shares on the same terms as set out in this deed to you than those set out herein (save if such a transferee has already signed and delivered to you an irrevocable undertaking on terms which extends to such Transferred Shares);

2.10

Subject to any dealing restriction preventing me from doing so, I shall accept any proposal made by or on behalf of you to holders of options and awards over Shares in compliance with Rule 15 of the Code (a “Relevant Proposal”) in respect of all such Awards held by me not later than seven days after you send such proposals to the holders of options and awards or otherwise ensure that any Shares arising on the exercise of options or vesting of awards prior to the effective date of the Scheme participate in the Scheme, provided that the Relevant Proposal is consistent with the terms of the co-operation agreement between the Company and BidCo dated on or around the date of this deed (the “Co-Operation Agreement”), or is otherwise stated, in the opinion of BidCo’s Financial Advisers, to be fair and reasonable and which the directors of the Company recommend I accept (provided always that any revision to the terms of the Co-Operation Agreement which relate to the Relevant Proposal does not result in a detriment to me as a holder of any such options and/or awards over Shares);

2.11

this Section 2 (if and to the extent applicable) shall not restrict me from

(i)

exercising any options under the Company’s Share Plans;

(ii)

acquiring further options, awards or Shares under the Company’s Share Plans; or

(iii)

selling such number of Shares as may be required to cover my liability for (a) income tax and employee social security contributions; (b) if required, any exercise price payable; and (c) any associated dealing costs or fees,

each in respect of the exercise of any such options, vesting of any such awards, or acquisition or release of any such Shares, in each case following the Court Meeting and the GM but prior to the Scheme Record Time (as defined in the Scheme).

3	Publicity

3.1

I consent to:

3.1.1

a copy of this deed being disclosed to the Panel;

3.1.2

the announcement of the Acquisition containing references to me and the registered holder(s) of the Shares and to this deed substantially in the terms set out in the Offer Announcement;

3.1.3

any announcement otherwise made in connection with the Acquisition containing references to me and the registered holder(s) of the Shares and to this deed substantially in the terms set out in the Offer Announcement;

3.1.4

the inclusion of references to me and the registered holder(s) of the Shares and particulars of this deed being set out in the Scheme Document and/or other formal document(s) (including any supplements thereto) implementing the Acquisition; and

3.1.5

this deed being published on a website as required by Rule 26.2 and Note 4 on Rule 21.2 of the Code or the Disclosure Guidance and Transparency Rules or Listing Rules of the Financial Conduct Authority.

3.2

I undertake to provide you promptly with all such information in relation to the dealings of myself in the share capital of the Company as you may reasonably require to comply with the rules and requirements of the Code, the Panel, the Court, the Financial Conduct Authority and the London Stock Exchange plc, and any legal or regulatory requirements, and, as soon as practicable notify you in writing upon becoming aware of any change in the accuracy of any such information previously given by me.

3.3

I acknowledge that I am obliged to make appropriate disclosure under Rule 2.10 of the Code promptly after becoming aware that I will not be able to comply with the terms of this deed or no longer intend to do so.

3.4

I understand that the information provided to me in relation to the Acquisition is given in confidence and must be kept confidential, save as required by law or any rule of any relevant regulatory body or stock exchange, until the Offer Announcement containing details of the Acquisition is released or the information has otherwise become generally or publicly available, If and to the extent any of the information is inside information for the purposes of the Criminal Justice Act 1993 or the Market Abuse Regulation (EU) No 596/2014 (as it forms part of assimilated law as defined in the EU (Withdrawal) Act 2018 in the United Kingdom), I shall comply with the applicable restrictions in those enactments on dealing in securities and disclosing inside information.

4	Termination

4.1

This deed shall not oblige BidCo to announce or proceed with the Acquisition. However, without prejudice to any accrued rights or liabilities, my Obligations shall terminate and be of no further force and effect if:

4.1.1

the Offer Announcement is not released by 5.00 p.m. (UK) on 5 March 2024 (or such later date as the Company and BidCo may agree, in which case the later time and date shall apply for the purposes of this paragraph 4.1.1);

4.1.2

BidCo announces, following the release of the Offer Announcement, with the consent of the Panel, and before the Scheme Document (or, if applicable, Offer Document) is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme or Offer is announced by BidCo in accordance with Rule 2.7 of the Takeover Code;

4.1.3

the Scheme Document (or Offer Document, as applicable) is not published within 28 days of the date of issue of the Offer Announcement (or such later date as the Panel may agree);

4.1.4

the Scheme (or Offer, as applicable) is withdrawn or lapses in accordance with its terms, provided that this paragraph 4.1.4 shall not apply:

(i)

where the Scheme is withdrawn or lapses as a result of BidCo exercising its right to implement the Acquisition by way of an Offer rather than a Scheme; or

(ii)

if the lapse or withdrawal either is not confirmed by BidCo or is followed within five Business Days by an announcement under Rule 2.7 of the Code by BidCo (or a person acting in concert with it) to implement the Acquisition either by a new, revised or replacement scheme of arrangement pursuant to Part 26 of the Companies Act 2006 or takeover offer (within the meaning of section 974 of the Companies Act 2006); or

4.1.5

any competing offer for the issued and to be issued ordinary share capital of the Company is made which becomes or is declared unconditional (if implemented by way of takeover offer) or otherwise becomes effective (if implemented by way of a scheme of arrangement).

4.2

On termination of this deed I shall have no claim against BidCo and BidCo shall have no claim against me, save in respect of any prior breach thereof.

5	Implementation by way of takeover offer

5.1

I acknowledge that BidCo shall have the right and may elect at any time (subject to the terms of the Co-operation Agreement and with the consent of the Panel (and whether or not the Scheme Document has then been despatched)) to implement the Acquisition by way of an Offer, as opposed to by way of a Scheme.

5.2

If such an Offer is made by BidCo, I undertake and warrant that any Obligations shall apply mutatis mutandis to such Offer and, in particular, I undertake to accept, or procure the acceptance of, such Offer, in respect of the Shares within 21 days of such Offer. I further undertake, if so required by BidCo, to execute or procure the execution of all such other documents as may be necessary for the purpose of giving BidCo the full benefit of the Obligations so applying with respect to such Offer and, notwithstanding the provisions of the Code or any terms of the Offer regarding withdrawal, not to withdraw such acceptance.

5.3

References in this deed to:

5.3.1

the Scheme becoming effective shall be read as references to the Offer becoming or being declared unconditional; and

5.3.2

the Scheme lapsing or being withdrawn shall be read as references to the lapsing of the Offer.

6	Enforcement

6.1

Governing law

This deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and I agree that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this deed and that accordingly any proceedings arising out of or in connection with this deed shall be brought in such courts.

6.2

Specific performance

Without prejudice to any other rights or remedies which you may have, I acknowledge and agree that damages may not be an adequate remedy for any breach by me of any of my Obligations. You shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such Obligation and no proof of special damages shall be necessary for the enforcement by you of your rights.

6.3

Power of attorney

If within five Business Days of the relevant forms of proxy or forms of acceptance (as applicable) having been sent to me, I have not executed the relevant forms of proxy or, as the case may be, forms of acceptance, I irrevocably and by way of security for any undertakings hereunder, appoint each of BidCo, BidCo’s Financial Advisers and any director of BidCo to be my attorney to execute on my behalf proxy forms for any Court Meeting or GM or forms of acceptance to be issued with the Offer Document in respect of the Shares (as applicable) and to sign, execute and deliver any documents and to do all acts and things as may be necessary for or incidental to the effectiveness of the Scheme or, as the case may be, the acceptance of the Offer and/or performance of any obligations under this undertaking provided that such appointment shall not take effect until seven Business Days after the despatch of the Scheme Document (or, if applicable, the Offer Document) and only then if I have failed to comply with paragraph 2.5 (or, if applicable, paragraph 5).

7	Interpretation

7.1

Meaning

In this deed:

7.1.1

references to “Applicable Requirements” mean the requirements of the Code, the Panel, any applicable law, the High Court of Justice in England and Wales, the Companies Act 2006, the Listing Rules, the Disclosure Guidance and Transparency Rules, or the Prospectus Regulation Rules made by the Financial Conduct Authority in exercise of its function as competent authority pursuant to Part VI of the Financial Services and Markets Act 2000, the Financial Conduct Authority or the requirements of any other relevant regulatory authority;

7.1.2

references to the “BidCo’s Financial Advisers” are to Qatalyst Partners and Wells Fargo;

7.1.3

references to the “Business Days” means a day, other than a Saturday, Sunday or public holiday, when banks are open for business in London, England;

7.1.4

references to the “Code” are to the UK City Code on Takeovers and Mergers;

7.1.5

references to an “Obligation” or the “Obligations” are to my undertakings, agreements, warranties, appointments, consents and waivers set out in this deed;

7.1.6

references to an “Offer”:

(i)

mean an offer by BidCo for the entire issued and to be issued ordinary share capital of the Company by way of a takeover offer within the meaning of section 974 of the Companies Act 2006; and

(ii)

shall include any extended, increased or revised offer by BidCo for the acquisition of the Company, the terms of which, in the opinion of BidCo’s Financial Advisers are at least as favourable to shareholders of the Company as the original Offer;

7.1.7

references to an “Offer Document” means the offer document published by or on behalf of BidCo in connection with any Offer, including any revised offer document;

7.1.8

references to the “Panel” means The Panel on Takeovers and Mergers; and

7.1.9

references to the “Scheme”:

(i)

means the proposed acquisition by BidCo of the entire issued or to be issued ordinary share capital of the Company by way of a scheme of arrangement (pursuant to Part 26 of the Companies Act 2006), substantially on the terms and subject to the conditions set out in the Offer Announcement; and

(ii)

includes any extended, increased or revised proposal by BidCo for the acquisition of the Company, the terms of which in the opinion of both BidCo’s Financial Advisers are at least as favourable to shareholders of the Company as the terms set out in the Offer Announcement;

7.1.10

references to the “Shares” mean collectively:

(i)

the Existing Shares;

(ii)

any other shares in the Company of which I may become the beneficial owner or in respect of which I may otherwise become entitled to exercise all rights attaching to (including voting rights) after the date of this deed (including following any exercise, vesting, or release of the Awards); or

(iii)

any other shares in the Company issued after the date of this deed and attributable to or derived from any shares referred to in paragraph 7.1.9(i) or (ii); and

7.1.11

references to the “Share Plans” mean collectively:

(i)

Spirent Communications plc UK Employee Share Purchase Plan 2005 (last amended 2021);

(ii)

Spirent Communications plc US Employee Stock Purchase Plan 2021;

(iii)

Spirent Communications plc Global All-Employee Share Purchase Plan 2021;

(iv)

Spirent Communications plc Long-Term Incentive Plan 2016;

(v)

Spirent Communications plc Deferred Bonus Plan (last amended 2022);

(vi)

Spirent Communications plc UK Sharesave Plan 2021; and

(vii)

Spirent Communications plc Employee Incentive Plan 2005.

7.2

Additional Terms

The Acquisition shall be subject to such additional terms and conditions as may be required to comply with Applicable Requirements.

7.3

Unconditional and irrevocable obligations

Except to the extent otherwise specified, the Obligations set out in this deed are unconditional and irrevocable.

7.4

Time

Time shall be of the essence as regards the Obligations set out in this deed.

7.5

Whole Agreement

This deed supersedes any previous written or oral agreement between us in relation to the matters dealt with in this deed and contains the whole agreement between us relating to the subject matter of this deed at the date of this deed to the exclusion of any terms implied by law which may be excluded by contract. I acknowledge that I have not been induced to sign this deed by any representation, warranty or undertaking not expressly incorporated into it.

8	Personal Representatives

This deed shall bind my estate and personal representatives.

9	Third Party Rights

A person who is not party to this deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this deed but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

10	Customer Relationship

I confirm and accept that BidCo’s Financial Advisers are not acting for me in relation to the Acquisition for the purposes of the rules of the Conduct of Business Sourcebook of the Financial Conduct Authority and shall not be responsible to me for providing protections afforded to their clients or advising me on any matter relating to the Acquisition.

IN WITNESS whereof this deed has been executed and delivered as a deed on the date above mentioned.

SIGNED as a DEED by in the presence of:



Witness’s signature
Name:
Address:

Occupation:

Appendix 1
Shares to which this deed relates

The following represent my current holdings in the Company.

PART A

Number of Shares (specify class)	Registered holder* and address	Beneficial owner* and address

* Where more than one, indicate number of shares attributable to each

PART B

Number of Ordinary Shares subject to Award	Share Plan	Grant date

Exhibit 10.2

Execution Version

CONFIDENTIAL

March 4, 2024

Viavi Solutions Inc.

1445 South Spectrum Blvd

Suite 102

Chandler, AZ 85286

Attention: Ilan Daskal

Project Echo
Commitment Letter

Ladies and Gentlemen:

Viavi Solutions Inc. (“you” or the “Borrower”) have advised each of Wells Fargo Securities, LLC (“Wells Fargo Securities”) and Wells Fargo Bank, National Association (“Wells Fargo Bank” and, together with Wells Fargo Securities and any commitment parties added pursuant to the terms hereof, “we”, “us” or the “Commitment Parties”) that you intend to consummate the Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”), the Summary of Additional Conditions attached hereto as Exhibit C and the form of interim facilities agreement attached hereto as Exhibit D (the “Agreed Form IFA” and, together with this commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C, the “Commitment Letter”).

Commitments.

In connection with the Transactions, Wells Fargo Bank is pleased to advise you of its commitment to provide 100% of the aggregate principal amount of each of the Initial Term Loan Facility, the Term Cash Flow Facility and the Revolving Facility. Wells Fargo Bank, collectively with any initial lenders added pursuant to the terms hereof, are referred to herein as the “Initial Lenders” and each individually as an “Initial Lender.”

In connection with the Transactions, Wells Fargo Bank is also pleased to advise you that it will, on at least one business days’ notice or such shorter time as the Initial Lenders agree, execute and deliver to you the interim facilities agreement (the “Interim Facilities Agreement”) substantially in the form of the Agreed Form IFA, pursuant to which it will commit to provide 100% of the Interim Facilities, together with a letter (the “Interim Facilities CP Confirmation Letter”) confirming the status of conditions precedent to funding under the Interim Facilities Agreement on the date of such execution and delivery.

The obligations under the Interim Facilities Agreement shall be separately enforceable in accordance with their terms. The provisions of this Commitment Letter will also remain in full force and effect notwithstanding the entry into the Interim Facilities Agreement and the advance of funds thereunder, unless this Commitment Letter has been terminated in accordance with its terms.

It is however acknowledged and agreed by the parties to this Commitment Letter that (a) the commitments to provide the Interim Facilities are not duplicative of the commitments to provide the Facilities and (b) if the Interim Facilities are made available to you pursuant to the Interim Facilities Agreement, the Interim Facilities will, on or before the Termination Date (as defined in the Interim Facilities Agreement), be repaid/replaced in full by the loans made under the Facilities Documentation, subject to the satisfaction of the conditions precedent in the Facilities Documentation.

It is acknowledged and agreed by the parties to this Commitment Letter, but without affecting the rights and obligations of the parties under the Interim Facilities Agreement, that it is the parties’ intention that they will negotiate the Facilities Documentation in good faith to reflect the provisions set out in this Commitment Letter and the Term Sheets and use all commercially reasonable efforts to execute the Facilities Documentation on or prior to the date on which the Acquisition is consummated so that funding of the Acquisition may take place pursuant to the Facilities Documentation and not the Interim Facilities Agreement. Accordingly, promptly following the execution of this Commitment Letter and the Fee Letter, the parties hereto shall proceed with the negotiation in good faith of the Facilities Documentation and will use reasonable endeavors to ensure that the Facilities Documentation is executed so that the funding of the Facilities may take place pursuant to the Facilities Documentation and not the Interim Facilities Agreement, but for the avoidance of doubt such funding pursuant to the Facilities Documentation shall not constitute a condition to the commitments under the Interim Facilities Agreement or to the funding of the Interim Facilities during the Certain Funds Period.

Titles and Roles.

It is agreed that (i) Wells Fargo Securities will act as lead arranger for each of the Facilities (together with any other lead arranger for each of the Facilities, if any, appointed pursuant to the terms hereof, each in such capacity, a “Lead Arranger” and, collectively, the “Lead Arrangers”), (ii) Wells Fargo Securities will act as bookrunner for each of the Facilities (together with any other bookrunner for each of the Facilities, if any, appointed pursuant the terms hereof, each in such capacity, a “Joint Bookrunner” and, collectively, the “Joint Bookrunners”) and (iii) Wells Fargo Bank will act as administrative agent and collateral agent for the Facilities (in such capacities, the “Administrative Agent”). It is further agreed that (a) Wells Fargo Securities shall have “left side” designation and shall appear on the top left of any Information Materials (as defined below) and all other marketing materials in respect of each of the Initial Term Loan Facility and the Revolving Facility and (b) the other Lead Arrangers will be listed in alphabetical order to the right of Wells Fargo Securities in any Information Materials and all other marketing materials in respect of the Initial Term Loan Facility and the Revolving Facility. Except as set forth below, you agree that no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers will be appointed, no other titles will be awarded and, with respect to the Facilities, no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid by you or any of your affiliates to any Lender (as defined below) in order to obtain its commitment to participate in the Facilities unless you and the Majority Lead Arrangers (as defined in the Fee Letter referred to below) shall so agree; provided that you may, on or prior to the date which is 20 business days after the date of your acceptance of this Commitment Letter, appoint one or more additional joint bookrunners, arrangers, agents, co-agents, managers or co-managers for the Facilities (“Additional Commitment Parties”), and award such Additional Commitment Parties titles in a manner and with economics set forth in the immediately succeeding proviso (it being understood that, to the extent you appoint any Additional Commitment Parties or confer other titles in respect of the Facilities, then, notwithstanding anything in Section 3 to the contrary, the commitments of the Initial Lenders in respect of the Facilities, in each case pursuant to and in accordance with this proviso, will be permanently reduced by the amount of the commitments of such Additional Commitment Parties (or their relevant affiliates) in respect of such Facility, with such reduction allocated to reduce the commitments of the Initial Lenders in respect of such Facility at such time (excluding any Additional Commitment Party that becomes a party hereto pursuant to this proviso) on a pro rata basis according to the respective amounts of their commitments, upon the execution and delivery by such Additional Commitment Party (and any relevant affiliate) of customary joinder documentation pursuant to which such Additional Commitment Party becomes party to this Commitment Letter and the Fee Letter and, thereupon, each such Additional Commitment Party (and any relevant affiliate) shall constitute a “Commitment Party”, a “Lead Arranger” and/or “Joint Bookrunner” hereunder and it or its relevant affiliate providing such commitment shall constitute an “Initial Lender” hereunder); provided, further, that, in connection with the appointment of any Additional Commitment Party for the Facilities in accordance with the immediately preceding proviso, (a) the aggregate underwriting economics payable to all such Additional Commitment Parties (or any relevant affiliate thereof) in respect of the Facilities shall not exceed 35.0% of the total underwriting economics which would otherwise be payable to the Commitment Parties in respect of the Facilities pursuant to the Fee Letter (exclusive of any fees payable to the Administrative Agent in its capacity as such) and no such Additional Commitment Party shall have more economics with respect to any Facility than the Commitment Party party to this Commitment Letter as of the date hereof, (b) each Additional Commitment Party (or its relevant affiliates) shall assume a proportion of the commitments with respect to the Facilities that is equal to the proportion of the economics allocated to such Additional Commitment Party and (c) each Additional Commitment Party (or its relevant affiliate) shall commit to a ratable share of the Initial Term Facility, the Term Cash Flow Facility and the Revolving Facility (or, if agreed between the Borrower and an Additional Commitment Party (and any relevant affiliate), such Additional Commitment Party’s (or its relevant affiliate’s) ratable share of the Revolving Facility may be terminated by the Borrower in lieu of such Additional Commitment Party (or its relevant affiliate) committing thereto (and no economics shall be awarded in respect of any such terminated Revolving Commitments).

Wells Fargo Bank also confirms that it or one of its affiliates has agreed to act as Interim Facilities Agent and Interim Security Agent (each as defined in the relevant Interim Facilities Agreement) and will on at least one business days’ notice or such shorter time as the Initial Lenders agree, execute and deliver to you the Interim Facilities Agreement (and all applicable Interim Finance Documents (as defined in the Interim Facilities Agreement)) in such capacities. For the avoidance of doubt, each Initial Lender confirms that its commitments under this Commitment Letter are not conditional upon being so appointed as Interim Facilities Agent and/or Interim Security Agent. Nothing in this Commitment Letter shall require you to appoint Wells Fargo Bank as Interim Facilities Agent and Interim Security Agent.

Syndication.

The Lead Arrangers reserve the right, prior to and/or after the Closing Date (as defined below), to syndicate all or a portion of the Initial Lenders’ respective commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors identified by the Lead Arrangers in consultation with you and reasonably acceptable to the Lead Arrangers and you (your consent not to be unreasonably withheld or delayed), including, without limitation, any relationship lenders designated by you and reasonably acceptable to the Lead Arrangers (such banks, financial institutions and other institutional lenders and investors, together with the Initial Lenders, the “Lenders”). Notwithstanding the foregoing, the Lead Arrangers will not syndicate to those banks, financial institutions and other institutional lenders and investors (i) that have been separately identified in writing by you to us prior to the date of this Commitment Letter (and (x) if after such date and prior to the Closing Date, that are reasonably acceptable to the Lead Arrangers holding a majority of the aggregate amount of outstanding financing commitments in respect of the Facilities (the “Required Lead Arrangers”) and (y) if after the Closing Date, that are reasonably acceptable to the Administrative Agent), (ii) those persons who are competitors of you, the Target and your and its respective subsidiaries that are separately identified in writing by you to us from time to time, (iii) in the case of each of clauses (i) and (ii), any of their respective affiliates (other than bona fide debt fund affiliates) that are either (a) identified in writing by you from time to time or (b) clearly identifiable on the basis of such affiliate’s name and (iv) any Excluded Affiliates (as defined in the Precedent Documentation) (clauses (i), (ii), (iii) and (iv) above, collectively “Disqualified Lenders”); provided that designations of Disqualified Lenders may not apply retroactively to disqualify any entity that has previously acquired an assignment or participation in any Facility.

Notwithstanding the Lead Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto (but subject to Section 2 above), (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the date of both the consummation of (or, in the case of an Offer, the first closing with respect to) the Acquisition with the proceeds of the initial funding under the Facilities or the Interim Facilities (the date of such consummation or first closing, the “Completion Date” and the date of the initial funding under the Facilities or the Interim Facilities, which, for the avoidance of doubt, may be on or later than the Completion Date, the “Closing Date”) and thereafter during the Certain Funds Period) in connection with any syndication, assignment or participation of the Facilities, including its commitments in respect thereof, until after the Certain Funds Period expires, (ii) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Facilities until after the Certain Funds Period expires and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Certain Funds Period expires.

Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Facilities and in no event shall the commencement or successful completion of syndication of the Facilities or compliance with any obligations in connection therewith constitute a condition to the effectiveness of the Facilities Documentation on the Closing Date or the availability or funding of the Facilities during the Certain Funds Period. The Lead Arrangers may commence syndication efforts promptly (taking into account the expected timing of the Acquisition) after your acceptance of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Closing Date (subject to the limitations set forth in the preceding paragraph). Until the earlier of (i) the date upon which a Successful Syndication (as defined in the Fee Letter referred to below) of the applicable Facilities is achieved and (ii) the 30^th day following the Closing Date (such earlier date, the “Syndication Date”), you agree actively to assist the Lead Arrangers in completing a timely syndication that is reasonably satisfactory to us and you. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Documents and applicable legal and regulatory restrictions (including pursuant to the City Code or any requirements of the Panel), the Target’s and its subsidiaries’ existing lending and investment banking relationships, (b) direct contact between your senior management, certain of your representatives and certain of your advisors, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts to arrange, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Documents and applicable legal and regulatory restrictions (including pursuant to the City Code or any requirements of the Panel), such contact between senior management, certain representatives or certain advisors of the Target and its subsidiaries, on the one hand, and the proposed Lenders, on the other hand), in all such cases at times and locations to be mutually agreed upon, (c) your assistance (including the use of commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Documents and applicable legal and regulatory restrictions (including pursuant to the City Code or any requirements of the Panel), the Target and its subsidiaries to assist) in the preparation of the Information Materials (as defined below) and other customary marketing materials to be used in connection with the syndication, (d) using your commercially reasonable efforts to procure, at your expense, prior to the launch of the general syndication of the Facilities, public ratings for the Initial Term Loan Facility from at least two of S&P Global Ratings (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings Inc. (“Fitch”), and a public corporate credit rating and a public corporate family rating in respect of the Borrower after giving effect to the Transactions from each of S&P and Moody’s, respectively, (e) the hosting, with the Lead Arrangers, of a reasonable number of meetings to be mutually agreed upon of prospective Lenders at times and locations to be mutually agreed upon (and your using commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Documents and applicable legal and regulatory restrictions (including pursuant to the City Code or any requirements of the Panel), the relevant senior officers of the Target to be available for such meetings) and (f) ensuring there being no competing issues, offerings, placements, arrangements or syndications of debt securities or syndicated commercial bank or other syndicated credit facilities by or on behalf of you or any of your subsidiaries being offered, placed or arranged (other than (A) the Facilities and the Interim Facilities, (B) drawings under any revolving credit facility (including the ABL Facility (as defined in Exhibit B)) or any other financing disclosed to, and agreed by, the Lead Arrangers, or any other financing included in the Model, and (C) any indebtedness of the Target and its subsidiaries) without the written consent of the Required Lead Arrangers (such consent not to be unreasonably withheld or delayed), if such issuance, offering, placement or arrangement would materially and adversely impair the primary syndication of the Facilities (it is understood that the Target’s and its subsidiaries’ deferred purchase price obligations, ordinary course working capital facilities and ordinary course capital lease, or purchase money and equipment financings (any such debt, “Ordinary Course Indebtedness”) will not be deemed to materially and adversely impair the primary syndication of the Facilities). Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, none of the obtaining of the public ratings referenced above or the compliance with any of the other provisions set forth in this paragraph, including in any of clauses (a) through (f) above or the next succeeding paragraph, shall constitute a condition to the commitments hereunder or the funding of the Facilities during the Certain Funds Period or the funding of the Interim Facilities.

The Lead Arrangers, in their capacities as such, will manage, in consultation with you, all aspects of any syndication of the Facilities, including decisions as to the selection of institutions reasonably acceptable to you (your consent not to be unreasonably withheld or delayed) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your consent rights set forth in the third preceding paragraph and your rights of appointment set forth in the fourth preceding paragraph and excluding Disqualified Lenders), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree to promptly prepare and provide (and to use commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Documents and applicable legal and regulatory restrictions (including pursuant to the City Code or any requirements of the Panel), the Target and its subsidiaries to provide) to the Lead Arrangers customary information with respect to the Borrower, the Target and their respective subsidiaries and the Transactions set forth in clause (c) of the immediately preceding paragraph and customary financial estimates, forecasts and other projections (such estimates, forecasts and other projections delivered to us by you, the “Projections”). For the avoidance of doubt, (i) you will not be required to provide any information to the extent that the provision thereof would violate any law, rule or regulation (including the requirements of the City Code or the Panel as well as any other applicable legal or regulatory restrictions including any applicable laws or regulations on market abuse), or any obligation of confidentiality binding upon (so long as such obligations are not entered into in contemplation of this Commitment Letter), or waive any privilege that may be asserted by, you, the Target or any of your or its respective subsidiaries or affiliates (in which case you agree to use commercially reasonable efforts to have any such confidentiality obligation waived, and otherwise in all instances, to the extent practicable and not prohibited by applicable law, rule or regulation, promptly notify us that information is being withheld pursuant to this sentence), and (ii) the scope, form and content of information that can be provided pursuant to this Commitment Letter will be subject to the requirements of the City Code or the Panel as well as any other applicable legal or regulatory restrictions (including any applicable laws or regulations on market abuse); provided that, in the event you do not provide information in reliance on this sentence, you shall provide notice to us that such information is being withheld (but solely to the extent both feasible and permitted under the requirements of the City Code or the Panel and any applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege) and you shall use your commercially reasonable efforts to describe, to the extent both feasible and permitted under the requirements of the City Code or the Panel and any applicable law, rule, regulation or confidentiality obligation, or without waiving such privilege, as applicable, the applicable information; and provided, further, that the representation and warranty made by you with respect to information in Section 4 shall not be affected in any way by your decision not to provide such information. Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties in connection with the syndication of the Facilities shall be the publicly filed financial statements of the Borrower and the Target (or, in each case, of a parent entity thereof).

You hereby acknowledge that (a) the Lead Arrangers will make available Projections and other customary marketing material and presentations, including a customary confidential information memoranda to be used in connection with the syndication of the Facilities (the “Information Memorandum”) (such Projections, other marketing material and the Information Memorandum, collectively, with the Term Sheet, the “Information Materials”) on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available, (ii) is not material with respect to you, the Target or your or its respective subsidiaries or securities for purposes of United States federal and state securities laws or (iii) constitutes information of the type that is included by you or the Target in any filings with the Securities and Exchange Commission or other public filings (as reasonably determined by you) (collectively, the “Public Side Information”; any information that is not Public Side Information, “Private Side Information”)) and who may be engaged in investment and other market related activities with respect to you or the Target or your or the Target’s respective subsidiaries or securities) (each, a “Public Sider” and each Lender that is not a Public Sider, a “Private Sider”). You will be solely responsible for the contents of the Information Materials and each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof.

You agree to assist (and to use commercially reasonable efforts to cause, to the extent practical and appropriate and in all instances subject to the limitations on your rights set forth in the Acquisition Documents and applicable legal and regulatory restrictions (including pursuant to the City Code or any requirements of the Panel), the Target to assist) us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Facilities that consists exclusively of Public Side Information with respect to you or your subsidiaries or securities to Public Siders. It is understood that in connection with your assistance described above, customary authorization letters executed and delivered by you (which shall include a customary negative assurance representation) will be included in any Information Materials that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Information Materials does not include any Private Side Information (other than information about the Transactions or the Facilities) and exculpate you, the Convertible Notes Investors, the Target and us and our affiliates with respect to any liability related to the use of the contents of the Information Materials or related marketing materials by the recipients thereof. Before distribution of any Information Materials you agree, at our reasonable request, to identify that portion of the Information Materials that may be distributed to the Public Siders as “Public Information”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Information Materials as not containing any Private Side Information (it being understood that you shall not be under any obligation to mark the Information Materials “PUBLIC”). We will not make any materials not marked “PUBLIC” available to Public Siders.

You acknowledge and agree that, subject to the confidentiality and other provisions of this Commitment Letter, the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should be distributed only to Private Siders (provided that such materials have been provided to you and your counsel for review a reasonable period of time prior thereto): (a) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the Facilities’ terms and conditions, and (c) drafts and final versions of the Facilities Documentation. If you advise us in writing (including by email), within a reasonable period of time prior to dissemination, that any of the foregoing should be distributed only to Private Siders, then Public Siders will not receive such materials without your prior consent.

Information.

You hereby represent and warrant that (a) all written information and written data (such information and data, other than (i) the Projections and (ii) information of a general economic or industry specific nature, the “Information”) (in the case of Information regarding the Target and its subsidiaries and its and their respective businesses, to the best of your knowledge), that has been or will be made available to the Commitment Parties directly or indirectly by you, the Target or by any of your or its subsidiaries or representatives, in each case, on your behalf in connection with the transactions contemplated hereby, when taken as a whole and together with the reports and other information filed publicly by you and the Target (including any risk factors therein), is or will be, when furnished, correct in all material respects and does not or will not, when furnished and when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time) and (b) the Projections that have been or will be made available to the Commitment Parties by you or by any of your subsidiaries or representatives, in each case, on your behalf in connection with the transactions contemplated hereby have been, or will be, prepared in good faith based upon assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished to the Commitment Parties; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations and warranties were being made, at such time, then you will (or, with respect to the Information and Projections relating to the Target and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and the Projections such that such representations and warranties are correct in all material respects under those circumstances (or, in the case of the Information relating to the Target and its subsidiaries and its and their respective businesses, to the best of your knowledge, such representations and warranties are correct in all material respects under those circumstances). In arranging and syndicating the Facilities, the Lead Arrangers (i) will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) assume no responsibility for the accuracy or completeness of the Information or the Projections. The accuracy of the representations and warranties set out in this paragraph and compliance with the other provisions of this paragraph shall not be conditions to the commitments hereunder or the funding of the Facilities or Interim Facilities.

Fees.

As consideration for the commitments of the Initial Lenders hereunder and for the agreement of the Lead Arrangers and the Joint Bookrunners to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith and in any other fee letter between you and any Lead Arranger, in each case, with respect to the Facilities (collectively, the “Fee Letter”), if and to the extent payable. Once paid, such fees shall not be refundable under any circumstances, except as expressly set forth herein or therein or as otherwise separately agreed to in writing by you and us.

Conditions.

The commitments of the Initial Lenders hereunder to fund the Term Loan Facilities during the Certain Funds Period and the agreements of the Lead Arrangers and the Joint Bookrunners to perform the services described herein are subject solely to (a) the applicable conditions expressly set forth in the section entitled “Conditions to Initial Borrowing and further Borrowings under the Term Loan Facilities” in Exhibit B hereto and (b) the applicable conditions expressly set forth in Exhibit C hereto, and upon satisfaction (or waiver by the Commitment Parties) of such conditions, the Administrative Agent, each Lender and each other party thereto will execute and deliver the Facilities Documentation to which it is a party and the initial funding of the Facilities shall occur; it being understood that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter and the Facilities Documentation.

The commitments of the Initial Lenders to fund the Interim Facilities during the Certain Funds Period are, once the Interim Facilities Agreement has been executed by all of the parties thereto, subject solely to satisfaction of the conditions precedent set out in the Interim Facilities Agreement to the extent that such conditions precedent have not been confirmed as being satisfied pursuant to the Interim Facilities CP Confirmation Letter. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions.”

Limitation on Liability; Indemnity; Settlement.

(a) Limitation on Liability.

Notwithstanding any other provision of this Commitment Letter, (i) in no event shall any Commitment Party, any of their respective affiliates or their respective officers, directors, employees, agents, controlling persons, advisors, attorneys or other representatives (each, an “Arranger-Related Person”) shall be liable for any damages arising from the use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of such Arranger-Related Person (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (ii) none of you (or any of your subsidiaries), the Convertible Notes Investors, the Target (or any of its subsidiaries or affiliates) or any Arranger-Related Person shall be liable for any indirect, special, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Transactions (including the Facilities and the use of proceeds thereunder), or with respect to any activities related to the Facilities, including the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation; provided that nothing in this paragraph shall limit your indemnity and reimbursement obligations to the extent that such indirect, special, punitive or consequential damages are included in any claim by a third party with respect to which the applicable Indemnified Party is entitled to indemnification under subsection (b) of this Section 7.

(b) Indemnity.

To induce the Commitment Parties to enter into this Commitment Letter and the Fee Letter and to proceed with the Facilities Documentation and the Interim Facilities Agreement, you agree (a) to indemnify and hold harmless each Commitment Party, its respective affiliates and the respective officers, directors, employees, agents, controlling persons, advisors, attorneys and other representatives of each of the foregoing and their successors and permitted assigns (other than Lenders that are not Initial Lenders) (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities of any kind or nature and reasonable and documented or invoiced out-of-pocket fees and expenses, joint or several, to which any such Indemnified Person may become subject to the extent arising out of, resulting from, or in connection with any actual or threatened claim, litigation, investigation or proceeding (including any inquiry or investigation) in connection with this Commitment Letter (including the Term Sheet), the Fee Letter, the Transactions or any related transaction contemplated hereby or thereby, the Facilities or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates or creditors or any other third person, and to promptly reimburse after receipt of a written request, each such Indemnified Person for any reasonable and documented or invoiced out-of-pocket legal fees and expenses incurred in connection with investigating or defending any of the foregoing by one firm of counsel for all such Indemnified Persons, taken as a whole and, if necessary, by a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict notifies you of the existence of such conflict and thereafter retains its own counsel, by another firm of counsel for such affected Indemnified Person) or other reasonable and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to, or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent that they have resulted from (i) the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Indemnified Person (as defined below) (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the obligations of such Indemnified Person or any Related Indemnified Person under this Commitment Letter or the Fee Letter (as determined by a court of competent jurisdiction in a final and non-appealable decision), (iii) any Proceeding solely between or among Indemnified Persons not arising from any act or omission by you or any of your affiliates or (iv) for the avoidance of doubt, constituting income taxes imposed on the fees or other consideration paid hereunder or pursuant to the Fee Letter; provided that the Administrative Agent, the Lead Arrangers and the Joint Bookrunners to the extent fulfilling their respective roles as an agent or arranger under the Facilities and in their capacities as such, shall remain indemnified in such Proceedings to the extent that none of the exceptions set forth in any of clauses (i) or (ii) of the immediately preceding proviso apply to such person at such time and (b) to the extent that the Closing Date occurs, to reimburse each Commitment Party from time to time, upon presentation of a summary statement, for all reasonable and documented or invoiced out-of-pocket expenses (including but not limited to expenses of each Commitment Party’s consultants’ fees (to the extent any such consultant has been retained with your prior written consent (not to be unreasonably withheld or delayed)), syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Commitment Parties, the Lead Arrangers, the Joint Bookrunners and the Administrative Agent identified in the Term Sheet (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person), and, if necessary, of a single firm of local counsel to the Commitment Parties in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) and of such other counsel retained with your prior written consent (not to be unreasonably withheld or delayed)), in each case incurred in connection with the Facilities and the preparation, negotiation and enforcement of this Commitment Letter, the Fee Letter, the Facilities Documentation, the Interim Facilities Documentation and any security arrangements in connection therewith (collectively, the “Expenses”). You acknowledge that we may receive a future benefit on matters unrelated to this matter, including, without limitation, discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us, including without limitation fees paid pursuant hereto (it being understood and agreed that, in no event, shall the Expenses include items in respect of any unrelated matter or otherwise be increased as a result of such counsel’s representation of us on another matter or on account of our relationship with such counsel). The foregoing provisions in this paragraph shall be superseded, in each case, to the extent covered thereby by the applicable provisions contained in the Facilities Documentation upon execution and delivery thereof and thereafter shall have no further force and effect.

“Related Indemnified Person” of an Indemnified Person means (1) any controlling person or any affiliate of such Indemnified Person, (2) the respective directors, officers, or employees of such Indemnified Person or any of its controlling persons or any of its affiliates and (3) the respective agents, advisors, attorneys and representatives of such Indemnified Person or any of its controlling persons or any of its affiliates, in the case of this clause (3), acting at the instructions of such Indemnified Person, controlling person or such affiliate (it being understood and agreed that any agent, advisor or representative of such Indemnified Person or any of its controlling persons or any of its affiliates engaged to represent or otherwise advise such Indemnified Person, controlling person or affiliate in connection with the Transactions shall be deemed to be acting at the instruction of such person).

You shall not be liable for any settlement of any Proceeding effected without your written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and reasonable and documented legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in the other provisions of this Section 7. It is further agreed that the Commitment Parties shall be severally liable in respect of their commitments to the Facilities, on a several, and not joint basis with any other Lender.

You shall not, without the prior written consent of any Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed) (it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in clauses (i), (ii) and (iii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings, (ii) does not include any statement as to or any admission of fault, culpability, wrong doing or a failure to act by or on behalf of any Indemnified Person and (iii) contains customary confidentiality provisions with respect to the terms of such settlement. Each Indemnified Person shall be severally obligated to refund or return any and all amounts paid by you under this Section 7 to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

Sharing of Information, Absence of Fiduciary Relationships, Affiliate Activities.

You acknowledge that the Commitment Parties and their respective affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, the Target and your and its respective subsidiaries and affiliates may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Parties and their respective affiliates will not use confidential information obtained from you, the Target or any of your or its respective subsidiaries or affiliates by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you, the Target or any of your or its respective subsidiaries or affiliates in connection with the performance by them or their affiliates of services for other persons, and the Commitment Parties and their respective affiliates will not furnish any such information to other persons, except to the extent permitted below. You also acknowledge that the Commitment Parties and their respective affiliates do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or any of your or its respective subsidiaries or affiliates confidential information obtained by them from other persons.

As you know, the Commitment Parties and their respective affiliates may be full-service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Commitment Parties and their respective affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you (and your affiliates), the Target (and its affiliates), the Target’s and your respective customers or competitors and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Parties and their respective affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you (and your affiliates), the Borrower, the Target (and its affiliates) or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities or other trading with any thereof.

The Commitment Parties and their respective affiliates may have economic interests that conflict with those of the Target, you and your and their respective subsidiaries and affiliates and are under no obligation to disclose any conflicting interest to you, the Target and your and its respective subsidiaries and affiliates. You agree that each Commitment Party will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between such Commitment Party and its respective affiliates, on the one hand, and you, the Target, your and its respective equity holders or your and their respective subsidiaries and affiliates, on the other hand. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between the Commitment Parties and their respective affiliates, on the one hand, and you, on the other, (ii) in connection therewith and with the process leading to such transaction each Commitment Party and its applicable affiliates (as the case may be) are acting solely as principals and not as agents or fiduciaries of you, the Target, your and its respective management, equity holders, creditors, subsidiaries, affiliates or any other person, (iii) each Commitment Party and its applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you, the Target, or your or its respective affiliates with respect to the financing transactions contemplated hereby, the exercise of the remedies with respect thereto or the process leading thereto (irrespective of whether such Commitment Party or any of its affiliates has advised or is currently advising you or the Target or any of your or their respective affiliates on other matters) and no Commitment Party has any obligation to you, the Target or your or its respective affiliates with respect to the transactions contemplated hereby except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv) the Commitment Parties and their respective affiliates have not provided any legal, accounting, regulatory or tax advice and you have consulted your own legal and financial advisors to the extent you deemed appropriate.

You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. You agree that you will not claim that the Commitment Parties or their applicable affiliates, as the case may be, have rendered advisory services of any nature or respect, or owe a fiduciary, agency or similar duty to you or your affiliates, in connection with such transactions or the process leading thereto.

Furthermore, without limiting any provision set forth herein, you agree not to assert, to the fullest extent permitted by law, any claims you may have with respect to such transactions or the process leading thereto against us or our affiliates for alleged breach of fiduciary duty and agree that we and our affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your equityholders, employees or creditors.

Confidentiality.

You agree that you will not disclose, directly or indirectly, the Fee Letter or the contents thereof or, prior to your acceptance hereof, this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto or the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or entity without the prior written approval of the Lead Arrangers (such approval not to be unreasonably withheld, delayed or conditioned), except (a) to the Convertible Notes Investors and to any of your or the Convertible Notes Investors’ affiliates and your and their respective officers, directors, employees, agents, attorneys, accountants, advisors, controlling persons and equity holders and to actual and potential co-investors who are informed of the confidential nature thereof, on a confidential and need-to-know basis, (b) if the Commitment Parties consent in writing to such proposed disclosure or (c) pursuant to an order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case you agree, to the extent practicable and not prohibited by applicable law, rule or regulation, to inform us promptly thereof prior to disclosure); provided that (i) you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and the contents hereof to the Target, its subsidiaries and affiliates and its and their respective officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its contents (including the Term Sheet and other exhibits and attachments hereto) (but not the Fee Letter or the contents thereof) in any syndication or other marketing materials in connection with the Facilities (including the Information Materials) or in connection with any public or regulatory filing requirement relating to the Transactions, (iii) you may disclose the Term Sheet and other exhibits and attachments to the Commitment Letter, and the contents thereof, to potential Lenders and to rating agencies in connection with obtaining public ratings for the Borrower and the Initial Term Loan Facility, (iv) you may disclose the aggregate fee amount contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in marketing materials for the Facilities or in any public or regulatory filing requirement relating to the Transactions (and only to the extent aggregated with all other fees and expenses of the Transactions and not presented as an individual line item unless required by applicable law, rule or regulation), (v) if the fee amounts payable pursuant to the Fee Letter and the economic terms of the “Market Flex Provisions” in the Fee Letter, and such other portions as mutually agreed, have been redacted in a manner reasonably agreed by us (including the portions thereof addressing fees payable to the Commitment Parties and/or the Lenders), you may disclose the Fee Letter and the contents thereof to the Target, its subsidiaries and affiliates and its and their respective officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons, on a confidential and need-to-know basis and (vi) you may disclose this Commitment Letter and the Fee Letter and the contents of each thereof (including the Term Sheet and other exhibits and attachments hereto) to any additional joint bookrunner, arranger, agent, co-agent, manager or co-manager to the extent in contemplation of appointing such person pursuant to the provisions of the proviso set forth in Section 2 of this Commitment Letter and to any such person’s affiliates and its and their respective officers, directors, employees, agents, attorneys, accountants and other advisors, on a confidential and need-to-know basis.

Each Commitment Party and its affiliates will use all non-public information provided to any of them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and negotiating, evaluating and consummating the transactions contemplated hereby and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent such Commitment Party and its affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the reasonable advice of counsel (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction, or purporting to have jurisdiction, over such Commitment Party or any of its affiliates (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its Related Parties (as defined below) in violation of any confidentiality obligations owing to you, the Convertible Notes Investors, the Target or any of your or their respective subsidiaries and affiliates, (d) to the extent that such information is or was received by such Commitment Party or any of its Related Parties from a third party that is not, to such Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, the Convertible Notes Investors, the Target or any of your or their respective subsidiaries and affiliates, (e) to the extent that such information is independently developed by such Commitment Party or any of its Related Parties without the use of any confidential information, (f) to such Commitment Party’s affiliates and to its and their respective employees, officers, directors, legal counsel, independent auditors, rating agencies, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and who are subject to customary confidentiality obligations and who have been advised of their obligation to keep information of this type confidential (with each such Commitment Party, to the extent within its control, responsible for such person’s compliance with this paragraph) (the persons identified in this clause (f), collectively, the “Related Parties”), (g) to potential or prospective Lenders, hedge providers, participants or assignees, (h) to the extent you consent in writing to any specific disclosure or (i) to the extent such information was already in such Commitment Party’s possession prior to any duty or other understanding of confidentiality entered into in connection with the Transactions; provided that for purposes of clause (g) above, (i) the disclosure of any such information to any Lenders, hedge providers, participants or assignees or prospective Lenders, hedge providers, participants or assignees referred to above shall be made subject to the acknowledgment and acceptance by such Lender, hedge provider, participant or assignee or prospective Lender, hedge provider, participant or assignee that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and such Commitment Party, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of recipient to access such information and (ii) no such disclosure shall be made by such Commitment Party to any person that is at such time a Disqualified Lender. In addition, each Commitment Party may disclose the existence of the Facilities and the information about the Facilities to market data collectors, similar services providers to the lending industry, and service providers to the Commitment Parties in connection with the administration and management of the Facilities. In the event that the Facilities are funded, the Commitment Parties’ and their respective affiliates’, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the Facilities Documentation upon the initial funding thereunder to the extent that such provisions are binding on such Commitment Parties.

Nothing in this Section 9 shall prevent disclosure of any matter related to the Commitment Documents and/or the Transaction (including any fee amounts) if and to the extent required by the City Code and/or the Panel (or any other applicable legal or regulatory requirement in connection with the Acquisition).

Subject to the immediately preceding sentence, the confidentiality provisions set forth in this Section 9 shall survive the termination of this Commitment Letter and expire and shall be of no further effect after the second anniversary of the date hereof.

10.

Miscellaneous.

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto (other than by you to a U.S. domestically organized entity, in each case, so long as such entity is, or will be, controlled by you after giving effect to the Transactions and shall (directly or indirectly through one or more wholly-owned subsidiaries) own the Target and agrees to be bound by the terms hereof and of the Fee Letter or (iii) subject to the second paragraph of Section 3, by the Initial Lenders in connection with the syndication of the Facilities) without the prior written consent of each other party hereto (such consent not to be unreasonably withheld, conditioned or delayed) (and any attempted assignment without such consent shall be null and void). Except as contemplated by Section 2 hereof, this Commitment Letter and the commitments hereunder are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and do not and are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons to the extent expressly set forth herein). Subject to the limitations set forth in Section 3 above, each Commitment Party reserves the right to employ the services of its respective affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to such Commitment Party in such manner as such Commitment Party and its respective affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, such Commitment Party hereunder. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the exhibits hereto), together with the Fee Letter and any other letter agreement entered into with any of the Commitment Parties on or prior to the date hereof, (i) are the only agreements that have been entered into among the parties hereto with respect to our commitments with respect to the Facilities and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Facilities and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER, OR RELATED TO, THIS COMMITMENT LETTER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; provided that, notwithstanding the foregoing, it is understood and agreed that the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Documents, in each case shall be governed by, and construed in accordance with, the laws of England as Wales as applied to the Acquisition Documents, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Any Joint Bookrunner may, in consultation with you, place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, in each case, after the Closing Date, in the form of “tombstone” or otherwise describing the name of the Borrower and the amount, type and closing date of the Transactions, all at the expense of such Joint Bookrunner.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder are subject solely to conditions precedent described in the first paragraph of Section 6 of this Commitment Letter.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County in the State of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the addresses set forth above shall be effective service of process for any suit, action or proceeding brought in any such court.

We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each of us and each of the Lenders may be required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information may include their names, addresses, tax identification numbers and other information that will allow each of us and the Lenders to identify the Borrower and the other Guarantors in accordance with the PATRIOT Act or the Beneficial Ownership Regulation, as applicable. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the Lenders. You hereby acknowledge and agree that the Lead Arrangers shall be permitted to share any and all such information with the Lenders.

The indemnification, compensation (if applicable), reimbursement (if applicable), syndication, jurisdiction, governing law, venue, waiver of jury trial and confidentiality provisions contained herein and in the Fee Letter and the provisions of Section 8 of this Commitment Letter shall remain in full force and effect regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Initial Lenders’ commitments hereunder; provided that your obligations under this Commitment Letter (except as specifically set forth in the third through seventh paragraphs of Section 3 and the penultimate sentence of Section 4, and other than your obligations with respect to the confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Facilities Documentation (to the extent covered therein) upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or the Initial Lenders’ commitments with respect to any of the Facilities (or any portion thereof) hereunder at any time subject to the provisions of the preceding sentence (any such commitment termination shall reduce the commitments of each Initial Lender on a pro rata basis based on their respective commitments to the relevant Facility as of the date hereof).

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Commitment Parties (or their legal counsel on behalf of the Commitment Parties), executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on March 11, 2024. The Initial Lenders’ respective commitments and the obligations of the Commitment Parties hereunder will expire at such time in the event that the Commitment Parties (or their legal counsel) have not received such executed counterparts in accordance with the immediately preceding sentence. If you do so execute and deliver to us this Commitment Letter and the Fee Letter at or prior to such time, we agree to hold our commitment to provide the Facilities and our other undertakings in connection therewith (but not the commitment to provide the Interim Facilities or the rights and obligations of the parties under the Interim Facilities Agreement, which shall terminate only in accordance with its terms) available for you until the earliest of (i) if the first Announcement has not been released by such time, 11:59 p.m., New York City time, on the date that is ten business days after this Commitment Letter is countersigned, (ii) if the Acquisition is intended to be completed pursuant to a Scheme, the date upon which the Scheme lapses (including, subject to exhausting any rights of appeal, if the relevant court refuses to sanction the Scheme) or is withdrawn in writing in accordance with its terms in the Announcement or Scheme Documents (as defined in the Interim Facilities Agreement) (other than where (a) such lapse or withdrawal is as a result of the exercise of the Borrower’s right to effect a switch from the Scheme to the Offer or (b) it is otherwise to be followed within twenty business days by an Announcement made by you to implement the Acquisition by a different offer or scheme (as applicable)), (iii) if the Acquisition is intended to be completed pursuant to an Offer, the date upon which the Offer lapses or is withdrawn in writing in accordance with its terms in the Announcement or Offer Documents (as defined in the Interim Facilities Agreement) (other than (a) where such lapse or withdrawal is as a result of the exercise of the Borrower’s right to effect a switch from the Offer to a Scheme or (b) it is otherwise to be followed within twenty business days by an Announcement made by you to implement the Acquisition by a different offer or scheme (as applicable)), (iv) the date on which the Target has become a direct or indirect wholly-owned subsidiary of you without any funding under the Facilities or the Interim Facilities and (v) the date that is eighteen (18) months after the date of the first Announcement (the “Outside Date”), provided that (x)(I) if the conditions to the Offer or Scheme (as applicable) relating to regulatory or relevant government clearance or approvals have not been satisfied and/or waived by the Borrower and (II) the Scheme Effective Date (as defined in the Interim Facilities Agreement) has not occurred or (as applicable) the Offer has not been declared unconditional, in each case, by such eighteen (18) month date, the Outside Date shall automatically be extended to the date that is twenty (20) months after the date of the first Announcement; provided further that, if the Scheme Effective Date occurs or (as applicable) the Offer is declared unconditional, in each case, on any date (the “Relevant Date”) that is less than fourteen (14) days prior to the Outside Date (including as extended pursuant to the foregoing proviso), the Outside Date shall be automatically extended to the fourteenth (14^th) day following such Relevant Date. Upon the occurrence of any of the events referred to in the preceding sentence, this Commitment Letter and the commitments of the Commitment Parties hereunder and the agreement of the Commitment Parties to provide the services described herein shall automatically terminate unless the Commitment Parties shall, in their sole discretion, agree to an extension in writing. The termination of any commitment pursuant to this paragraph will not prejudice your rights and remedies in respect of any breach or repudiation of this Commitment Letter.

[Remainder of this page intentionally left blank]

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

	Very truly yours,

	Wells fargo bank, national association

	By:	/s/ TANNER KETELLAPPER
		Name: Tanner Ketellapper
		Title: Vice President

[Signature Page to Project Echo Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

	Very truly yours,

	Wells fargo bank securities, llc

	By:	/s/ KEVIN J. SANDERS
		Name: Kevin J. Sanders
		Title: Managing Director

[Signature Page to Project Echo Commitment Letter]

Accepted and agreed to as of
the date first above written:

VIAVI SOLUTIONS INC.

By:	/s/ ILAN DASKAL
	Name: Ilan Daskal
	Title: Chief Financial Officer

[Signature Page to Project Echo Commitment Letter]

EXHIBIT A

Project Echo
Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”) or in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used.

Viavi Solutions Acquisitions Limited, a newly-formed entity incorporated under the laws of England and Wales and a direct or indirect subsidiary of the Borrower (“Buyer”), intends to acquire, directly or indirectly (the “Acquisition”), up to 100% of the shares (the “Target Shares”) issued by a company previously identified to us and code-named “Echo” (the “Target”) pursuant to a Scheme or Offer pursuant to, as applicable, the Scheme Documents or the Offer Documents (together, the “Acquisition Documents”) and, if applicable, pursuant to a Squeeze-Out (as defined below).

In connection with the foregoing, it is intended that:

SLP VII CM Victor Holdings, L.P. and SLA II CM Victor Holdings, L.P. (collectively with the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby or otherwise under common control therewith, the “Convertible Notes Investors”) intend to directly or indirectly purchase convertible notes in an aggregate principal amount of at least $400 million (together with any replacement or refinancing thereof, the “Convertible Notes Investment”) issued by the Borrower pursuant to the Investment Agreement, dated as of the date hereof (together with all exhibits and schedules thereto, collectively, the “Convertible Notes Purchase Agreement”), among the Borrower and the Convertible Notes Investors.

The Borrower will obtain up to (i) $800 million under a senior secured term loan facility described in Exhibit B to the Commitment Letter (the “Initial Term Loan Facility”), (ii) $300 million under a senior secured cash flow term loan facility described in Exhibit B to the Commitment Letter (the “Term Cash Flow Facility” and, together with the Initial Term Loan Facility and any Incremental Term Facility (as defined in Exhibit B), the “Term Loan Facilities”), and (iii) $100 million under a senior secured revolving credit facility described in Exhibit B to the Commitment Letter (the “Revolving Facility” and, together with the Term Loan Facilities, the “Facilities”). In conjunction with implementing the Facilities, the Borrower will obtain up to (i) $1,100 million under an interim term loan facility in lieu of the Initial Term Loan Facility and the Term Cash Flow Facility (the “Interim Term Loan Facility”) and (ii) $100 million under an interim revolving facility (the “Interim Revolving Facility” and, together with the Interim Term Loan Facility, the “Interim Facilities”) to be documented and made available pursuant to the terms of the Interim Facilities Agreement as contemplated by the Commitment Letter.

Pursuant to foreign currency hedging arrangements entered into by the Borrower or its affiliates in connection with the Transactions (a “Transaction FX Hedge”), proceeds of the Facilities, together with proceeds of the Convertible Notes Investment and/or a portion of the cash on hand at the Borrower, the Target and their respective subsidiaries, will be converted from USD into GBP (the “GBP Proceeds”).

The GBP Proceeds will be on-lent by the Borrower to Buyer to be applied (i) to pay the consideration for the Acquisition, (ii) to the extent the Interim Facilities are funded prior to the Closing Date, to refinance in full the loans outstanding under the Interim Facilities and (iii) to pay the fees and expenses incurred in connection with the Transactions, including in respect of the Transaction FX Hedge (such fees and expenses, the “Transaction Costs”, and the amounts described in the foregoing clauses (i) through (iii), collectively, the “Acquisition Funds”).

A-2

The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions.”

A-2

EXHIBIT B

Project Echo
Credit Facilities
Summary of Principal Terms and Conditions¹

Borrower:	Viavi Solutions Inc.

Transactions:	As set forth in Exhibit A to the Commitment Letter.

Administrative Agent and Collateral Agent:	Wells Fargo Bank will act as sole administrative agent and sole collateral agent (in such capacities, the “*Administrative Agent”) for a syndicate of banks, financial institutions and other institutional lenders and investors reasonably acceptable to the Lead Arrangers and the Borrower, excluding any Disqualified Lender (together with the Initial Lenders, the “Lenders*”), and will perform the duties customarily associated with such roles.

Lead Arrangers and Joint Bookrunners:	Wells Fargo Securities will act as a lead arranger (together with any additional lead arranger appointed pursuant to Section 2 of the Commitment Letter, each in such capacity, a “*Lead Arranger” and, together, the “Lead Arrangers”) and bookrunner (together with any additional bookrunner appointed pursuant to Section 2 of the Commitment Letter, each in such capacity, a “Joint Bookrunner” and, together, the “Joint Bookrunners*”), in each case for the Facilities, and each will perform the duties customarily associated with such roles.

Other Agents:	The Borrower may designate Lead Arrangers or their affiliates to act as syndication agent, documentation agent or co-documentation agent as provided in the Commitment Letter.

Scheme:	The scheme of arrangement effected pursuant to Part 26 of the Companies Act 2006 to be proposed by the Target to its shareholders to implement the Acquisition pursuant to which Buyer will, subject to the occurrence of the Scheme Effective Date (as defined in the Interim Facilities Agreement) become the holder of the Target Shares (the “*Scheme*”).

Offer:	The takeover offer (as defined in section 974 of the Companies Act 2006) by the Buyer in accordance with the City Code to acquire all of the Target Shares that are the subject of that takeover offer (within the meaning of Section 975 of the Companies Act 2006) pursuant to the Offer Documents (as defined in the Interim Facilities Agreement) (the “*Offer*”).

Announcement:	Any press release made by or on behalf of the Buyer announcing a firm intention to implement a Scheme or, as the case may be, make an Offer, in each case in accordance with Rule 2.7 of the City Code (the “*Announcement*”).

¹ All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached, including Exhibits A, C and D thereto.

B-1

Squeeze-Out:	An acquisition of the Target Shares pursuant to the procedures contained in sections 979 to 981 of the Companies Act 2006 (the “*Squeeze-Out*”).

City Code:	The UK City Code on Takeovers and Mergers (the “*City Code*”) as administered by the Panel, as may be amended from time to time.

Panel:	The UK Panel on Takeovers and Mergers (the “*Panel*”).

Facilities:	(A) A senior secured term loan facility (the “*Initial Term Loan Facility”) in an aggregate principal amount of up to $800 million plus, at the Borrower’s election, an amount sufficient to fund any original issue discount or upfront fees required to be funded in connection with the “Market Flex Provisions” in the Fee Letter. The loans under the Initial Term Loan Facility are referred to as the “Initial Term Loans”. (B) A senior secured cash flow term loan facility (the “Term Cash Flow Facility” and, together with the Initial Term Loan Facility and any Incremental Term Facility (as defined below), each a “Term Loan Facility” and collectively, the “Term Loan Facilities”) in an aggregate principal amount of up to $300 million. The loans under the Term Cash Flow Facility are referred to as the “Term Cash Flow Loans” and, together with the Initial Term Loans and any Incremental Term Loans (as defined below), the “Term Loans.” The Lenders holding Term Loans are referred to as the “Term Lenders.” (C) A senior secured revolving facility (the “Revolving Facility”, together with the Term Loan Facilities, the “Facilities”) in an aggregate principal amount of up to $100 million. The loans under the Revolving Facility are referred to as the “Revolving Loans”, and together with the Term Loans, the “Loans”, and the commitments under the Revolving Facility are referred to as the “Revolving Commitments.” The Lenders with Revolving Commitments are referred to as the “Revolving Lenders*.”

B-2

Incremental Facilities:

The Facilities Documentation will permit the Borrower or any Subsidiary Guarantor (as defined below) to add one or more incremental term loan facilities under the Facilities Documentation or to increase any existing term loan facility (each, an “Incremental Term Facility” and the loans under any Incremental Term Facility are referred to as the “Incremental Term Loans”) and/or increase any of the Revolving Commitments (any such increase, an “Incremental Revolving Increase”; the Incremental Term Facilities and the Incremental Revolving Increases and the commitments in respect thereof are collectively referred to as “Incremental Facilities”) in an aggregate amount not to exceed the sum of (A) (x) the greater of (1) $291 million and (2) 100% of Consolidated EBITDA (to be defined as provided under “Financial Definitions” below) for the last four fiscal quarters of the Borrower for which financial statements are available (such greater amount, the “Incremental Starter Amount”) less (y) the aggregate amount of any Incremental Equivalent Debt (as defined below) incurred in reliance on the equivalent threshold as set forth in this clause (A) plus (B) all voluntary prepayments of the Term Loan Facility (including all repayments or purchases made at a discount to par (in an amount equal to the principal amount of such repayment)) and voluntary prepayments of Revolving Loans to the extent accompanied by a permanent reduction of the Revolving Commitments thereunder, in each case, made prior to such date of incurrence and not funded with the proceeds of long-term debt plus (C) an amount equal to the amount of indebtedness that is permitted to be incurred in reliance on the General Debt Basket (as defined below) (this clause (C), the “General Debt Basket Incremental Component”) plus (D) an additional amount such that, after giving effect to the incurrence of any such Incremental Facility pursuant to this clause (D) (which shall assume that all such indebtedness was secured on a first lien basis, whether or not so secured, and which shall be deemed to include the full amount of any Incremental Revolving Increase assuming that the full amount of such increase had been drawn, and after giving effect to any acquisition consummated concurrently therewith and any other acquisition, disposition, debt incurrence, debt retirement and other appropriate pro forma adjustment events, including any debt incurrence (but without giving effect to any amount incurred simultaneously under either (1) clause (A), (B) or (C) above or (2) the Revolving Facility) or retirement subsequent to the end of the applicable test period and on or prior to the date of such incurrence, all to be further defined in the Facilities Documentation), the Borrower would be in compliance, on a pro forma basis (and without netting any cash proceeds of such incurrence), with a First Lien Leverage Ratio (to be defined as provided under “Financial Definitions” below) (recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available) equal to or less than either (x) 2.80:1.00 or (y) the First Lien Leverage Ratio immediately prior to the incurrence of such Incremental Facility (this clause (D), the “Leverage-Based Incremental Amount”); provided that:

	(i)	no event of default (except in connection with permitted acquisitions or investments, where no payment or bankruptcy event of default will be the standard) under the Facilities Documentation has occurred and is continuing or would exist after giving effect thereto;

	(ii)	the maturity date of any such Incremental Term Facility shall be no earlier than the maturity date of the Initial Term Loan Facility and the weighted average life of any such Incremental Term Facility shall not be shorter than the then remaining weighted average life of the Initial Term Loan Facility; provided that, at the option of the Borrower, this clause (ii) shall not apply to (A) Incremental Term Facilities (as defined below) in an aggregate outstanding principal amount of up to the greater of (x) $291 million and (y) 100% of Consolidated EBITDA for the last four fiscal quarters of the Borrower for which financial statements are available of Incremental Term Facilities (the “*Incremental Maturity Carveout*”), (B) customary bridge facilities or (C) Incremental Term Facilities incurred in connection with an investment or acquisition;

B-3

(iii)

the currency, pricing, interest rate margins, discounts, premiums, rate floors and fees and (subject to clause (ii) above) maturity and amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder; provided that only during the period commencing on the Closing Date and ending on the date that is six months after the Closing Date (the “MFN Sunset Date”) and only with respect to any Incremental Term Facilities in the form of broadly syndicated U.S. dollar-denominated term B loans that are incurred pursuant to clause (A) and/or (B) above (other than Incremental Term Loans incurred in reliance on any portion of clause (B) thereof that is attributable to permanent commitment reductions of revolving credit facilities) that are secured by liens on the Collateral ranking equal in priority with the liens on the Collateral securing the Secured Obligations and mature on or prior to the maturity date of the Initial Term Loan Facility (the “MFN Maturity Limitation”), and except (1) with respect to Incremental Term Facilities incurred in connection with an investment or an acquisition (the “MFN Acquisition/Investment Carveout”) and (2) with respect to Incremental Term Facilities incurred pursuant to clause (A) and/or (B) above in an aggregate principal amount of up to the greater of (x) $291 million and (y) 100% of Consolidated EBITDA for the last four fiscal quarters of the Borrower for which financial statements are available (the “MFN Amount Carveout”), in the event that the interest rate margins for any such Incremental Term Facility are higher than the interest rate margins for the Initial Term Loan Facility by more than 75 basis points (the “MFN Cushion”), then the interest rate margins for the Initial Term Loan Facility shall be increased to the extent necessary so that such interest rate margins are equal to the interest rate margins for such Incremental Term Facility minus 75 basis points; provided, further, that, in determining the interest rate margins applicable to any Incremental Term Facility and the Initial Term Loan Facility (A) OID or upfront fees (which shall be deemed to constitute like amounts of OID) or other fees payable by the Borrower to the Lenders under the Initial Term Loan Facility or any Incremental Term Facility in the initial primary syndication thereof, if any, shall be included (with OID or upfront fees being equated to interest based on assumed four-year life to maturity), (B) customary arrangement, ticking or commitment fees payable in connection with the Initial Term Loan Facility to one or more arrangers or bookrunners (or their affiliates) of any Incremental Term Facility in each case not payable to all lenders shall be excluded, (C) the applicable interest rate margins shall be deemed to include any credit spread or similar adjustment applicable to a one-month Term SOFR borrowing and (D) (1) to the extent that Term SOFR for a three-month interest period on the closing date of any such Incremental Term Facility is less than the Term SOFR floor for the Initial Term Loan Facility, the amount of such difference shall be deemed added to the interest margin for the Initial Term Loan Facility, solely for the purpose of determining whether an increase in the interest rate margins for the Initial Term Loan Facility shall be required and (2) with respect to any Incremental Term Facility, to the extent that Term SOFR applicable to the Initial Term Loan Facility for a three-month interest period on the closing date of any such Incremental Term Facility is less than the interest rate floor, if any, applicable to any such Incremental Term Facility, the amount of such difference shall be deemed added to the interest rate margins for the loans under the Incremental Term Facility solely for the purpose of determining whether an increase in the interest rate margins for the Initial Term Loan Facility shall be required (collectively, the “MFN Protection”);

(iv)

any Incremental Term Facility shall be on terms and pursuant to documentation to be determined; provided that, to the extent such terms and documentation are not consistent with the Initial Term Loan Facility (except to the extent permitted by clause (ii) or (iii) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, to the extent that any financial maintenance or other covenant is added for the benefit of any Incremental Term Facility, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance or other covenant is (1) also added for the benefit of any existing Facility or (2) only applicable after the latest maturity of any existing Facility); and

B-4

(v)

(a) any Incremental Facility that is secured shall only be secured by the Collateral and (b) no Incremental Facility shall be guaranteed by entities other than the Guarantors or the Borrower.

	The Borrower or the applicable Subsidiary Guarantor may (but is not obligated to) seek commitments in respect of the Incremental Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and from additional banks, financial institutions and other institutional lenders or investors who will become Lenders in connection therewith (“*Additional Lenders”); provided* that (i) the Administrative Agent shall have consent rights (not to be unreasonably withheld) with respect to such Additional Lender, if such consent would be required under the heading “Assignments and Participations” for an assignment of loans or commitments, as applicable, to such Additional Lender, (ii) solely with respect to any Incremental Revolving Increase, the Issuing Banks (as defined in the Precedent Documentation) shall have consent rights (not to be unreasonably withheld) with respect to such Additional Lender, if such consent would be required under the heading “Assignments and Participations” for an assignment of revolving loans or commitments, as applicable, to such Additional Lender and (iii) the restrictions applicable to Affiliated Lenders (to be defined in accordance with the Documentation Considerations) under “Assignments and Participations” shall apply to commitments in respect of Incremental Facilities.

Refinancing Facilities:	The Facilities Documentation will permit the Borrower or any Guarantor to refinance loans or commitments (including by extending the maturity) under the Facilities or loans or commitments under any Incremental Facility on terms and conditions substantially consistent with the Precedent Documentation (as defined below) after giving effect to Documentation Considerations (the “*Refinancing Indebtedness*”).

Purpose:	(A) The proceeds of borrowings under the Initial Term Loan Facility and the Term Cash Flow Facility will be used by the Borrower and its subsidiaries, together with the proceeds from borrowings under the Revolving Facility, the proceeds received from the Convertible Notes Investment and cash on hand at the Borrower, the Target and their respective subsidiaries, to pay the Acquisition Funds (including, at the Borrower’s election, to fund original issue discount (“*OID*”) or upfront fees required pursuant to the “Market Flex Provisions” in the Fee Letter) to the extent otherwise permitted above and may be used after the Closing Date for working capital or other general corporate purposes and any other use not prohibited by the Facilities Documentation.

	(B) The letters of credit and proceeds of Revolving Loans (except as set forth below) may be used by the Borrower and its subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions and other permitted investments and permitted dividends and other distributions on account of the capital stock of the Borrower (or any direct or indirect parent company thereof) and any other use not prohibited by the Facilities Documentation, and, subject to the limitations set forth under “Availability” below, to finance a portion of the Acquisition Funds.

	(C) The proceeds of any Incremental Facility may be used by the Borrower and its subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions, other permitted investments and dividends and other permitted distributions on account of the capital stock of the Borrower (or any direct or indirect parent company thereof) and any other use not prohibited by the Facilities Documentation.

B-5

Availability:

The Initial Term Loan Facility and the Term Cash Flow Facility will be available during the Certain Funds Period as required on 1 business day’s notice to fund amounts as contemplated in the section “Purpose” above. Amounts borrowed under any Term Loan Facility that are repaid or prepaid may not be reborrowed.

The Revolving Facility will be available on (subject to the limitations set forth in the next two succeeding sentences) and after the Closing Date and at any time prior to the final maturity of the Revolving Facility. The Revolving Facility (exclusive of letter of credit usage) will be made available on the Closing Date in an amount sufficient to fund (i) any OID or upfront fees required to be funded on the Closing Date pursuant to the “Market Flex Provisions” in the Fee Letter plus (ii) any ordinary course working capital requirements of the Borrower and its subsidiaries on the Closing Date plus (iii) Acquisition Funds in an aggregate amount, in the case of this clause (iii), not to exceed $20 million. Additionally, letters of credit issued under facilities and other credit support no longer available to the Target or its subsidiaries as of the Closing Date may be “rolled over” on the Closing Date and/or new letters of credit may be issued on the Closing Date in order to, among other things, backstop or replace any such credit support outstanding on the Closing Date under such facilities. Otherwise, letters of credit and Revolving Loans will be available at any time prior to the final maturity of the Revolving Facility, in minimum principal amounts to be agreed upon. Amounts repaid under the Revolving Facility may be reborrowed. The Revolving Facility shall permit drawings of ABR loans (as defined in Annex I) on same day notice if received by the Administrative Agent prior to 12:00 p.m. New York time.

Certain Funds Period:

“Certain Funds Period” means the period from (and including) the Signing Date to (and including) 11:59 p.m., London time, on the earliest of:

(A) if the Acquisition is intended to be completed pursuant to a Scheme, the date on which the Scheme lapses (including, subject to exhausting any rights of appeal, if a relevant court refuses to sanction the Scheme) or is withdrawn in writing in accordance with its terms (other than (a) where such lapse or withdrawal is as a result of the exercise of the Borrower’s right to effect a switch from the Scheme to the Offer or (b) it is otherwise to be followed within twenty business days by an Announcement made by the Borrower to implement the Acquisition by a different offer or scheme (as applicable));

(B) if the Acquisition is intended to be completed pursuant to an Offer, the date on which the Offer lapses, terminates or is withdrawn in writing in accordance with its terms (other than (a) where such lapse or withdrawal is as a result of the exercise of the Borrower’s right to effect a switch from the Offer to a Scheme or (b) it is otherwise to be followed within twenty business days by an Announcement made by the Borrower to implement the Acquisition by a different offer or scheme (as applicable);

(C) the date on which the Term Loan Facilities have been utilized in full or the commitments in respect of the Term Loan Facilities have been cancelled in full and all of the consideration payable under the Acquisition in respect of the Target Shares has been paid in full; and

B-6

	(D) the date that is eighteen (18) months after the date of the first Announcement, provided that: (i)(a) if the conditions to the Offer or Scheme (as applicable) relating to regulatory or relevant government clearance or approvals have not been satisfied and/or waived by the Borrower and (b) the Scheme Effective Date (as defined in the Interim Facilities Agreement) has not occurred or (as applicable) the Offer has not been declared unconditional, in each case, by such eighteen (18) month date, the Outside Date shall automatically be extended to the date that is twenty (20) months after the date of the first Announcement, provided that, if the Scheme Effective Date occurs or (as applicable) the Offer is declared unconditional, in each case, on any date (the “*Relevant Date*”) that is less than fourteen (14) days prior to the Outside Date (including as extended pursuant to the foregoing proviso), the Outside Date shall be automatically extended to the fourteenth (14^th) day following such Relevant Date, and (ii) for so long as the Closing Date has occurred on or before the Outside Date (as extended by paragraph (i) above if applicable), the Certain Funds Period shall end on the Termination Date (as defined in the Interim Facilities Agreement).

Interest Rates and Fees:	As set forth on Annex I hereto.

Default Rate:	During the continuance of a payment or bankruptcy event of default, with respect to overdue principal, at the applicable interest rate plus 2.00% per annum, and with respect to any other overdue amount (including overdue interest), at the interest rate applicable to ABR loans (as defined in Annex I) plus 2.00% per annum, which, in each case, shall be payable on demand.

Letters of Credit:	An aggregate amount not to exceed an amount to be agreed of the Revolving Facility will be available to the Borrower for the purpose of issuing letters of credit on terms and conditions consistent with those set forth in the Precedent Documentation. No issuing bank shall have any obligation to issue any letter of credit other than a standby letter of credit unless it so agrees.

Final Maturity and Amortization:	The Initial Term Loan Facility will mature on the earlier to occur of (i) the date that is seven years after the Closing Date and (ii) the Springing Maturity Date, and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Initial Term Loan Facility, commencing with the second full fiscal quarter after the Closing Date, with the balance payable on the maturity date thereof. The Term Cash Flow Facility will mature on the date that is 364 days after the Closing Date and will have no amortization, with the balance payable on the maturity date thereof. The Revolving Facility will mature, and the Revolving Commitments will terminate, on the earliest to occur of (i) the date that is five years after the Closing Date, (ii) September 15, 2029 and (iii) the Springing Maturity Date.

B-7

“Springing Maturity Date” means the date that is 91 days prior to the maturity of the Convertible Notes Investment.

The Facilities Documentation shall contain customary “amend and extend” provisions pursuant to which individual Lenders may agree to extend the maturity date of their outstanding Term Loans, loans under any Incremental Facility or Revolving Commitments (which may include, among other things, an increase in the interest rate payable in respect of such extended Term Loans, loans under any Incremental Facility or Revolving Commitments, with such extensions not subject to any “default stoppers”, financial tests or “most favored nation” pricing provisions) upon the request of the Borrower and without the consent of any other Lender (it is understood that (i) no existing Lender will have any obligation to commit to any such extension and (ii) each Lender under the class being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender under such class).

Guarantees:

Subject in all respects to the Limited Conditionality Provisions, all obligations of the Borrower (the “Obligations”) under the Facilities and, at the election of the Borrower, all obligations of the Borrower or any restricted subsidiary of the Borrower under any interest rate protection, foreign exchange or other swap or hedging arrangements (other than any obligation of any Guarantor to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (a “Swap”), if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (collectively, “Excluded Swap Obligations”)) and cash management arrangements, in each case entered into with a Lender, Lead Arranger, Joint Bookrunner, the Administrative Agent, any affiliate of a Lender, Lead Arranger, Joint Bookrunner or the Administrative Agent or, upon notice to the Administrative Agent, any other person (“Hedging/Cash Management Arrangements”) will be unconditionally and irrevocably guaranteed jointly and severally on a senior basis (the “Guarantees”) by each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. restricted subsidiary of the Borrower (the “Guarantors”); provided that Guarantors shall not include (a) unrestricted subsidiaries, (b) immaterial or other excluded subsidiaries (to be defined in a mutually acceptable manner), (c) any subsidiary that is prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date or on the date any such subsidiary is acquired (so long as in respect of any such contractual prohibition such prohibition is not incurred in contemplation of such acquisition), in each case from guaranteeing the Facilities or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee, or for which the provision of a Guarantee would result in a material adverse tax consequence (including as a result of the operation of Section 956 of the Internal Revenue Code of 1986, as amended (the “IRS Code”) or any similar law or regulation in any applicable jurisdiction) to the Borrower or one of its subsidiaries (as reasonably determined by the Borrower in consultation with the Administrative Agent), (d) any direct or indirect U.S. subsidiary of a non-U.S. subsidiary of the Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the IRS Code (a “CFC”) and any direct or indirect subsidiary of the Borrower that has no material assets other than equity and/or indebtedness of one or more direct or indirect subsidiaries that are CFCs (any such entity, a “FSHCO”), (e) any not-for-profit subsidiaries, captive insurance companies or other special purpose subsidiaries and (f) certain special purpose entities and any receivables subsidiary. Neither the Target nor any of its subsidiaries will be Guarantors prior to the consummation of the Acquisition and the initial funding of the Facilities on the Closing Date.

B-8

	Notwithstanding the foregoing, subsidiaries may be excluded from the guarantee requirements in circumstances where the Administrative Agent and the Borrower reasonably agree that the cost of providing such a guarantee is excessive in relation to the value afforded thereby.

Security:	Subject to the limitations set forth below in this section and subject to the Limited Conditionality Provisions, the Obligations, the Hedging/Cash Management Arrangements and the Guarantees in respect of the Obligations (collectively, the “*Secured Obligations”) will be secured by: (a) junior-priority security interests in the ABL Priority Collateral (as defined below) (subject to permitted liens and with the ABL Facility secured by first-priority security interests therein); (b) a perfected first-priority pledge of 100% of the equity interests of each direct, wholly-owned material restricted subsidiary of the Borrower and of each Guarantor (which pledge, in the case of capital stock of any non-U.S. subsidiary or any FSHCO, shall be limited to 65% of any voting capital stock and 100% of the non-voting capital stock of such first-tier material non-U.S. subsidiary or FSHCO) and (c) perfected first priority (other than with respect to ABL Priority Collateral) security interests in substantially all tangible and intangible personal property of the Borrower and each Guarantor (the items described in clauses (a) through (c) above, but excluding the Excluded Assets (as defined in the Precedent Documentation), collectively, the “Collateral”; provided, for the avoidance of doubt, that, to the extent the ABL Collateral Agent holds any certificates representing any equity interests described in clause (b) above (or holds any other possessory collateral) on the Closing Date, the ABL Collateral Agent shall be deemed to hold such certificates (or such other possessory collateral) as bailee for the Administrative Agent and the foregoing requirements shall be satisfied thereby. The pledges of and security interests in the Collateral granted by the Borrower and each Guarantor shall secure its own respective Secured Obligations. “ABL Collateral Agent” has the meaning assigned to the term “Agent” in the ABL Credit Agreement. “ABL Facility” has the meaning assigned to the term “Facility” in the ABL Credit Agreement. “ABL Priority Collateral” has the meaning assigned to such term in that certain Credit Agreement, dated as of December 30, 2021 (as amended, restated, amended and restated, extended, refinanced, replaced, supplemented or otherwise modified from time to time, the “ABL Credit Agreement*”), by and among Viavi Solutions Inc., the other Borrowers party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.

	All the above-described pledges and security interests shall be created on terms substantially similar to those set forth in the Precedent Documentation, after giving effect to the Documentation Considerations; and none of the Collateral shall be subject to other pledges or security interests, other than with respect to certain customary permitted encumbrances and other exceptions and baskets to be set forth in the Facilities Documentation, substantially similar to the exceptions and baskets set forth in the Precedent Documentation, after giving effect to the Documentation Considerations.

B-9

	The relative rights and priorities in the Collateral and the ABL Priority Collateral will be set forth in an intercreditor agreement consistent with the Documentation Considerations (the “*ABL Intercreditor Agreement*”).

Mandatory Prepayments:	Loans under the Term Loan Facilities (with respect to any Incremental Term Facility, to the extent required thereunder) shall be prepaid with:

	(A)	commencing with the first full fiscal year of the Borrower to occur after the Closing Date, an amount equal to 50% of Excess Cash Flow (as defined in the Precedent Documentation and as further reduced in accordance with the Precedent Documentation), with step-downs to 25% and 0% based upon the achievement and maintenance of Total Leverage Ratios equal to or less than 4.25:1.00 and 4.00:1.00, respectively;

	(B)	an amount equal to 100% (with step-downs to 50% and 0% based upon the achievement and maintenance of Total Leverage Ratios equal to or less than 4.75:1.00 and 4.25:1.00, respectively (such stepdowns, the “*Asset Sale Stepdowns*”)) of the net cash proceeds (which shall be calculated in a manner consistent with the Precedent Documentation) of non-ordinary course sales or other dispositions of assets constituting Collateral (other than, for the avoidance of doubt, dispositions of ABL Priority Collateral) by the Borrower and its restricted subsidiaries after the Closing Date (including insurance and condemnation proceeds and sale leaseback proceeds) in excess of an amount to be agreed made pursuant to clause (b) under the heading “Permitted Asset Sales” below and otherwise consistent with such provisions in the Precedent Documentation; and

	(C)	an amount equal to 100% of the net cash proceeds of issuances of debt obligations of the Borrower and its restricted subsidiaries after the Closing Date (other than debt permitted under the Facilities Documentation, except in respect of Refinancing Indebtedness).

	Mandatory prepayments shall be applied, without premium or penalty (i) amongst the Initial Term Loan Facility, the Term Cash Flow Facility and any Incremental Term Facility as selected by the Borrower (except pursuant to clause (C) above with respect to Refinancing Indebtedness) and (ii) at the Borrower’s direction to the amortization payments scheduled to occur under the Term Loans Facilities and any Incremental Term Facility.

	Notwithstanding the foregoing, the Facilities Documentation will provide that, in the event that any Refinancing Indebtedness or any other indebtedness, including any Incremental Equivalent Debt, that is secured on an equal priority basis (but without regard to the control of remedies) with the liens on the Collateral securing the Facilities (collectively, *“Additional First Lien Debt”*), shall be issued or incurred, such Additional First Lien Debt may share no more than ratably in any prepayments required by the foregoing provisions of clauses (A) and/or (B) to the extent required by the terms of the documentation for such Additional First Lien Debt.

B-10

	Prepayments attributable to non-U.S. subsidiaries’ Excess Cash Flow and asset sale or other disposition proceeds will be limited under the Facilities Documentation to the extent the repatriation of such amounts would result in material adverse tax consequences or would be prohibited or restricted by applicable law, rule or regulation in a manner consistent with the Precedent Documentation.

	Any Term Lender may elect not to accept its pro rata portion of any mandatory prepayment other than a prepayment described in clause (C) above (each a “*Declining Lender”). Any prepayment amount declined (such amount, a “Declined Amount*”) by a Declining Lender under the Term Loan Facility or under any Incremental Term Facility may be retained by the Borrower and its restricted subsidiaries and shall increase the Available Amount Basket (as defined below). The loans under the Revolving Facility shall be prepaid and the letters of credit cash collateralized to the extent such extensions of credit exceed the amount of the commitments under the Revolving Facility.

Voluntary Prepayments and Reductions in Commitments:	Voluntary reductions of the unutilized portion of the Revolving Commitments and voluntary prepayments of borrowings under the Term Loan Facilities will be permitted at any time, in minimum principal amounts to be agreed, without premium or penalty (other than as set forth in second and third succeeding paragraphs). All voluntary prepayments of the Term Loan Facilities and any Incremental Facility will be applied to the remaining amortization payments under the Term Loan Facilities or such Incremental Facility as directed by the Borrower (and absent such direction, in direct order of maturity thereof), including to any class of extending or existing Term Loans in such order as the Borrower may designate, and shall be applied to the Facilities or any Incremental Facility as determined by the Borrower. Any voluntary prepayment or refinancing (other than a refinancing of the Initial Term Loan Facility in connection with any transaction that would, if consummated, constitute a change of control, Material Acquisition (as defined below), Material Disposition (as defined below) or an increase in the aggregate principal amount of Term Loans (including by adding a new Class of Term Loans)) of the Initial Term Loan Facility with other broadly syndicated U.S. dollar-denominated term loan B financings under credit facilities with a lower Effective Yield (as defined below) than the Effective Yield of the Initial Term Loan Facility, or any amendment (other than an amendment of the Initial Term Loan Facility in connection with any transaction that would, if consummated, constitute a change of control, Material Acquisition, Material Disposition or increase in the aggregate principal amount of Term Loans (including by adding a new Class of Term Loans) that reduces the Effective Yield of the Initial Term Loan Facility, in either case that occurs prior to the date that is six months following the Closing Date (the “*Soft Call Date”) and the primary purpose of which is to lower the Effective Yield on the Initial Term Loan Facility, shall be subject to a prepayment premium of 1.00% of the principal amount of the Initial Term Loan Facility so prepaid, refinanced or amended (collectively, the “Soft Call Protection”). For the purposes of this paragraph, (i) “Material Acquisition” shall mean any acquisition by the Borrower or any restricted subsidiary for consideration (including any assumed indebtedness) in an aggregate amount equal to or greater than the lesser of $73 million and 25% of Consolidated EBITDA for the last four fiscal quarters of the Borrower for which financial statements are available, (ii) “Material Disposition” shall mean any disposition by the Borrower or any restricted subsidiary for consideration (including any assumed indebtedness) in an aggregate amount equal to or greater than the lesser of $73 million and 25% of Consolidated EBITDA for the last four fiscal quarters of the Borrower for which financial statements are available and (iii) “Effective Yield*” shall mean, as of any date of determination, the sum of (a) the higher of (A) the Term SOFR rate on such date for a deposit in dollars with a maturity of one month and (B) the Term SOFR floor, if any, with respect thereto as of such date, (b) the interest rate margins as of such date (with such interest rate margin and interest spreads to be determined by reference to the Term SOFR rate) and (c) the amount of OID and upfront fees thereon (converted to yield assuming a four-year average life and without any present value discount).

B-11

Conditions to Initial Borrowing and further Borrowings under the Term Loan Facilities:	Subject to the Limited Conditionality Provisions, the availability of the initial borrowing and other extensions of credit under the Facilities on the Closing Date or, in the case of each Term Loan Facility, thereafter during the Certain Funds Period will be subject solely to (a) delivery of a customary borrowing/issuance notice; provided that such notice shall not include any representation or statement as to the absence (or existence) of any default or event of default, and (b) satisfaction of conditions precedent set forth in Exhibit C. For the avoidance of doubt and notwithstanding anything to the contrary, there will be no condition precedent directly or indirectly relating to the Target and its subsidiaries (including guarantees from or security by or over the Target or any of its subsidiaries).

Conditions to All Subsequent Borrowings under the Revolving Facility:	After the Closing Date, the making of each extension of credit under the Revolving Facility shall be conditioned upon (a) delivery of a customary borrowing/issuance notice, (b) the accuracy of representations and warranties in all material respects; provided that any representations and warranties qualified by materiality shall be, as so qualified, accurate in all respects and (c) the absence of defaults or events of default at the time of, and after giving effect to the making of, such extension of credit.

Facilities Documentation:	The definitive financing documentation for the Facilities (the “*Facilities Documentation”) shall be initially drafted by counsel for the Borrower and contain the terms set forth in this Exhibit B (subject to the right of the Majority Lead Arrangers (as defined in the Fee Letter), as applicable, to exercise the “Market Flex Provisions” under the Fee Letter) and, to the extent any other terms are not expressly set forth in this Exhibit B, will (a) be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date in coordination with the Acquisition Documents, and taking into account the timing of the syndication of the Initial Term Loan Facility, (b) reflect the Limited Conditionality Provisions and, solely to the extent the Term Facilities Documentation is executed prior to the completion of the Offer of Scheme, those representations, warranties and covenants relating to the conduct of the Offer or Scheme expressly set forth in the Interim Facilities Agreement which shall be applicable only to the parties set forth in the Interim Facilities Agreement and apply solely prior to the completion of the Offer of Scheme and (c) subject to the foregoing clause (b), contain only those conditions, representations, events of default and covenants set forth in this Exhibit B and such other terms (but no other conditions) as the Borrower and the Lead Arrangers shall reasonably agree; it being understood and agreed that the Facilities Documentation shall be based on, and substantially consistent with that certain Credit Agreement, dated as of June 28, 2023 (as amended, supplemented or otherwise modified through the date hereof, the “Precedent Documentation”), among Quartz Intermediate Inc., Quartz Acquireco LLC and JPMorgan Chase Bank, N.A., as administrative and collateral agent, and the other banks, agents, financial institutions and other parties thereto (and the related security, pledge, collateral and guarantee agreements executed and/or delivered in connection therewith and the forms of intercreditor agreements attached thereto), as modified by the terms set forth herein and subject to (i) materiality qualifications and other exceptions that give effect to and/or permit the Transactions, (ii) certain baskets, thresholds and exceptions that are to be agreed in light of the Consolidated EBITDA and leverage level of the Borrower and its subsidiaries (after giving effect to the Transactions), (iii) such other modifications to reflect the operational and strategic requirements of the Borrower and its subsidiaries (after giving effect to the Transactions) in light of their size, industry (and risks and trends associated therewith), geographic locations, businesses, business practices, operations, total assets, financial accounting and the Projections, (iv) modifications to reflect changes in law or accounting standards since the date of the Precedent Documentation, (v) modifications to reflect reasonable administrative, agency and operational requirements of the Administrative Agent, (vi) modifications to reflect the financial model provided to the Lead Arrangers on March 2, 2024 (the “Model”) and the quality of earnings report provided to the Lead Arrangers on February 27, 2024 (the “QofE Report”) (collectively, the “Documentation Considerations*”), (vii) modifications to reflect the UK public takeover and “certain funds” requirement of the Transactions, consistent with the equivalent provisions in the Interim Facilities Agreement and (viii) modifications to reflect the Borrower’s public reporting company status and the “crossing liens” between the Facilities and the ABL Facility.

B-12

Limited Condition Transactions:

For purposes of (i) determining compliance with any provision of the Facilities Documentation which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio (as defined in the Precedent Documentation, subject to “Financial Definitions” below), the Total Leverage Ratio (as defined in the Precedent Documentation, subject to “Financial Definitions” below) or the Interest Coverage Ratio (as defined in the Precedent Documentation, subject to “Financial Definitions” below), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under baskets set forth in the Facilities Documentation (including baskets measured as a percentage of Consolidated EBITDA), in each case, in connection with a Limited Condition Transaction, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be, as applicable, the date the definitive agreements or letters of intent for such Limited Condition Transaction are entered into, or the date of delivery of irrevocable notice or a dividend declaration with respect to, such Limited Condition Transaction (such date, the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower or a restricted subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.

“Limited Condition Transaction” shall mean (i) an acquisition or other investment by one or more of the Borrower and its restricted subsidiaries of any assets, business or person permitted by the Facilities Documentation, (ii) any repayment, repurchase or refinancing of indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice) is required to be delivered and (iii) any dividends or distributions on, or redemptions of, equity interests not prohibited by the Facilities Documentation declared or requiring irrevocable notice in advance thereof.

B-13

	For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations in pro forma Consolidated EBITDA, including of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations; however, if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof) have been consummated.

Representations and Warranties:	Subject to the Limited Conditionality Provisions, limited to the representations and warranties set forth in Article III of the Precedent Documentation (to be applicable to the Borrower and its restricted subsidiaries only and subject, where applicable, to qualifications and limitations for materiality consistent with those provided in the Precedent Documentation, after giving effect to the Documentation Considerations).

	“*Material Adverse Effect*” shall have the meaning ascribed to such term in the Precedent Documentation.

Affirmative Covenants:	Subject in all respects to the Documentation Considerations, to be applicable to the Borrower and its restricted subsidiaries only, the same (including, for the avoidance of doubt, with respect to deadlines, materiality qualifiers, exceptions and limitations) as the affirmative covenants set forth in Article V of the Precedent Documentation; provided, for the avoidance of doubt, that the Facilities Documentation shall not require delivery of a budget.

B-14

Negative Covenants:

Limited to the following (to be applicable to the Borrower and its restricted subsidiaries):

limitations on the incurrence of debt (which shall permit, among other things, (i) the indebtedness under the Facilities (including Incremental Facilities) and any permitted refinancing thereof, (ii) non-speculative hedging arrangements (including the Transaction FX Hedge), (iii) indebtedness (including Ordinary Course Indebtedness) of (A) the Target and its subsidiaries incurred prior to the Closing Date which remains outstanding and is permitted to remain outstanding under the Acquisition Documents and (B) the Borrower and its subsidiaries outstanding as of the Closing Date (including indebtedness in respect of the Convertible Note Investment) and, in each case, any permitted refinancings of either of the foregoing, (iv) any secured or unsecured notes or loans issued by the Borrower or a Guarantor in lieu of the Incremental Facilities (such loans or notes, “Incremental Equivalent Debt”); provided that (A) the incurrence of such indebtedness shall result in a dollar-for-dollar reduction of the amount of indebtedness that the Borrower and the Guarantors may incur in respect of the Incremental Facilities and the other requirements related to the incurrence of the Incremental Facilities shall be satisfied (other than those set forth in the proviso to clause (iii) and in clause (iv) of such requirements); provided, however, that, in the case of any Incremental Equivalent Debt consisting of junior priority secured notes or loans, in lieu of compliance with the First Lien Leverage Ratio test set forth in the first paragraph under “Incremental Facilities”, the Borrower shall instead be in compliance, on a pro forma basis (and without netting any cash proceeds of such incurrence), with either (x) a Secured Leverage Ratio (to be defined as provided under “Financial Definitions” below) (recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available) equal to or less than either (i) 4.00:1.00 or (ii) the Secured Leverage Ratio immediately prior to the incurrence of such Incremental Equivalent Debt or (y) an Interest Coverage Ratio of not less than either (i) 1.75:1.00 or (ii) the Interest Coverage Ratio immediately prior to the incurrence of such Incremental Equivalent Debt, (B) to the extent secured, such indebtedness shall be subject to any applicable intercreditor agreement and (C) the terms and conditions of such Incremental Equivalent Debt (excluding pricing, rate floors, discounts, fees, premiums and prepayment or redemption provisions) either (I) are not materially more favorable (when taken as a whole) to the lenders or investors providing such Incremental Equivalent Debt than the terms and conditions of the Facilities Documentation (when taken as a whole) are to the Lenders (it being understood that, to the extent that any financial maintenance covenant or any other covenant is added for the benefit of any Incremental Equivalent Debt, no consent shall be required by the Administrative Agent or any of the Lenders if such financial maintenance covenant or other covenant is either (x) also added for the benefit of any corresponding Loans remaining outstanding after the issuance or incurrence of any such Incremental Equivalent Debt in connection therewith or (y) only applicable after the latest maturity date under the Facilities Documentation at such time), (II) include covenants or other provisions applicable only to periods after the latest maturity date under the Facilities Documentation at such time or (III) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Incremental Equivalent Debt (as determined by the Borrower in good faith), (v) Refinancing Indebtedness, (vi) indebtedness assumed in connection with, or otherwise incurred to finance, Permitted Acquisitions and other investments, in each case, on the terms set forth in the Precedent Documentation, (vii) purchase money indebtedness and capital leases (x) in an amount to be agreed plus (y) an unlimited amount to finance the purchase, construction and improvement of fixed or capital assets subject to compliance with a maximum Secured Leverage Ratio (calculated as if such purchase money indebtedness and capital leases are secured by Collateral for these purposes) of no greater than 4.00:1.00 (this clause (y), the “Capital Lease Ratio Prong”), (viii) indebtedness arising from agreements providing for adjustments of purchase price or “earn outs” entered into in connection with acquisitions, (ix) a general debt basket in an amount to be agreed and which may be secured to the extent permitted by exceptions to the lien covenant (the “General Debt Basket”) less amounts incurred under the General Debt Basket Incremental Component, (x) other senior, senior subordinated or subordinated indebtedness that is unsecured or that is secured solely by assets that do not constitute Collateral so long as the Borrower is in compliance, on a pro forma basis (and without netting any cash proceeds of such incurrence), with either (x) a Total Leverage Ratio (to be defined as provided under “Financial Definitions” below) (recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available) equal to or less than either (i) 6.00:1.00 or (ii) the Total Leverage Ratio immediately prior to the incurrence of such indebtedness or (y) an Interest Coverage Ratio of not less than either (i) 1.75:1.00 or (ii) the Interest Coverage Ratio immediately prior to the incurrence of such indebtedness, (xi) a subsidiary debt basket for non-Guarantor subsidiaries in an amount to be agreed, (xii) indebtedness in an amount equal to (A) 200% of any cash common equity contribution to the Borrower following the Closing Date (other than Cure Amounts (as defined in the Precedent Documentation) and the proceeds of any such Cure Amount that is actually used pursuant to, or that increases, another basket under the Facilities Documentation) to the extent such cash equity contribution shall not be counted for purposes of the Available Amount Basket and without any time limitation for use of proceeds of such contribution (this clause (xii)(A), the “Contribution Debt Basket”) plus (B) the unused amount of any baskets and/or exceptions permitting dividends or distributions on, or redemptions of, the equity of the Borrower (or any direct or indirect parent company thereof) or restricted investments (which such baskets, for the avoidance of doubt, shall be reduced by the amount of such incurrence on a dollar-for-dollar basis) (this clause (xii)(B), the “RP Debt Basket”), (xiii) using the Available Amount Basket as set forth and subject to the conditions in the second succeeding paragraph, (xiv) permitted receivables financings and (xv) other customary exceptions set forth in the Precedent Documentation, after giving effect to the Documentation Considerations);

B-15

	b)	limitations on liens on Collateral securing indebtedness for borrowed money (which shall permit, among other things, liens securing (i) any of the Facilities and any other liens securing indebtedness of the Borrower and its subsidiaries outstanding as of the Closing Date and, in each case, any permitted refinancing thereof, (ii) any secured Incremental Equivalent Debt, (iii) Refinancing Indebtedness, (iv) debt assumed in connection with a Permitted Acquisition or other investment on the terms described under the heading “Permitted Acquisitions” below, (v) permitted purchase money indebtedness or capital leases in each case permitted to be incurred pursuant to clause (a)(vii) above, (vi) other permitted debt pursuant to a general lien basket in an amount to be agreed, (vii) permitted non-Guarantor subsidiary debt limited to the assets of non-Guarantors, (viii) debt incurred using the Available Amount Basket and (ix) other exceptions and qualifications set forth in the Precedent Documentation, after giving effect to the Documentation Considerations);

	c)	limitations on fundamental changes;

	d)	limitations on asset sales (including sales of subsidiaries) and sale and lease back transactions (which, in each case, shall be permitted (i) on the terms set forth under the heading “Permitted Asset Sales” below, (ii) pursuant to an annual dollar basket in an amount equal to the greater of $59 million and 20% of Consolidated EBITDA for the last four fiscal quarters of the Borrower for which financial statements are available, with amounts not used in any fiscal year carried forward to succeeding fiscal years, (iii) without limit with respect to ABL Priority Collateral, so long as the ABL Facility or any asset-based replacement or refinancing facility thereof is in effect, and (iv) subject to the other exceptions and qualifications set forth in the Precedent Documentation, after giving effect to the Documentation Considerations);

B-16

	e)	limitations on investments and acquisitions (which shall be permitted on the terms set forth under “Permitted Acquisitions” below and, in addition, permit (i) unlimited investments in the Borrower and the restricted subsidiaries, (ii) investments in connection with the Transactions, (iii) using the Available Amount Basket as set forth and subject to the conditions in the second succeeding paragraph, (iv) additional investments subject only to pro forma compliance with a Total Leverage Ratio of 5.00:1.00 (the “*Leverage Based Investment Exception*”), (v) baskets for investments in unrestricted subsidiaries and similar businesses in amounts to be agreed and (vi) other exceptions and qualifications set forth in the Precedent Documentation, after giving effect to the Documentation Considerations);

	f)	limitations on dividends or distributions on, or redemptions of the Borrower’s (or any of its direct or indirect parent companies’) equity (which shall permit, among other things, (i) customary payments or distributions to pay the consolidated or similar type of income tax liabilities of any direct or indirect parent, to the extent such payments cover taxes that are attributable to the activities of the Borrower or its subsidiaries or to such parent’s ownership of the Borrower or its subsidiaries, (ii) payment of legal, accounting and other ordinary course corporate overhead or other operational expenses of any direct or indirect parent entity and for the payment of franchise or similar taxes required to maintain organizational existence, (iii) subject to no continuing payment or bankruptcy event of default, customary distributions necessary to pay advisory, refinancing, subsequent transaction and exit fees, and other overhead expenses of direct and indirect parents of the Borrower attributable to the ownership of the Borrower and its subsidiaries, (iv) dividends, distributions or redemptions with the Available Amount Basket as set forth in the second succeeding paragraph, (v) a general basket to be agreed, (vi) dividends, distributions or redemptions in connection with the Transactions (including, without limitation, as necessary to allow any parent company to make payments contemplated or otherwise required by the Acquisition Documents whether at or after the Closing Date), (vii) the repurchase, retirement or other acquisition or retirement for value of equity interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such equity interests) held by any future, present or former employee, director, officer or consultant (or any affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) pursuant to any employee, management or director profit interests or equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement with any employee, director or officer; provided that such payments, measured at the time made, do not to exceed the greater of an amount to be agreed and a corresponding percentage of Consolidated EBITDA, in any fiscal year; provided that any unused portion for any fiscal year may be carried forward to succeeding fiscal years, (viii) additional dividends, distributions or redemptions, subject only to (A) pro forma compliance with a Total Leverage Ratio of 4.00:1.00 (the “*Leverage Based RP Exception*”) (after giving pro forma effect to such dividend, distribution or redemption and based on the Consolidated EBITDA of the Borrower and its restricted subsidiaries for the most recently ended four fiscal quarter period for which financial statements are available) and (B) no payment or bankruptcy event of default, (ix) dividends, distributions or redemptions in an amount, on an annual basis, not to exceed the sum of (a) an amount equal to 7.00% of the net proceeds received by (or contributed to) the Borrower and its restricted subsidiaries from any public offerings of the Borrower’s equity interests and (b) an amount equal to 8.00% of the market capitalization of the Borrower at the time declared and (x) other exceptions and qualifications set forth in the Precedent Documentation, after giving effect to the Documentation Considerations);

B-17

	g)	limitations on prepayments or redemptions of any subordinated indebtedness owed by the Borrower or any Guarantor to any entity that is not the Borrower or any restricted subsidiary (in an aggregate principal amount exceeding the cross acceleration threshold) (“Junior Debt”), in each case consummated earlier than the date that is 12 months prior to the stated maturity date of such Junior Debt, or amendments of the documents governing such Junior Debt in a manner (when taken as a whole) materially adverse to the Lenders (which shall permit, among other things (i) refinancing or exchanges of Junior Debt for like or other junior debt or, other than in the case of subordinated indebtedness, any unsecured debt, (ii) conversion of Junior Debt to common or “qualified preferred” equity, (iii) prepayments or redemptions using the Available Amount Basket as set forth in the second succeeding paragraph and (iv) additional prepayments or redemptions, subject only to pro forma compliance with a Total Leverage Ratio of 3.50:1.00 (the “Leverage Based Junior Debt Exception”) (after giving pro forma effect to such prepayment or redemption) and based on the Consolidated EBITDA of the Borrower and its restricted subsidiaries for the most recently ended four fiscal quarter period for which financial statements are available);

	h)	limitations on negative pledge clauses; and

	i)	limitations on transactions with affiliates.

	For the avoidance of doubt, unless expressly specified herein, no negative covenant exception shall be subject to a cap on non-Guarantor indebtedness or investments.

B-18

The negative covenants will be subject, in the case of each of the foregoing covenants, to exceptions, qualifications and “baskets” to be set forth in the Facilities Documentation that are substantially consistent with the exceptions, qualifications and “baskets” set forth in Precedent Documentation, but adjusted to reflect the Documentation Considerations, which shall, for the avoidance of doubt, permit classification and reclassification from time to time by the Borrower among one or more available baskets and exceptions under any such covenants and contain automatic reclassification to ratio-based incurrence exceptions; provided that (x) monetary baskets in the negative covenants will include in a manner consistent with the Precedent Documentation basket builders based on a percentage of Consolidated EBITDA of the Borrower and its restricted subsidiaries equivalent to the initial monetary amount of each such basket and (y) the amount of any basket usage (including any borrowings under any Revolving Facility or under the Incremental Facilities) made substantially simultaneously with, or contemporaneously with, any “ratio” test under the Facilities Documentation will be disregarded when determining pro forma compliance with such “ratio.” In addition, certain negative covenants shall include an “Available Amount Basket”, which shall mean a cumulative amount equal to (a) the greater of (1) $146 million and (2) 50% of Consolidated EBITDA for the last four fiscal quarters of the Borrower for which financial statements are available (such greater amount, the “Starter Basket”) plus (b) the greater of (i) 50% of cumulative Consolidated Net Income (to be defined as provided under “Financial Definitions” below) and (ii) cumulative Consolidated EBITDA minus 1.5x cumulative Fixed Charges (as defined in the Precedent Documentation) (this clause (b), the “Builder Basket”), plus (c) the Declined Amounts plus (d) the portion of net cash proceeds not required to be applied to prepayments pursuant to clause (B) in “Mandatory Prepayments” above as a result of the leverage-based step-downs plus (e) the cash proceeds of new public or private equity issuances of any direct or indirect parent of the Borrower or the Borrower (other than disqualified stock) actually received in the form of qualified equity, plus (f) capital contributions to the Borrower made in cash or cash equivalents (other than disqualified stock) and the fair market value of any in-kind contributions, plus (g) the net cash proceeds received by the Borrower and its restricted subsidiaries from debt and disqualified stock issuances that have been issued after the Closing Date and which have been exchanged or converted into qualified equity, plus (h) returns, profits, distributions and similar amounts received in cash or cash equivalents by the Borrower and its restricted subsidiaries on investments made using the Available Amount Basket (not to exceed the amount of such investments) or otherwise received from an unrestricted subsidiary (including the net proceeds of any sale, or issuance of stock, of an unrestricted subsidiary), plus (i) the investments of the Borrower and the restricted subsidiaries in any unrestricted subsidiary that has been re-designated as a restricted subsidiary or that has been merged or consolidated with or into the Borrower or any of its restricted subsidiaries in an amount equal to the fair market value (as determined in good faith by the Borrower) of the investments of the Borrower and its restricted subsidiaries in such unrestricted subsidiary at the time of such re-designation or merger or consolidation and otherwise defined in a manner consistent with the Precedent Documentation, after giving effect to the Documentation Considerations. The Available Amount Basket may be used for indebtedness, investments, dividends and distributions and the prepayment or redemption of Junior Debt; provided that use of the Builder Basket for dividends and distributions shall be subject to the absence of any continuing payment or bankruptcy event of default.

Permitted Asset Sales:

The Borrower or any restricted subsidiary will be permitted to make non-ordinary course of business asset sales or dispositions without limit so long as (a) such sales or dispositions are for fair market value, (b) at least either (x) 75% of the consideration for asset sales and dispositions, calculated over the period since the Closing Date and through the date of such asset sale or disposition, in excess of an amount to be agreed shall consist of cash or cash equivalents or (y) 50% of the consideration for asset sales and dispositions, calculated over the period since the Closing Date and through the date of such asset sale or disposition, in excess of an amount to be agreed shall consist of cash or cash equivalents (in each case, subject to exceptions to be set forth in the Facilities Documentation to be agreed, which shall include a basket in an amount to be agreed for non-cash consideration that may be designated as cash consideration) and (c) to the extent applicable, such asset sale or disposition is subject to the terms set forth in the section entitled “Mandatory Prepayments” hereof.

B-19

Permitted Acquisitions:

The Borrower or any restricted subsidiary will be permitted to make acquisitions of the equity interests in a person that becomes a restricted subsidiary, or all or substantially all of the assets (or all or substantially all the assets constituting a business unit, division, product line or line of business) of any person (each, a “Permitted Acquisition”) so long as (a) after giving effect thereto, no payment or bankruptcy event of default has occurred and is continuing, (b) the acquired company or assets are in the same or a generally related or ancillary line of business as the Borrower and its subsidiaries and (c) subject to the limitations set forth in “Guarantees” and “Security” above, the acquired company and its subsidiaries (other than any subsidiaries of the acquired company designated as an unrestricted subsidiary as provided in “Unrestricted Subsidiaries” below) will become Guarantors and pledge their Collateral to the Administrative Agent. Acquisitions of entities that do not become Guarantors will not be limited in any additional manner.

Financial Maintenance Covenant:

With respect to the Term Loan Facilities: None.

With respect to the Revolving Facility: The Facilities Documentation will contain a maximum First Lien Leverage Ratio with regard to the Borrower and its restricted subsidiaries on a consolidated basis (the “Financial Maintenance Covenant”), at a level of 6.75:1.00 (which First Lien Leverage Ratio shall be appropriately adjusted to reflect any additional original issue discount or upfront fees required to be funded in connection with the “Market Flex Provisions” in the Fee Letter and any related increase in leverage as a result thereof to the extent necessary to maintain the same non-cumulative cushion to the Consolidated EBITDA) (and with no step-downs).

The foregoing Financial Maintenance Covenant will be tested with respect to the Borrower and its restricted subsidiaries on a consolidated basis, beginning with the second full fiscal quarter period ending after the Closing Date for which financial statements have been or are required to be delivered, quarterly on the last day of each fiscal quarter ending after the Closing Date for which financial statements have been or are required to be delivered, but only if, on the last day of such fiscal quarter, the aggregate outstanding principal amount of Revolving Loans (excluding (a) for the first four full fiscal quarters after Closing Date amounts drawn to fund (1) any original issue discount or upfront fees required to be funded in connection with the “Market Flex Provisions” in the Fee Letter or (2) Acquisition Funds and (b) for the avoidance of doubt, letters of credit whether or not drawn), exceeds 40% of the total amount of the Revolving Commitments.

For purposes of determining compliance with the Financial Maintenance Covenant, the Facilities Documentation shall provide for Cure Rights (as defined in the Precedent Documentation) that are the same as those set forth in the Precedent Credit Agreement (including, without limitation, as set forth in Section 7.02 of the Precedent Documentation).

B-20

Financial Definitions:	The financial definitions in the Facilities Documentation shall be consistent with the equivalent definitions of such terms in the Precedent Documentation, after giving effect to Documentation Considerations, in each case as modified (a) as reasonably agreed to (i) more accurately reflect the business and financial accounting of the Borrower and its subsidiaries after giving effect to the Transactions and (ii) address technical clarifications and adjustments and (b) to include all adjustments and add-backs of the type included in the Model (together with all updates and modifications thereto reasonably agreed with the Required Lead Arrangers) or the QofE Report; provided that (i) there shall be an uncapped addition to Consolidated EBITDA for pro forma “run rate” cost savings, operating expense reductions, and cost synergies related to the Transactions that are reasonably quantifiable, factually supportable and projected by the Borrower in good faith to result from actions that have been taken or initiated or are expected to be taken (in the good faith determination of the Borrower) before or within 24 months after the Closing Date and (ii) there shall be an uncapped addition to Consolidated EBITDA for pro forma “run rate” cost savings, operating expense reductions, and cost synergies related to acquisitions, dispositions and other specified transactions, restructurings, cost savings initiatives and other initiatives that are reasonably quantifiable, factually supportable and projected by the Borrower in good faith to result from actions that have been taken or initiated or are expected to be taken (in the good faith determination of the Borrower) before or within 24 months after such acquisition, disposition or other specified transaction, restructuring, cost savings initiative or other initiative. It being understood and agreed, for the avoidance of doubt, that all references to a First Lien Leverage Ratio, a Secured Leverage Ratio, a Total Leverage Ratio or an Interest Coverage Ratio, shall be deemed to be references to such ratios as set forth herein without regard to the amount of Consolidated EBITDA used to market and/or syndicate the Facilities.

Unrestricted Subsidiaries:	The Facilities Documentation will contain provisions pursuant to which, subject to limitations on loans, advances, guarantees and other investments in, unrestricted subsidiaries, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary (other than the Borrower) as an “unrestricted subsidiary” (with any subsidiary of an unrestricted subsidiary constituting an unrestricted subsidiary) and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary so long as, after giving effect to any such designation or re-designation, (a) the fair market value of such subsidiary at the time it is designated as an “unrestricted subsidiary” shall be treated as an investment by the Borrower at such time and (b) no payment or bankruptcy event of default under the Facilities Documentation has occurred or is continuing or would exist after giving effect thereto. Unrestricted subsidiaries will not be subject to the representation and warranties, affirmative or negative covenant or event of default provisions of the Facilities Documentation and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining compliance with the financial maintenance covenant contained in the Facilities Documentation.

Events of Default:	The Facilities Documentation will include event of default provisions on terms and conditions substantially consistent with the Precedent Documentation after giving effect to the Documentation Considerations; provided that, for the avoidance of doubt, the Convertible Notes Investors shall be a “Permitted Holder” under the Facilities Documentation. Notwithstanding the foregoing, (i) only lenders holding at least a majority of the Revolving Commitments and Revolving Loans shall have the ability to (and be required in order to) amend the Financial Maintenance Covenant and waive a breach of the Financial Maintenance Covenant and (ii) a breach of the Financial Maintenance Covenant shall not constitute an event of default with respect to the Term Loan Facilities or trigger a cross-default under the Term Loan Facilities until the date on which the Revolving Commitments have been terminated or the Revolving Loans (if any) have been accelerated by the Revolving Lenders in accordance with the terms of the Revolving Facility.

B-21

Voting:	The Facilities Documentation will include voting provisions on terms and conditions substantially consistent with the Precedent Documentation after giving effect to Documentation Considerations (including with respect to the inclusion of the Revolving Facility). Notwithstanding the foregoing, amendments and waivers of the Financial Maintenance Covenant will be subject to the second paragraph under “Events of Default” above.

Cost and Yield Protection:	The Facilities Documentation will include cost and yield protection provisions on terms and conditions substantially consistent with the Precedent Documentation after giving effect to Documentation Considerations. The Facilities Documentation will include customary provisions with respect to taxes.

Assignments and Participations:	Prior to the expiration of the Certain Funds Period, consistent with the Interim Facilities Agreement. Thereafter, the Facilities Documentation will permit assignments and participations (including with respect to affiliates of the Borrower) in accordance with the Documentation Considerations on terms and conditions substantially consistent with the Precedent Documentation after giving effect to the Documentation Considerations; provided that (x) any assignment or participation of Revolving Loans or Revolving Commitments (other than (i) to an existing Lender or (ii) during the continuance of a payment or bankruptcy Event of Default) shall require Borrower consent (not to be unreasonably withheld or delayed) and (y) the Borrower’s consent shall not be required with respect to participations of the Term Loan Facility to competitors that have not been identified to the Administrative Agent in writing as such). In connection with obtaining Borrower consent to assignments in accordance with the Facilities Documentation, the Borrower shall be permitted to designate up to two additional individuals (which, for the avoidance of doubt, may include officers or employees of the Convertible Notes Investors) who shall be copied on any such consent requests (or receive separate notice of such proposed assignments) from the Administrative Agent.

Expenses and Indemnification:	The Facilities Documentation will include expense and indemnification provisions on terms and conditions substantially consistent with the Precedent Documentation after giving effect to Documentation Considerations.

Governing Law and Forum:	New York.

Counsel to the Administrative Agent, Lead Arrangers and Joint Bookrunners:	Davis Polk & Wardwell LLP.

B-22

ANNEX I

Interest Rates:	With respect to the Initial Term Loan Facility, at the option of the Borrower, Term SOFR plus a margin (the “*Applicable Margin”) of 3.75% or ABR plus an Applicable Margin of 2.75%. From and after the delivery by the Borrower to the Administrative Agent of the financial statements for the first full fiscal quarter of the Borrower completed after the Closing Date, interest rate spreads with respect to the Term Loan Facility shall be subject to two 25 basis point step-downs at (a) for the first eight fiscal quarters occurring after the Closing Date, first lien gross leverage ratios of 1.00:100 and 0.75:1.00, respectively, and (b) thereafter, First Lien Leverage Ratios of 1.00:1.00 and 0.75:1.00, respectively (the “First Lien Term Loan Leverage Step-downs*”).

	With respect to the Term Cash Flow Facility, at the option of the Borrower, Term SOFR plus an Applicable Margin of 3.50% or ABR plus an Applicable Margin of 2.50%.

	With respect to the Revolving Facility, at the option of the Borrower, Term SOFR plus an Applicable Margin of 3.50% or ABR plus an Applicable Margin of 2.50%. From and after the delivery by the Borrower to the Administrative Agent of the financial statements for the first full fiscal quarter of the Borrower completed after the Closing Date, interest rate spreads with respect to the Revolving Facility shall be subject to two 25 basis point step-downs at a First Lien Leverage Ratio of 1.00:1.00 and 0.75:1.00, respectively.

	The Borrower may elect interest periods of 1, 3 or 6 months (or, if agreed by all relevant Lenders, 12 or fewer months or a period of shorter than 1 month) for Term SOFR borrowings.

	Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans).

	Interest shall be payable in arrears (a) for loans accruing interest at a rate based on Term SOFR, at the end of each interest period and, for interest periods of greater than 3 months, every three months, and on the applicable maturity date and (b) for loans accruing interest based on the ABR, quarterly in arrears and on the applicable maturity date.

	*“ABR”* is the Alternate Base Rate, which is the highest of (i) prime commercial lending rate announced by the Administrative Agent as its “prime rate”, (ii) the Federal Funds Effective Rate plus 1/2 of 1.0% and (iii) the one-month Term SOFR plus 1.0% per annum. *“Term SOFR”* is the secured overnight financing rate for U.S. dollars for the relevant interest period. For the avoidance of doubt, Term SOFR shall not include a credit spread adjustment.

B-I-1

	There shall be a minimum Term SOFR (i.e., Term SOFR prior to adding any applicable interest rate margins thereto) requirement of 0.00% per annum in respect of the Initial Term Loan Facility, the Term Cash Flow Facility and the Revolving Facility.

Letter of Credit Fees:	A per annum fee equal to the Applicable Margin related to Term SOFR loans under the Revolving Facility will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Facility, payable in arrears at the end of each quarter and upon the termination of the respective letter of credit, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be paid to the Administrative Agent for distribution to the Revolving Lenders pro rata in accordance with the amount of each such Revolving Lender’s Revolving Commitment, with exceptions for defaulting lenders. In addition, the Borrower shall pay to each letter of credit issuer, for its own account, (a) a fronting fee equal to 0.125% per annum of the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter, at maturity and upon the termination of the respective letter of credit, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

Commitment Fees:	The Borrower shall pay a commitment fee of 0.50% per annum on the average daily unused portion of the Revolving Facility, payable quarterly in arrears, calculated based upon the actual number of days elapsed over a 360-day year. Such fees shall be paid to the Administrative Agent for distribution to the applicable Revolving Lenders pro rata in accordance with the amount of each such Revolving Lender’s applicable Revolving Commitment, with exceptions for defaulting lenders. From and after the delivery by the Borrower to the Administrative Agent of the Borrower’s financial statements for the first full fiscal quarter of the Borrower completed after the Closing Date, the commitment fee under the Revolving Facility shall be determined by reference to a leverage-based pricing grid with step-downs to 0.375% and 0.25% per annum at a First Lien Leverage Ratio of 1.00:1.00 and 0.75:1.00, respectively.

B-I-2

EXHIBIT C

Project Echo
Facilities
Summary of Additional Conditions²

The borrowings under the Term Loan Facilities during the Certain Funds Period are subject solely to the satisfaction or waiver by the Commitment Parties of the applicable conditions set forth in the section entitled Conditions in the body of the Commitment Letter, the section entitled “Conditions to Initial Borrowing and further Borrowings under the Term Loan Facilities” in Exhibit B to the Commitment Letter and the following conditions (subject in all respects to the Limited Conditionality Provisions):

1. The Administrative Agent has received (a) a copy of the Announcement and (b) a certificate from the Buyer confirming that, in the case of a Scheme, the Scheme Effective Date has occurred or, in the case of an Offer, the Offer has become or has been declared unconditional in all respects.

2. No Major Event of Default (as defined in the Interim Facilities Agreement) is continuing.

3. It has not, since the date on which such Lender first became a party to the Interim Facilities Agreement, become illegal for such Lender to make, or to allow to remain outstanding, that Interim Utilisation provided that such Lender has notified the Borrower immediately upon becoming aware of the relevant issue in accordance with the applicable provisions of the Interim Facilities Agreement, and provided further that such illegality alone will not excuse any other Lender from participating in the relevant Interim Utilisation and will not in any way affect the obligations of any other Lender.

4. The Convertible Notes Investment shall have been consummated, or substantially simultaneously with the initial borrowings under the Facilities or the Interim Facilities, as applicable, shall be consummated, in all material respects in accordance with the terms of the Convertible Notes Purchase Agreement, after giving effect to any modifications, amendments, consents or waivers by the Convertible Notes Purchasers thereunder, other than those modifications, amendments, consents or waivers by the Convertible Notes Purchasers thereunder that are materially adverse to the interests of the Lenders or the Commitment Parties in their capacities as such unless consented to in writing by the Required Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); provided that Required Lead Arrangers shall be deemed to have consented to such amendment, supplement, waiver or modification unless they shall object in writing thereto within three business days of being notified or otherwise becoming aware of such amendment, waiver or modification.

5. Subject in all respects to the Limited Conditionality Provisions, all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral shall have been executed (if applicable) and delivered by the Borrower and its subsidiaries that are Guarantors on the Closing Date immediately prior to giving effect to the Transactions (the “Closing Date Guarantors”; provided that in no event shall the Closing Date Guarantors include the Target or any of its subsidiaries) and, if applicable, be in proper form for filing; provided, for the avoidance of doubt, that, to the extent the ABL Collateral Agent holds any possessory collateral on the Closing Date, the ABL Collateral Agent shall be deemed to hold such possessory collateral as bailee for the Administrative Agent and the foregoing condition with respect to such possessory collateral shall be satisfied thereby.

²All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Exhibit C is attached, including Exhibits A, B and D thereto. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used.

C-I-1

6. The Administrative Agent and the Lead Arrangers shall have received all documentation at least three business days prior to the Closing Date and other information about the Borrower and the Closing Date Guarantors that shall have been reasonably requested by the Administrative Agent or the Lead Arrangers in writing at least 10 business days prior to the Closing Date and that the Administrative Agent and the Lead Arrangers reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

7. With respect to any given Facility, (a) the execution and delivery by the Borrower and the Closing Date Guarantors (if any) of the Facilities Documentation (including guarantees by the applicable guarantors) which shall, in each case, be in accordance with the terms of the Commitment Letter and the Term Sheet and subject to the Limited Conditionality Provisions and the Documentation Considerations and (b) delivery to the Lead Arrangers of customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions of formation/organization, in each case with respect to the Borrower and the Closing Date Guarantors (to the extent applicable) and a customary solvency certificate, as of the Closing Date and prior to giving effect to the Transactions, of a senior financial executive or officer of the Borrower covering the Borrower and Buyer.

8. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower), shall, upon the initial borrowings under the Initial Term Loan Facility, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Facilities).

C-I-2

EXHIBIT D

Project Echo
Facilities
Interim Facilities Agreement

[see attached]

EXECUTION VERSION

Dated 4 March 2024

INTERIM FACILITIES AGREEMENT

VIAVI SOLUTIONS INC.

(as Company)

arranged by

WELLS FARGO SECURITIES, LLC

(as Arranger)

with

WELLS FARGO BANK, NATIONAL ASSOCIATION

(as Interim Facility Agent)

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

(as Interim Security Agent)

Echo: Interim Facilities Agreement

Table of Contents

Page

1.	Interpretation	1
2.	The Interim Facilities - Availability	1
3.	The Making of the Interim Utilisations	2
4.	Obligors' Agent	4
5.	Nature of an Interim Finance Party's Rights and Obligations	5
6.	Utilisation	6
7.	Repayment and Prepayment	8
8.	Interest	11
9.	Market Disruption	18
10.	Taxes	19
11.	Increased Costs	27
12.	Payments	30
13.	Fees and Expenses	33
14.	Indemnities	35
15.	[Reserved]	39
16.	Security and Guarantee	39
17.	Agents and Arranger	42
18.	Pro Rata Payments	50
19.	Set-Off	51
20.	Notices	51
21.	Confidentiality	53
22.	Know Your Customer Requirements	55
23.	Representations, Undertakings and Events of Default	55
24.	Changes to Parties	58
25.	Impairment and Replacement of Interim Finance Parties	64
26.	Conduct of Business by the Interim Finance Parties	64
27.	Amendments and Waivers	64
28.	Miscellaneous	67
29.	Governing Law	68
30.	Jurisdiction	68
SCHEDULE 1 Definitions and Interpretation		72
SCHEDULE 2 Form of Drawdown Request		105
SCHEDULE 3 Conditions Precedent		107
SCHEDULE 4 Guarantee and Indemnity		109
SCHEDULE 5 Major Representations, Undertakings and Events of Default		115
SCHEDULE 6 Impairment and Replacement of Interim Finance Parties		122
SCHEDULE 7 Form of Transfer Certificate		136
SCHEDULE 8 Form of Assignment Agreement		139
SCHEDULE 9 Bank Guarantees		142
SCHEDULE 10 Form of Bank Guarantee		150
SCHEDULE 11 The Original Interim Lenders		153
SCHEDULE 12 Compounded Rate Terms		154
SCHEDULE 13 Daily Non-Cumulative Compounded RFR Rate		159

Echo: Interim Facilities Agreement

THIS AGREEMENT, dated 4 March 2024, is made between:

(1)

VIAVI SOLUTIONS INC., a corporation incorporated under the laws of Arizona, United States (the Company, the Borrower and a Guarantor);

(2)

WELLS FARGO SECURITIES, LLC as arranger (the Arranger);

(3)

THE FINANCIAL INSTITUTIONS listed in Schedule 11 (The Original Interim Lenders) as lenders (the Original Interim Lenders);

(4)

WELLS FARGO BANK, NATIONAL ASSOCIATION as agent of the other Interim Finance Parties (the Interim Facility Agent); and

(5)

WELLS FARGO BANK, NATIONAL ASSOCIATION as security agent for the Interim Finance Parties (the Interim Security Agent).

Interpretation

Terms defined in Schedule 1 (Definitions and Interpretation) to this Agreement have the same meanings when used in this Agreement. Each Schedule to this Agreement forms part of the terms of this Agreement.

The Interim Facilities - Availability

2.1

The Interim Facilities

Subject to the terms of this Agreement, the Interim Lenders make available to the Borrower:

(a)

an interim term loan facility in an aggregate amount equal to the Total Interim Facility B Commitments (Interim Facility B) available to be utilised in US Dollars; and

(b)

an interim multi-currency revolving facility in an aggregate amount equal to the Total Interim Revolving Facility Commitments (the Interim Revolving Facility) available to be utilised in US Dollars, Sterling and Euro and any other currency agreed between the Obligors' Agent and the Interim Facility Agent (acting on the instructions of the Interim Revolving Facility Lenders).

2.2

Availability Periods

(a)

The undrawn Interim Commitments of each Interim Lender under Interim Facility B will be automatically cancelled at 11:59 p.m. in London on the last day of the Certain Funds Period.

(b)

The undrawn Interim Commitments of each Interim Revolving Facility Lender will be automatically cancelled at 11:59 p.m. in London on the last day of the Interim Revolving Facility Availability Period.

Echo: Interim Facilities Agreement

2.3

Voluntary Cancellation

The Borrower (or the Obligors' Agent on its behalf) may, by one (1) Business Day’s prior written notice to the Interim Facility Agent, at any time cancel any undrawn amount of any Interim Facility.

The Making of the Interim Utilisations

3.1

Conditions Precedent

(a)

It is expressly acknowledged and agreed that as at the date of this Agreement, the Interim Facility Agent has received all of the documents and evidence referred to in Schedule 3 (Conditions Precedent) and that these conditions precedent to the making of any Interim Utilisation are irrevocably and unconditionally satisfied.

(b)

The obligations of each Interim Lender to participate in each Interim Utilisation are subject only to the conditions precedent that on the date on which that Interim Utilisation is to be made:

(i)

the Interim Facility Agent has received:

(A)

a copy of the Announcement made in accordance with the Takeover Code (for information purposes only and not required to be in form and substance satisfactory to the Interim Facility Agent and Interim Finance Parties); and

(B)

a certificate from the Company or Bidco confirming that, in the case of a Scheme, the Scheme Effective Date has occurred or, in the case of an Offer, the Offer has become or has been declared unconditional;

(ii)

no Major Event of Default is continuing; and

(iii)

it has not, since the date on which such Interim Lender first became a Party, become illegal for such Interim Lender to make, or to allow to remain outstanding, that Interim Utilisation provided that such Interim Lender has notified the Obligors' Agent immediately upon becoming aware of the relevant issue in accordance with Clause 11.3 (Illegality), and provided further that such illegality alone will not excuse any other Interim Lender from participating in the relevant Interim Utilisation and will not in any way affect the obligations of any other Interim Lender.

3.2

Certain Funds Period

Notwithstanding any other provision of any Interim Finance Document, during the Certain Funds Period none of the Interim Finance Parties shall:

(a)

refuse to participate in or make available any Interim Utilisation;

Echo: Interim Facilities Agreement

(b)

be entitled to take any action to rescind, terminate or cancel this Agreement (or any provision hereof or obligation hereunder) or any Interim Utilisation or any Interim Commitment;

(c)

exercise any right of set-off or counterclaim in respect of any Interim Utilisation or Interim Commitment;

(d)

accelerate any Interim Utilisation or otherwise demand or require repayment or prepayment of any sum from any Obligor;

(e)

enforce (or instruct the Interim Security Agent to enforce) any Security Interest under any Interim Finance Document;

(f)

take any other action or make or enforce any claim (in its capacity as an Interim Lender) which would directly or indirectly prevent any Interim Utilisation from being made; or

(g)

make or enforce any claim under any indemnity or in respect of any payment obligation of any Obligor as set out in the Interim Finance Documents, including, but not limited to, Clause 10 (Taxes), Clause 11 (Increased Costs), Clause 13 (Fees and Expenses) and Clause 14 (Indemnities),

unless at any time any of the conditions in paragraphs (b)(i) to (b)(iii) (to the extent applicable to such Interim Utilisation) of Clause 3.1 (Conditions Precedent) above are not satisfied (which, in respect of paragraph (b)(iii) of Clause 3.1 (Conditions Precedent) above, shall allow the relevant Interim Lender to take such action in respect of itself only), provided that, immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Interim Finance Parties, notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

3.3

Purpose

(a)

The proceeds of each Interim Facility B Loan are to be applied in or towards the financing or refinancing (directly or indirectly):

(i)

any amounts paid or payable in connection with any Acquisition;

(ii)

financing or refinancing other related amounts, including fees, costs, expenses and taxes (including stamp duties) incurred in connection with any Acquisition, the Transactions and/or the Transaction Documents (including in respect of the Transaction FX Hedge and original issue discount and/or upfront fees required pursuant to any market flex provisions in any Fee Letter) (Transaction Costs);

(iii)

any other purpose contemplated by the Transactions; and/or

(iv)

the working capital requirements and/or general corporate purposes of the Group,

including, in each case, drawing cash onto balance sheet.

Echo: Interim Facilities Agreement

(b)

The proceeds of the Interim Revolving Facility Loans are to be applied in or towards (directly or indirectly):

(i)

funding the working capital and/or general corporate purposes of the Group (including, without limitation, the financing or refinancing of capital expenditure, any permitted acquisitions, investments, dividends and other distributions on account of the capital stock of the Company (or any direct or indirect parent company thereof) and joint ventures, operational restructurings and reorganisation requirements of the Group, any additional OID or other fees and any related fees, costs and expenses);

(ii)

any other purpose contemplated by the Transactions; and/or

(iii)

any other purposes for which Interim Facility B Loans may be drawn.

3.4

Bank Guarantees

The Interim Revolving Facility shall also be available for utilisation by way of Bank Guarantees. The provisions of Schedule 9 (Bank Guarantees) shall form part of this Agreement and bind each Party.

3.5

Override

Notwithstanding any other term of this Agreement or any other Interim Finance Document, none of the steps or events set out in, or reorganisations specified in or expressly contemplated by, the Transaction Documents (or, in each case, the actions or intermediate steps necessary to implement any of those steps, actions or events), in any case, shall constitute, or result in, a breach of any representation, warranty, undertaking or other term of the Interim Finance Documents or a default or a Major Event of Default, actual or potential, and each such event shall be expressly permitted under the terms of the Interim Finance Documents.

Obligors' Agent

(a)

Each Obligor (other than the Company), by its execution of this Agreement, irrevocably (to the extent permitted by law) appoints the Obligors' Agent to act severally on its behalf as its agent in relation to the Interim Finance Documents and irrevocably (to the extent permitted by law) authorises:

(i)

the Obligors' Agent on its behalf to supply all information concerning itself contemplated by the Interim Finance Documents to the Interim Finance Parties and to give and receive all notices, instructions and other communications under the Interim Finance Documents (including, where relevant, Drawdown Requests) and to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor (including, by increasing the obligations of such Obligor howsoever fundamentally, whether by increasing the liabilities, guaranteed or otherwise); and

Echo: Interim Facilities Agreement

(ii)

each Interim Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Interim Finance Documents to the Obligors' Agent,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including any Drawdown Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication and each Interim Finance Party may rely on any action taken by the Obligors' Agent on behalf of that Obligor.

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under any Interim Finance Document on behalf of another Obligor or in connection with any Interim Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Interim Finance Document shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it (to the extent permitted by law). In the event of any conflict between any notices or other communications of the Obligors' Agent and any other Obligor, those of the Obligors' Agent shall prevail.

(c)

If (notwithstanding the fact that the guarantees granted under Schedule 4 (Guarantee and Indemnity) are and the Interim Security is, intended to guarantee and secure, respectively, all obligations arising under the Interim Finance Documents), any guarantee or Interim Security does not automatically extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Interim Finance Documents and/or any facility or amount made available under any of the Interim Finance Documents, each Obligor expressly confirms that the Obligors' Agent is authorised to confirm such guarantee and/or Interim Security on behalf of such Obligor.

(d)

For the purpose of this Clause 4, each Obligor other than the Obligors' Agent (to the extent necessary under applicable law) shall grant a specific power of attorney (notarised and apostilled to the extent necessary under applicable law) to the Obligors' Agent and comply with any necessary formalities in connection therewith.

Nature of an Interim Finance Party's Rights and Obligations

(a)

No Interim Finance Party is bound to monitor or verify any Interim Utilisation nor be responsible for the consequences of such Interim Utilisation.

(b)

The obligations of each Interim Finance Party under the Interim Finance Documents are several.

(c)

Failure by an Interim Finance Party to perform its obligations does not affect the obligations of any other Party under the Interim Finance Documents.

Echo: Interim Facilities Agreement

(d)

No Interim Finance Party is responsible for the obligations of any other Interim Finance Party under the Interim Finance Documents.

(e)

The rights of each Interim Finance Party under the Interim Finance Documents are separate and independent rights.

(f)

An Interim Finance Party may, except as otherwise stated in the Interim Finance Documents, separately enforce its rights under the Interim Finance Documents.

(g)

A debt arising under the Interim Finance Documents to an Interim Finance Party is a separate and independent debt.

(h)

Each Interim Lender will promptly notify the Obligors' Agent if it becomes aware of any matter or circumstance which would entitle it not to advance or participate in any Interim Utilisation.

Utilisation

6.1

Giving of Drawdown Requests

(a)

The Borrower may borrow an Interim Loan by giving to the Interim Facility Agent a duly completed Drawdown Request. A Drawdown Request is, once given, irrevocable.

(b)

Unless the Interim Facility Agent otherwise agrees, the latest time for receipt by the Interim Facility Agent of a duly completed Drawdown Request is 11.00 a.m. on:

(i)

for Interim Loans denominated in US Dollars, the date falling three (3) Business Days before the proposed Drawdown Date;

(ii)

for Interim Loans denominated in Euro, the date falling four (4) Business Days before the proposed Drawdown Date; and

(iii)

for Interim Loans denominated in Sterling, the date falling five (5) Business Days before the proposed Drawdown Date,

or, in each case, such later time and/or date as agreed by the Interim Facility Agent.

(c)

The Borrower may only draw twenty (20) Interim Facility B Loans.

(d)

The Interim Revolving Facility may be drawn during the Interim Revolving Facility Availability Period.

(e)

No more than eight (8) Interim Revolving Facility Loans may be outstanding at any time. Any separate Interim Revolving Facility Loans with Interest Periods ending on the same date shall be deemed one loan for these purposes.

Echo: Interim Facilities Agreement

6.2

Completion of Drawdown Requests

A Drawdown Request for an Interim Loan will not be regarded as having been duly completed unless:

(a)

in the case of an Interim Facility B Loan:

(i)

the Drawdown Date is a Business Day within the Certain Funds Period and

(ii)

the amount of such Interim Facility B Loan does not exceed the Total Interim Commitments in respect of Interim Facility B;

(b)

in the case of an Interim Revolving Facility Loan:

(i)

the Drawdown Date is a Business Day within the Interim Revolving Facility Availability Period; and

(ii)

the Base Currency Amount of the Interim Revolving Facility Loan requested (when aggregated with the Base Currency Amount of any other Interim Revolving Facility Utilisations made or due to be made on or before the proposed Drawdown Date but excluding any part of any Interim Revolving Facility Utilisation prepaid or due to be prepaid on or before the proposed Drawdown Date) does not exceed the Total Interim Revolving Facility Commitments; and

(c)

the currency of the Interim Loan complies with paragraph (f) of Clause 6.3 (Advance of Interim Loans) and the proposed Interest Period complies with paragraph (b) of Clause 8.3 (Payment of interest).

6.3

Advance of Interim Loans

(a)

The Interim Facility Agent must promptly notify each Interim Lender of the details of the requested Interim Loan and the amount of its share in that Interim Loan.

(b)

Each Interim Lender will participate in each Interim Facility B Loan in the proportion which its Interim Commitment under the applicable Interim Facility bears to the Total Interim Commitments under that Interim Facility, immediately before the making of that Interim Facility B Loan.

(c)

Each Interim Lender will participate in each Interim Revolving Facility Utilisation in the proportion which its Interim Revolving Facility Commitment bears to the Total Interim Revolving Facility Commitments immediately before the making of that Interim Revolving Facility Utilisation.

(d)

No Interim Lender is obliged to participate in any Interim Facility B Loan if as a result the Base Currency Amount of its share in the Interim Facility B Loan would exceed its Interim Commitments under the Interim Facility B.

(e)

No Interim Lender is obliged to participate in any Interim Revolving Facility Loan if as a result the Base Currency Amount of its share in the outstanding Interim Revolving Facility Utilisations (other than to the extent due to be repaid or prepaid on or before the proposed Drawdown Date) would exceed its applicable Interim Revolving Facility Commitments.

Echo: Interim Facilities Agreement

(f)

Each Interim Loan may only be denominated in the currency or currencies in which the applicable Interim Facility is stated to be available under Clause 2.1 (The Interim Facilities) above, unless otherwise agreed in writing by all the Interim Lenders under the applicable Interim Facility.

(g)

If the applicable conditions set out in this Agreement have been met, each applicable Interim Lender shall make its participation in each relevant Interim Loan available to the Interim Facility Agent for the account of the Borrower by the Drawdown Date through its Facility Office.

(h)

For the avoidance of doubt, a Drawdown Date may, at the election of the Borrower, be a date prior to the completion of the Acquisition or the date on which any payment related to the Acquisition is required to be made.

Repayment and Prepayment

7.1

Repayment

(a)

Subject to paragraph (b) of Clause 8 of Part II (Bank Guarantees) of Schedule 9 (Bank Guarantees) with respect to Bank Guarantees, each Borrower must repay all outstanding Interim Utilisations (together with all interest and all other unpaid amounts accrued or outstanding under or in connection with the Interim Finance Documents) on the earliest to occur of:

(i)

the date which falls ninety (90) days after the Interim Closing Date (the Termination Date);

(ii)

the date of receipt by the Borrower of a written demand (an Acceleration Notice) from the Interim Facility Agent following the occurrence of a Major Event of Default which is continuing in accordance with paragraph (b) below; or

(iii)

the date of receipt by the Borrower or any Group Company of the proceeds from the first utilisation made under the equivalent Long-term Financing Agreement (free of any escrow or similar arrangements), to the extent of such proceeds.

(b)

Subject to Clause 3 (The Making of the Interim Utilisations), if a Major Event of Default has occurred and is continuing the Interim Facility Agent may, but only if so directed by the Majority Interim Lenders, by service of an Acceleration Notice to the Obligors' Agent:

(i)

cancel all or any of the commitments hereunder;

(ii)

declare that all or part of any outstanding Interim Loans together with accrued interest and any other amounts accrued or outstanding be immediately due and payable, whereupon such amounts shall become immediately due and payable;

Echo: Interim Facilities Agreement

(iii)

declare that all or any part of the outstanding Interim Loans be payable on demand, whereupon the same shall become payable on demand; and/or

(iv)

require the provision of cash cover whereupon the Borrower shall immediately provide cash cover in an amount equal to the total contingent liability of the Interim Lenders under all Bank Guarantees issued under this Agreement for its account,

and any such Acceleration Notice shall take effect in accordance with its terms.

(c)

In addition and subject to paragraph (i) below, the Borrower must repay each outstanding Interim Revolving Facility Loan made to it on the last day of its Interest Period.

(d)

If an Interim Utilisation is, or is declared to be, due and payable, all interest and all other amounts accrued or outstanding in respect of that Interim Utilisation shall be immediately due and payable.

(e)

If an Interim Utilisation is, or is declared to be, due and payable on demand, all interest and all other amounts accrued or outstanding in respect of that Interim Utilisation shall be immediately due and payable on demand by the Interim Facility Agent on the instructions of the Majority Interim Lenders.

(f)

If an Interim Utilisation is, or is declared to be, due and payable, the Interim Facility Agent may, and shall if so directed by the Majority Interim Lenders, by notice to the Obligors' Agent, exercise or direct the Interim Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Interim Finance Documents.

(g)

Any part of the Interim Revolving Facility which is repaid may be redrawn in accordance with the terms of this Agreement.

(h)

Amounts repaid under the Interim Facility B may not be redrawn.

(i)

Without prejudice to the Borrower's obligation under paragraph (c) above, if one or more Interim Revolving Facility Loans are to be made available to the Borrower:

(i)

on the same day that a maturing Interim Revolving Facility Loan is due to be repaid by the Borrower;

(ii)

in the same currency as the maturing Interim Revolving Facility Loan; and

(iii)

in whole or in part for the purpose of refinancing the maturing Interim Revolving Facility Loan,

Echo: Interim Facilities Agreement

the aggregate amount of new Interim Revolving Facility Loans shall be treated as if applied in or towards repayment of the maturing Interim Revolving Facility Loan so that:

(A)

if the amount of the maturing Interim Revolving Facility Loan exceeds the aggregate amount of the new Interim Revolving Facility Loans:

(1)

the Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

(2)

each Interim Lender's participation (if any) in the new Interim Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Interim Lender's participation (if any) in the maturing Interim Revolving Facility Loan and that Interim Lender will not be required to make its participation in the new Interim Revolving Facility Loans available in cash; and

(B)

if the amount of the maturing Interim Revolving Facility Loan is equal to or less than the aggregate amount of the new Interim Revolving Facility Loans:

(1)

the Borrower will not be required to make any payment in cash; and

(2)

each Interim Lender will be required to make its participation in the new Interim Revolving Facility Loans available in cash only to the extent that its participation (if any) in the new Interim Revolving Facility Loans exceeds that Interim Lender's participation (if any) in the maturing Interim Revolving Facility Loan and the remainder of that Interim Lender's participation in the new Interim Revolving Facility Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Interim Lender's participation in the maturing Interim Revolving Facility Loan.

7.2

Prepayment

(a)

The Borrower may prepay the whole or any part of any outstanding Interim Utilisation (including, for the avoidance of doubt, the whole or any part of any outstanding Interim Utilisation owed to a particular Interim Lender to the extent provided for by the terms of this Agreement), together with accrued but unpaid interest, at any time, on giving one (1) Business Day’s prior notice in writing to the Interim Facility Agent.

(b)

Any part of the Interim Revolving Facility which is prepaid pursuant to paragraph (a) above may be redrawn in accordance with the terms of this Agreement.

(c)

Amounts prepaid under the Interim Facility B may not be redrawn.

Echo: Interim Facilities Agreement

7.3

Cancellation

Unless otherwise agreed by the Majority Interim Lenders, the undrawn Interim Commitments of each Interim Lender will be automatically cancelled on the date on which (a) the Long-term Financing Agreements with commitments in an aggregate principal amount of not less than the Interim Commitments are signed and (b) the Financial Adviser have provided their written consent to such cancellation (acting reasonably taking into account the Financial Adviser’s obligations under Rules 2.7(d) and 24.8 of the City Code).

Interest

8.1

Calculation of interest

(a)

The rate of interest applicable to a Term Rate Loan for a particular Interest Period shall be the rate per annum determined by the Interim Facility Agent to be the sum of:

(i)

the applicable Margin; and

(ii)

the applicable Term Reference Rate for that Interest Period.

(b)

The rate of interest applicable to a Compounded Rate Loan for any day during a particular Interest Period shall be the rate per annum determined by the Interim Facility Agent to be the sum of:

(i)

the applicable Margin; and

(ii)

the applicable Compounded Reference Rate for that day.

(c)

Interest will accrue daily and shall be calculated on the basis of a 365 day year in the case of Interim Loans denominated in Sterling and a 360 day year in the case of Interim Loans denominated in any other currency (or in either case on the basis of such other calculation period as market convention dictates). If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

(d)

When calculating the applicable Margin for the purposes of paragraphs (a) or (b) above, amounts outstanding under each Interim Facility B Loan will be deemed to be outstanding under the Interim Term Loan Facility until the Interim Term Loan Facility Commitments have been utilised in full and only thereafter will the remaining amounts outstanding under each Interim Facility B Loan (if any) be deemed to be outstanding under the Interim Cash Flow Facility.

Echo: Interim Facilities Agreement

8.2

Change of Reference Rate

(a)

Subject to paragraphs (b) and (d) below, on and from the Rate Switch Date for a Rate Switch Currency:

(i)

use of the applicable Compounded Reference Rate will replace the use of the applicable Term Reference Rate for the calculation of interest on any Interim Loan in that Rate Switch Currency; and

(ii)

any Interim Loan in that Rate Switch Currency shall be a “Compounded Rate Loan” and paragraph (b) of Clause 8.1 (Calculation of Interest) shall apply to each such Interim Loan.

(b)

If the Rate Switch Date for a Rate Switch Currency falls before the last day of an Interest Period for a Term Rate Loan in that currency:

(i)

that Interim Loan shall continue to be a Term Rate Loan for that Interest Period and paragraph (a) of Clause 8.1 (Calculation of Interest) shall continue to apply to that Interim Loan for that Interest Period;

(ii)

any provision of this Agreement which is expressed to relate to a Compounded Rate Currency shall not apply in relation to that Interim Loan for that Interest Period; and

(iii)

on and from the first day of the next Interest Period (if any) for that Interim Loan:

(A)

that Interim Loan shall be a “Compounded Rate Loan”; and

(B)

paragraph (b) of Clause 8.1 (Calculation of Interest) shall apply to that Loan.

(c)

Following the occurrence of a Rate Switch Trigger Event for a Rate Switch Currency, the Interim Facility Agent shall:

(i)

promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Company and the Interim Lenders of that occurrence;

(ii)

promptly upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that Rate Switch Trigger Event, notify the Company and the Interim Lenders of that date; and

(iii)

promptly upon becoming aware of the Rate Switch Date for that Rate Switch Currency, notify the Company and the Interim Lenders of that date.

(d)

Notwithstanding anything to the contrary in any Interim Finance Document:

(i)

in respect of interest accruing on an Interim Loan denominated in US Dollars for an Interest Period, the Company may notify the Interim Facility Agent that such Interim Loan shall be a Compounded Rate Loan or a USD Term Rate Loan for that Interest Period (and following such a notification the relevant Loan shall be deemed to be a Compounded Rate Loan or, as the case may be, a USD Term Rate Loan for the applicable Interest Period for all purposes under the Interim Finance Documents); and

Echo: Interim Facilities Agreement

(ii)

if no such notification is given to the Interim Facility Agent in respect of an Interim Loan denominated in US Dollars for an Interest Period the relevant Interim Loan shall be deemed to be a USD Term Rate Loan for that Interest Period.

8.3

Payment of interest

(a)

The period for which each Interim Loan is outstanding shall be divided into successive interest periods (each, an Interest Period) (save that for each Interim Revolving Facility Loan there shall only be one Interest Period), each of which will start on the expiry of the previous Interest Period or, in the case of the first Interest Period for an Interim Facility B Loan (or the Interest Period for each Interim Revolving Facility Loan), on the relevant Drawdown Date.

(b)

The Borrower shall select an Interest Period of one (1), three (3) or six (6) months or any other period ending on the Termination Date (or any other period agreed with the Interim Facility Agent) in each Drawdown Request and (in relation to subsequent Interest Periods for the Interim Facility B Loans) thereafter no later than 11.00 a.m. one (1) Business Day prior to the last day of the then current Interest Period.

(c)

If the Borrower does not select an Interest Period for an Interim Loan, the default Interest Period shall (subject to paragraph (e) below) be one (1) month (or, if earlier, a period ending on the Termination Date).

(d)

The Borrower must pay accrued interest on each Interim Loan made to it on the last day of each Interest Period in respect of that Interim Loan (or, in each case in relation to a Compounded Rate Loan, if later than the last day of the relevant Interest Period, the date falling 3 Business Days from the date on which the Interim Facility Agent notifies the Company in writing of the amount of the relevant interest to be paid) and on any date on which that Interim Loan is repaid or prepaid.

(e)

Notwithstanding paragraphs (a), (b) and (c) above, no Interest Period will extend beyond the Termination Date.

(f)

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not), provided that no Interest Period will extend beyond the Termination Date.

8.4

Interest on overdue amounts

(a)

If the Borrower fails to pay when due any amount payable by it under the Interim Finance Documents, it must immediately on demand by the Interim Facility Agent pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.

(b)

Interest on an overdue amount is payable at a rate determined by the Interim Facility Agent to be one (1) per cent. per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted part of that Interim Loan.

Echo: Interim Facilities Agreement

(c)

Interest (if unpaid) on an overdue amount will be compounded with that overdue amount on the last day of each Interest Period (or such duration as selected by the Interim Facility Agent acting reasonably) to the extent permitted under any applicable law and regulation.

8.5

Interest calculation

(a)

Interest shall be paid in the currency of the relevant Interim Loan and shall accrue from day to day and be calculated on the basis of the actual number of days elapsed and a 360 day year (or, where practice in the relevant interbank market differs, in accordance with that market practice).

(b)

The Interim Facility Agent shall promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

8.6

Changes to Published Rates

(a)

If:

(i)

a Published Rate Replacement Event has occurred in relation to any Published Rate for a currency which can be selected for an Interim Loan; or

(ii)

the Company otherwise requests any amendment or waiver to provide for an additional or alternative benchmark rate, base rate or reference rate to apply in respect of any Interim Facility (or any related, similar or equivalent matter), including, without limitation, any amendment or waiver in relation to (A) the definition of a Published Rate, (B) an alternative or additional page, service or method for the determination of a Published Rate, (C) aligning any term of an Interim Finance Document to the use of an alternative or additional benchmark rate, base rate or reference rate, (D) adjustments in connection with the basis, duration, time and periodicity for determination of an alternative or additional benchmark rate, base rate or reference rate for any period and (E) any other consequential, related and/or incidental changes,

any amendment or waiver which relates to:

(A)

providing for the use of a Replacement Benchmark;

(B)

aligning any provision of any Interim Finance Document to the use of a Replacement Benchmark;

(C)

enabling a Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable a Replacement Benchmark to be used for the purposes of this Agreement);

Echo: Interim Facilities Agreement

(D)

implementing market conventions applicable to a Replacement Benchmark;

(E)

providing for appropriate fallback (and market disruption) provisions for a Replacement Benchmark;

(F)

adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of a Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall (if the Company so elects in its sole discretion) be determined on the basis of that designation, nomination or recommendation);

(G)

aligning the means of calculation of interest on a Compounded Rate Loan in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:

(1)

relates to the use of an RFR on a compounded basis in the international or any relevant domestic syndicated loan markets; and

(2)

is issued on or after the date of this Agreement; or

(H)

any other matter requested by the Company pursuant to paragraph (ii) above (including, for the avoidance of doubt, any changes that the Company proposes as necessary or desirable in connection with and/or to facilitate the implementation and use of any Replacement Benchmark),

may be made with the consent of the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders or, where applicable, in accordance with paragraph (b) below) and the Company.

(b)

In the case of any amendment or waiver requested by the Company pursuant to paragraph (a) above, the Interim Facility Agent shall provide its consent to that amendment or waiver if:

(i)

the Interim Facility Agent determines (acting reasonably) that the relevant Replacement Benchmark the subject of that amendment or waiver is generally accepted as a then-prevailing market convention for determining a rate of interest for loans of the type provided for under this Agreement in the European, London or any other domestic market in the relevant currency (provided that, for the avoidance of doubt, the relevant Replacement Benchmark shall automatically be considered a then-prevailing market convention if it is consistent in all material respects with the benchmark rate, base rate or reference rate used in any other substantially equivalent financing syndicated or placed in the European, London or any other relevant domestic loan market or any Loan Market Association form of facilities agreement); or

Echo: Interim Facilities Agreement

(ii)

the Majority Interim Lenders (acting reasonably) have consented to that amendment or waiver.

(c)

In this Clause 8.6:

Published Rate means:

(i)

an RFR;

(ii)

Term SOFR; or

(iii)

a Screen Rate.

Published Rate Replacement Event means, in relation to a Published Rate:

	(i)	the methodology, formula or other means of determining that Published Rate has, in the opinion of the Interim Facility Agent and the Company, materially changed;

	(ii)

(A)

the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent or information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

(B)

the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(C)

the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or

(D)

the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or

(iii)

in the opinion of the Interim Facility Agent and the Company, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

Echo: Interim Facilities Agreement

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Replacement Benchmark means a benchmark rate, base rate or reference rate which is:

(i)

formally designated, nominated or recommended as the replacement for a Published Rate by:

(A)

the administrator of that Published Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Published Rate); or

(B)

any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark” will be the replacement under paragraph (B) above;

(ii)

in the opinion of the Interim Facility Agent and the Company, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Published Rate;

(iii)

in the opinion of the Interim Facility Agent and the Company, an appropriate successor to a Published Rate; or

(iv)

proposed by the Company and either:

(A)

used in any other substantially equivalent financing syndicated or placed in the European, London or any other relevant domestic loan market, any Loan Market Association form of facilities agreement, any facilities agreement of a member of the Group or any facilities agreement under which the Interim Facility Agent is a facility or administrative agent (howsoever described); or

(B)

otherwise practicable for the Interim Facility Agent to administer (as reasonably determined by the Interim Facility Agent).

The Interim Finance Parties shall be required to enter into any amendment to or replacement of the Interim Finance Documents required by the Company in order to facilitate or reflect any of the matters contemplated by this Clause 8.6. The Interim Facility Agent is irrevocably authorised and instructed by each Interim Finance Party to execute any such amended or replacement Interim Finance Documents (and shall do so on the request of the Company). The Company shall, or shall procure that another member of the Group will, within 20 Business Days of demand, reimburse the Interim Facility Agent for all reasonable fees and disbursements of legal counsel (as appointed with the prior approval of the Company) properly incurred by the Interim Facility Agent in connection with any amendment or wavier requested by the Company pursuant to this Clause 8.6 (in each case subject always to limits as agreed from time to time). No member of the Group shall be required to pay any other fees, costs, expenses or other amounts relating to or arising in connection with any of the matters contemplated by this Clause 8.6.

Echo: Interim Facilities Agreement

Market Disruption

9.1

Absence of quotations

Subject to Clause 9.2 (Market Disruption Notice), if EURIBOR or, as the case may be, any Base Rate is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 12.00 noon (or 12.00 noon (Brussels time) in the case of EURIBOR) on the Quotation Day, the applicable EURIBOR or, as the case may be, Base Rate shall be determined on the basis of the quotations of the remaining Reference Banks.

9.2

Market Disruption Notice

If, in relation to any Term Rate Loan (other than a USD Term Rate Loan) (a Disrupted Loan):

(a)

EURIBOR or, as the case may be, any Base Rate is to be determined by reference to rates supplied by Reference Banks and none or only one of the Reference Banks supplies a rate by 12.00 noon (or 12.00 noon (Brussels time) in the case of EURIBOR) on the Quotation Day; or

(b)

before close of business in London on the Quotation Day for the relevant Interest Period, Interim Lenders whose participations in that Disrupted Loan exceed in aggregate 50 per cent. of the amount of that Disrupted Loan notify the Interim Facility Agent that by reason of circumstances affecting the relevant interbank market generally the cost to those Interim Lenders of obtaining matching deposits in the relevant interbank market would be in excess of EURIBOR or, as the case may be, the applicable Base Rate,

the Interim Facility Agent will promptly give notice of that event to the Obligors' Agent and the Interim Lenders (a Market Disruption Notice).

9.3

Alternative Rate

If a Market Disruption Notice is given in respect of a Disrupted Loan the interest rate applicable on each Interim Lender’s participation in that Disrupted Loan for the relevant Interest Period will be the rate certified by that Interim Lender to the Interim Facility Agent (as soon as reasonably practicable and in any event before interest is due to be paid in respect of that Interest Period) to be its cost of funds (from any source which it may reasonably select) plus the applicable Margin.

9.4

Break Costs

(a)

The Company shall pay (or shall procure that a member of the Group pays) to each Interim Lender within ten Business Days of demand by such Interim Lender an amount equal to the amount of any Break Costs incurred by such Interim Lender and attributable to a Term Rate Loan (other than a USD Term Rate Loan) being paid by the Company other than on the last day of an Interest Period for that Term Rate Loan.

Echo: Interim Facilities Agreement

(b)

Each Interim Lender shall, as soon as reasonably practical, provide to the Company a certificate confirming the amount of any Break Costs together with reasonable detail of the calculation.

10.

Taxes

10.1

Gross-up

(a)

Each Obligor must make all payments under the Interim Finance Documents without any Tax Deduction, unless a Tax Deduction is required by applicable law.

(b)

If the Obligors' Agent or an Interim Lender becomes aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), it shall promptly notify the Interim Facility Agent. If the Interim Facility Agent receives such notification from an Interim Lender it shall promptly notify the Obligors' Agent and (if different) the relevant Obligor. If the Interim Facility Agent receives such notification from the Obligors’ Agent it shall promptly notify the relevant Interim Lender.

(c)

Each Interim Lender shall promptly provide to the Interim Facility Agent (if requested by the Interim Facility Agent):

(i)

a written confirmation that it is or, as the case may be, is not, a Qualifying Interim Lender; and

(ii)

such documents and other evidence as the Interim Facility Agent may reasonably require to support any confirmation given pursuant to sub-paragraph (i) above,

and until such time as an Interim Lender has complied with any request pursuant to this paragraph (c), the Interim Facility Agent and each Obligor shall be entitled to treat such Interim Lender as not being a Qualifying Interim Lender for all purposes under the Interim Finance Documents.

(d)

If any Tax Deduction is required by law to be made by an Obligor from any payment under an Interim Finance Document:

(i)

except as provided in Clause 10.2 (Exceptions from gross-up), the amount of the payment due from that Obligor under an Interim Finance Document will be increased to an amount which (after taking into account any Tax Deduction) leaves an amount equal to the amount which would have been due if no Tax Deduction had been required; and

(ii)

the relevant Obligor will:

(A)

ensure that the Tax Deduction and any payment required in connection with it does not exceed the minimum amount required by law;

Echo: Interim Facilities Agreement

(B)

make the Tax Deduction and any payment required in connection with such tax deduction within the time allowed by law; and

(C)

within thirty (30) days of making any Tax Deduction or any payment to the relevant Tax authorities required in connection with it, deliver to the Interim Facility Agent (for the Interim Finance Party entitled to the payment) evidence satisfactory to that Interim Finance Party (acting reasonably and in good faith) that such Tax Deduction has been made or (as applicable) such payment paid to the appropriate authority, provided that the relevant Obligor will not be in breach of this sub-paragraph (C) if it delivers such evidence as soon as reasonably practicable after the expiry of such period.

(e)

Each Interim Lender shall co-operate with each Obligor that makes a payment to that Interim Lender in completing, or assisting with the completion of, all procedural formalities necessary for that Obligor to obtain authorisation to make a payment either without a Tax Deduction or, where a payment cannot be made without a Tax Deduction, with a reduced Tax Deduction, and maintain or re-obtain that authorisation where an authorisation expires or otherwise ceases to have effect.

(f)

If:

(i)

a Tax Deduction should have been made in respect of a payment made by or on account of an Obligor to an Interim Lender under an Interim Finance Document;

(ii)

either:

(A)

the relevant Obligor (or the Interim Facility Agent, if it is the applicable withholding agent) was unaware, and could not reasonably be expected to have been aware, that the Tax Deduction was required and as a result does not make the Tax Deduction or made a Tax Deduction at a reduced rate;

(B)

in reliance on the notifications and confirmation provided pursuant to Clause 10.5 (Interim Lender Status Confirmation), the relevant Obligor did not make such Tax Deduction or made a Tax Deduction at a reduced rate; or

(C)

any Finance Party has not complied with its obligation under paragraphs (b) or (c) above and as a result the relevant Obligor did not make the Tax Deduction or made a Tax Deduction at a reduced rate; and

(iii)

the relevant Obligor would not have been required to make an increased payment under paragraph (d) above in respect of that Tax Deduction,

Echo: Interim Facilities Agreement

then the Interim Lender that received the payment in respect of which the Tax Deduction should have been made or made at a higher rate undertakes to promptly reimburse the Obligor for the amount of the Tax Deduction that should have been made (including any penalty, interest or expenses payable in connection with any failure to pay or any delay in paying any of the same). Any Group Company shall be entitled to set-off any amount or payment due from an Interim Lender pursuant to this paragraph (f) against any amount or payment owed by a Group Company (and, in the event of any such set-off by a Group Company, for the purposes of the Interim Finance Documents, the Interim Facility Agent or, as the case may be, the Interim Security Agent shall treat such set-off as reducing only amounts due to the relevant Interim Lender).

10.2

Exceptions from gross-up

No Obligor is required to make any increased payment to an Interim Lender in respect of a Tax Deduction under Clause 10.1 (Gross-up) if on the date the payment falls due:

(a)

that Interim Lender is not or has ceased to be a Qualifying Interim Lender (unless that Interim Lender has ceased to be a Qualifying Interim Lender as a result of a Change of Law);

(b)

such Tax Deduction is the result of, or has been increased by, that Interim Lender's failure to comply with its obligations under paragraph (e) of Clause 10.1 (Gross-up); or

(c)

the Tax Deduction is imposed due to the payment being made to a Non-Cooperative Jurisdiction Lender.

10.3

Tax indemnity

(a)

The Obligors' Agent shall pay (or procure payment) (within five (5) Business Days of written demand by the Interim Facility Agent) to an Interim Finance Party an amount equal to the loss, liability or cost which that Interim Finance Party determines (acting reasonably and in good faith) will be or has been suffered for or on account of Tax by that Interim Finance Party in relation to a payment received or receivable from an Obligor under an Interim Finance Document as a result of a Change of Law.

(b)

Paragraph (a) above shall not apply:

(i)

to any Tax assessed on an Interim Finance Party under the law of the jurisdiction or jurisdictions (or any political subdivision thereof) in which:

(A)

that Interim Finance Party is incorporated or, if different, in which that Interim Finance Party is treated as resident for tax purposes; or

(B)

that Interim Finance Party's Facility Office or other permanent establishment is located in respect of amounts received or receivable under the Interim Finance Documents in that jurisdiction (or in respect of amounts attributable or allocable to the permanent establishment),

Echo: Interim Facilities Agreement

if that Tax is imposed on or calculated by reference to the income, profits or gains received or receivable by that Interim Finance Party or by reference to net worth or if that Tax is considered a franchise Tax (imposed in lieu of net income Tax) or a branch profits or similar Tax; or

(ii)

to the extent a loss or liability:

(A)

is compensated for by payment of an amount under Clause 10.1 (Gross-up);

(B)

would have been compensated for by payment of an increased amount under Clause 10.1 (Gross-up) but was not so compensated because any of the exclusions in Clause 10.2 (Exceptions from gross-up) applied;

(C)

is compensated for by payment of an amount under Clause 10.6 (Stamp Taxes) or Clause 10.7 (Value added taxes) or would have been compensated for by payment of an increased amount under such Clauses but was not so compensated because any of the exclusions in such Clauses applied;

(D)

is suffered or incurred by an Interim Lender as a result of such Interim Lender's failure to comply with its obligations under Clause 10.5 (Interim Lender Status Confirmation);

(E)

is increased as a result of the Interim Finance Party not complying with paragraph (c) below;

(F)

(for the avoidance of doubt) is suffered or incurred in respect of any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy);

(G)

relates to a FATCA Deduction required to be made by a party; or

(H)

is imposed due to the payment being made to a Non-Cooperative Jurisdiction Lender.

(c)

An Interim Finance Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Obligors' Agent and the Interim Facility Agent on becoming aware of the event which has given, or will give, rise to the claim.

Echo: Interim Facilities Agreement

10.4

Tax Credit

If an Obligor pays an additional amount under Clause 10.1 (Gross-up) or Clause 10.3 (Tax indemnity) and an Interim Finance Party determines (acting reasonably and in good faith) that it (or one of its Affiliates) has, either on a standalone or an affiliated basis, received and utilised a Tax Credit of similar Tax benefit attributable to that payment or the Tax giving rise to that payment, that Interim Finance Party and/or the applicable Affiliate shall pay to that Obligor within five (5) Business Days upon the utilisation of any Tax Credit or similar Tax benefit an amount which that Interim Finance Party determines (acting reasonably and in good faith), providing such evidence to the Obligor in respect of such amounts as the Obligor may reasonably request in writing, will leave such Interim Finance Party or the applicable Affiliate (after that payment by it) in the same after-Tax position as it would have been in if the payment of that additional amount by that Obligor had not been required to be made.

10.5

Interim Lender Status Confirmation

(a)

Each Original Interim Lender shall confirm in Schedule 11 (The Original Interim Lenders) which of the following categories it falls in:

(i)

not a Qualifying Interim Lender;

(ii)

a Qualifying Interim Lender (other than by virtue of being a Treaty Interim Lender); or

(iii)

a Qualifying Interim Lender by virtue of being a Treaty Interim Lender (on the assumption that all procedural formalities have been completed),

and each Original Interim Lender shall also confirm that it is not a Non-Cooperative Jurisdiction Lender on the date of this Agreement.

(b)

Each Interim Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, which of the following categories it falls in:

(i)

not a Qualifying Interim Lender;

(ii)

a Qualifying Interim Lender (other than by virtue of being a Treaty Interim Lender); or

(iii)

a Qualifying Interim Lender by virtue of being a Treaty Interim Lender (on the assumption that all procedural formalities have been completed); and

such Interim Lender shall also confirm that it is not a Non-Cooperative Jurisdiction Lender.

(c)

If a New Interim Lender or Increase Lender fails to indicate its status in accordance with this Clause 10.5 then such New Interim Lender or Increase Lender (as applicable) shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Interim Lender until such time as it notifies the Interim Facility Agent which category applies (and the Interim Facility Agent, upon receipt of such notification, shall promptly inform the Obligors' Agent).

Echo: Interim Facilities Agreement

(d)

For the avoidance of doubt, a Transfer Certificate, Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of an Interim Lender to comply with this Clause 10.5.

(e)

Each Interim Lender which must complete procedural formalities in order to receive payments under this Agreement without a Tax Deduction being imposed or with a minimum Tax Deduction under applicable law, shall notify the Interim Facility Agent and the Obligor promptly on completion of all such formalities.

10.6

Stamp Taxes

The Obligors' Agent shall pay (or shall procure payment) (within five (5) Business Days of written demand by the Interim Facility Agent) and indemnify each Interim Finance Party against all losses, costs and liabilities which that Interim Finance Party (directly or indirectly) suffers or incurs in relation to any stamp duty, registration, documentary or other similar transfer Tax payable in respect of any Interim Finance Document except for:

(a)

(for the avoidance of doubt) any such Tax payable in respect of any transfer, assignment, novation, sub-participation, sub-contract or other disposal of an Interim Finance Party's rights or obligations (or part thereof) under an Interim Finance Document; or

(b)

any such Tax to the extent it becomes payable upon a voluntary registration made by any Interim Finance Party if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such Interim Finance Party under an Interim Finance Document.

10.7

Value added taxes

(a)

All amounts expressed to be payable under an Interim Finance Document by any party to an Interim Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies and accordingly, subject to paragraph (b) below if VAT is or becomes chargeable on any supply or supplies made by any Interim Finance Party to any party in connection with an Interim Finance Document: (i) if such Interim Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Interim Finance Party (in addition to and at the same time as paying the consideration for that supply or supplies) an amount equal to the amount of the VAT (upon such Interim Finance Party providing an appropriate VAT invoice to such party); or (ii) if such Party is required to directly account for such VAT under the reverse charge procedure provided for by any relevant VAT provisions of the jurisdiction in which such party receives such supply, then such Party shall account for the VAT at the appropriate rate (and the relevant Interim Finance Party must promptly provide an appropriate VAT invoice to such Party stating that the amount is charged in respect of a supply that is subject to VAT but that the reverse charge procedure applies).

Echo: Interim Facilities Agreement

(b)

If VAT is or becomes chargeable on any supply made by any Interim Finance Party (the Supplier) to any other Interim Finance Party (the Recipient) under an Interim Finance Document, and any party other than the Recipient (the Relevant Party) is required by the terms of any Interim Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient determines (acting reasonably and in good faith) relates to the VAT chargeable on that supply; and

(ii)

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient determines (acting reasonably and in good faith) that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)

Where an Interim Finance Document requires any party to reimburse or indemnify an Interim Finance Party for any costs or expenses, that party shall reimburse or indemnify (as the case may be) the Interim Finance Party against any VAT incurred by the Interim Finance Party in respect of the costs or expenses, to the extent that the Interim Finance Party determines (acting reasonably and in good faith) that neither it nor any group of which it is a member for VAT purposes is entitled to credit or receive repayment in respect of the VAT from the relevant tax authority.

(d)

Any reference in Clause 10.7 to any party shall, at any time when such party is treated as a member of a group or fiscal unity for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(e)

In relation to any supply made by an Interim Finance Party to any party under an Interim Finance Document, if reasonably requested by such Interim Finance Party, that party must promptly provide such Interim Finance Party with details of that party's VAT registration and such other information as is reasonably requested in connection with such Interim Finance Party's VAT reporting requirements in relation to such supply.

Echo: Interim Facilities Agreement

(f)

Where an Interim Finance Party (or any of its Affiliates) has an option available to it under applicable VAT law whether or not to subject a supply or service to VAT, it shall not subject such supply or service to VAT without the prior written consent of the recipient of such supply or service (such consent not to be unreasonably withheld).

10.8

FATCA information

(a)

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party;

(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation or exchange of information regime.

(b)

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)

Paragraph (a) above shall not oblige any Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraphs (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Interim Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

Echo: Interim Facilities Agreement

10.9

FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Obligors' Agent and the Interim Facility Agent, and the Interim Facility Agent shall notify the other Interim Finance Parties.

11.

Increased Costs

11.1

Increased Costs

(a)

If the introduction of, or a change in, or a change in the interpretation, administration or application of, any law, regulation or treaty occurring after the date on which it becomes Party, or compliance with any law, regulation or treaty made after the date on which it becomes Party, results in any Interim Finance Party (a Claiming Party) or any Affiliate of it incurring any Increased Cost (as defined in paragraph (c) below):

(i)

the Claiming Party will notify the Obligors' Agent and the Interim Facility Agent of the circumstances giving rise to that Increased Cost as soon as reasonably practicable after becoming aware of it and will as soon as reasonably practicable provide a certificate confirming the amount of that Increased Cost with (to the extent available) appropriate supporting evidence; and

(ii)

within five (5) Business Days of demand by the Claiming Party, the Obligors' Agent will (or shall procure that another Group Company will) pay to the Claiming Party the amount of any Increased Cost incurred by it (or any Affiliate of it).

(b)

No Group Company will be obliged to compensate any Claiming Party under paragraph (a) above in relation to any Increased Cost:

(i)

to the extent already compensated for by a payment under Clause 10 (Taxes) (or would have been so compensated but for an exclusion in Clauses 10.2 (Exceptions from gross-up), 10.3 (Tax indemnity), 10.6 (Stamp Taxes) or 10.7 (Value added taxes));

(ii)

attributable to the breach by the Claiming Party of any law, regulation or treaty or any Interim Finance Document;

(iii)

attributable to a Tax Deduction required by law to be made by an Obligor;

Echo: Interim Facilities Agreement

(iv)

attributable to any penalty having been imposed by the relevant central bank or monetary or fiscal authority upon the Claiming Party (or any Affiliate of it) by virtue of its having exceeded any country or sector borrowing limits or breached any directives imposed upon it;

(v)

attributable to the implementation or application of or compliance with

(A)

the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment to Basel II arising out of Basel III (as defined in paragraph (b)(C) below)) (Basel II) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Interim Finance Party or any of its Affiliates);

(B)

"Basel III: A global regulatory framework for more resilient banks and banking systems" and "Basel III: International framework for liquidity risk measurement, standards and monitoring" published by the Basel Committee on Banking Supervision in December 2010 in the form existing on the date of this Agreement (Basel III) or any other law or regulation which implements Basel III (whether such implementation, application or compliance is by a government, regulator, Interim Finance Party or any of its Affiliates);

(C)

the prudential rules for banks, building societies and investment firms contained in the Capital Requirements Directive (2013/36/EN) and Capital Requirements Regulation (575/2014) (CRD IV) or any other law or regulation which implements CRD IV (whether such implementation, application or compliance is by a government, regulator, Interim Finance Party or any of its Affiliates and, for the avoidance of doubt, including for this purpose any related, similar or equivalent rule, law or regulation of the United Kingdom, whether as a result of the European Union (Withdrawal) Act 2018 or otherwise); or

(D)

any guidelines and standards published by the Basel Committee on Banking Supervision regarding capital requirements, leverage ratio and liquidity standards applicable to banks, following Basel III (Basel IV) or any other law or regulation which implements Basel IV (whether such implementation, application or compliance is by a government, regulator, Interim Finance Party or any of its Affiliates);

(vi)

attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy);

(vii)

attributable to a FATCA Deduction required to be made by a Party; or

Echo: Interim Facilities Agreement

(viii)

not notified to the Obligors' Agent in accordance with paragraph (a)(i) above.

(c)

In this Agreement Increased Cost means:

(i)

an additional or increased cost;

(ii)

a reduction in any amount due, paid or payable to the Claiming Party under any Interim Finance Document; or

(iii)

a reduction in the rate of return from an Interim Facility or on the Claiming Party's (or its Affiliates') overall capital,

suffered or incurred by a Claiming Party (or any Affiliate of it) as a result of it having entered into or performing its obligations under any Interim Finance Document or making or maintaining its participation in any Interim Loan or Bank Guarantee.

11.2

Mitigation

(a)

If circumstances arise which entitle an Interim Finance Party:

(i)

to receive payment of an additional amount under Clause 10 (Taxes);

(ii)

to demand payment of any amount under Clause 11.1 (Increased Costs); or

(iii)

to require cancellation or prepayment to it of any amount under Clause 11.3 (Illegality) (including for the avoidance of doubt if an Interim Finance Party is not obliged to fund in circumstances where paragraph (b)(iii) of Clause 3.1 (Conditions Precedent) applies),

then that Interim Finance Party will, in consultation with the Obligors' Agent, take all reasonable steps to mitigate the effect of those circumstances (including by transferring its rights and obligations under the Interim Finance Documents to an Affiliate or changing its Facility Office or transferring its Interim Commitments and participation (if any) in each Interim Utilisation for cash at par plus all accrued but unpaid interest thereon to another bank, financial institution or other person nominated for such purpose by the Obligors' Agent).

(b)

No Interim Finance Party will be obliged to take any such steps or action if to do so is likely in its opinion (acting in good faith) to be unlawful or to have an adverse effect on its business, operations or financial condition or breach its banking policies or require it to disclose any confidential information.

(c)

The Obligors' Agent shall (or shall procure that another Group Company will), within five (5) Business Days of demand by the relevant Interim Finance Party, indemnify such Interim Finance Party for any costs or expenses reasonably incurred by it as a result of taking any steps or action under this Clause 11.2.

(d)

This Clause 11.2 does not in any way limit, reduce or qualify the obligations of the Obligors' Agent under the Interim Finance Documents.

Echo: Interim Facilities Agreement

11.3

Illegality

If it is or will become unlawful in any applicable jurisdiction for an Interim Finance Party to participate in an Interim Facility, maintain its Interim Commitment or participation in any Interim Utilisation or perform any of its obligations under any Interim Finance Documents, then:

(a)

that Interim Finance Party shall promptly so notify the Interim Facility Agent and the Obligors' Agent upon becoming aware of that event; and

(b)

following such notification, the Obligors' Agent shall (or shall procure that a Group Company will) prepay that Interim Finance Party's participation in all outstandings under the relevant Interim Facility (together with any related accrued interest) and pay (or procure payment of) all other amounts due to that Interim Finance Party under the Interim Finance Documents and that Interim Finance Party's Interim Commitment will be cancelled, in each case, to the extent necessary to cure the relevant illegality and, on the date specified by that Interim Finance Party in such notice (being the last Business Day immediately prior to the illegality taking effect or the latest date otherwise allowed by the relevant law (taking into account any applicable grace period)) unless otherwise agreed or required by the Obligors' Agent, provided that on or prior to such date the Obligors' Agent shall have the right to require that Interim Lender to transfer its Interim Commitments and participation in each Interim Utilisation to another bank, financial institution or other person nominated for such purpose by the Obligors' Agent which has agreed to purchase such rights and obligations at par plus accrued interest.

12.

Payments

12.1

Place

(a)

Unless otherwise specified in an Interim Finance Document, on each date on which payment is to be made by any Party (other than the Interim Facility Agent) under an Interim Finance Document, such Party shall pay, in the required currency, the amount required to the Interim Facility Agent, for value on the due date at such time and in such funds as the Interim Facility Agent may specify to the Party concerned as being customary at that time for settlement of transactions in the relevant currency in the place of payment. All such payments shall be made to the account specified by the Interim Facility Agent for that purpose in the principal financial centre of the country of the relevant currency (or in relation to Euro and US Dollars, London).

(b)

Each payment received by the Interim Facility Agent under the Interim Finance Documents for another Party shall, subject to paragraphs (c) and (d) below and to Clause 12.3 (Assumed receipt), be made available by the Interim Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of an Interim Lender, for the account of its Facility Office), to such account as that Party may notify to the Interim Facility Agent by not less than five (5) Business Days' notice with a bank in the principal financial centre of the country of that currency (or, in relation to Euro and US Dollars, London).

Echo: Interim Facilities Agreement

(c)

The Interim Facility Agent may with the consent of the Obligors' Agent (or in accordance with Clause 19 (Set-Off)) apply any amount received by it for the Borrower in or towards payment (as soon as practicable after receipt) of any amount then due and payable by the Borrower under the Interim Finance Documents or in or towards purchase of any amount of any currency to be so applied.

(d)

Each Agent may deduct from any amount received by it for another Party any amount due to such Agent from that other Party but unpaid and apply the amount deducted in payment of the unpaid debt owed to it.

12.2

Currency of payment

(a)

Subject to paragraphs (b) to (e) (inclusive) below, US Dollars is the currency of account and payment of any sum due from an Obligor under any Interim Finance Documents shall be made in US Dollars.

(b)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes were incurred.

(c)

Each repayment of an Interim Utilisation or overdue amount or payment of interest thereon shall be made in the currency of the Interim Utilisation or overdue amount.

(d)

Each payment under Clauses 10.1 (Gross-up), 10.3 (Tax indemnity) or 11.1 (Increased Costs) shall be made in the currency specified by the Interim Finance Party making the claim (being the currency in which the Tax or losses were incurred).

(e)

Any amount expressed in the Interim Finance Documents to be payable in a particular currency shall be paid in that currency.

12.3

Assumed receipt

(a)

Where an amount is or is required to be paid to the Interim Facility Agent under any Interim Finance Document for the account of another person (the Payee), the Interim Facility Agent is not obliged to pay that amount to the Payee until the Interim Facility Agent is satisfied that it has actually received that amount.

(b)

If the Interim Facility Agent nonetheless pays that amount to the Payee (which it may do at its discretion) and the Interim Facility Agent had not in fact received that amount, then the Payee will on demand refund that amount to the Interim Facility Agent (together with interest on that amount at the rate determined by the Interim Facility Agent to be equal to the cost to the Interim Facility Agent of funding that amount for the period from payment by the Interim Facility Agent until refund to the Interim Facility Agent of that amount), provided that no Obligor will have any obligation to refund any such amount received from the Interim Facility Agent and paid by it (or on its behalf) to any third party for a purpose set out in Clause 3.3 (Purpose).

Echo: Interim Facilities Agreement

12.4

No set-off or counterclaim

All payments made or to be made by an Obligor under the Interim Finance Documents must be paid in full without (and free and clear of any deduction for) set-off or counterclaim (save to the extent contemplated in Clause 10 (Taxes).

12.5

Business Days

(a)

If any payment would otherwise be due under any Interim Finance Document on a day which is not a Business Day, that payment shall be due on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)

During any such extension of the due date for payment of any principal or overdue amount, or any extension of an Interest Period, interest shall accrue and be payable at the rate payable on the original due date.

12.6

Change in currency

(a)

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country:

(i)

any reference in any Interim Finance Document to, and any obligations arising under any Interim Finance Document in, the currency of that country shall be translated into, and paid in, the currency or currency unit designated by the Interim Facility Agent (after consultation with the Obligors' Agent); and

(ii)

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank of that country for the conversion of that currency or currency unit into the other, rounded up or down by the Interim Facility Agent (acting reasonably).

(b)

If a change in any currency of a country occurs, the Interim Finance Documents will, to the extent the Interim Facility Agent specifies is necessary (acting reasonably and after consultation with the Obligors' Agent), be amended to comply with any generally accepted conventions and market practice in any relevant interbank market and otherwise to reflect the change in currency. The Interim Facility Agent will notify the other Parties to the relevant Interim Finance Documents of any such amendment, which shall be binding on all the Parties.

Echo: Interim Facilities Agreement

12.7

Application of proceeds

(a)

If the Interim Facility Agent receives a payment that is insufficient to discharge all amounts then due and payable by an Obligor under any Interim Finance Document, the Interim Facility Agent shall apply that payment towards the obligations of such Obligor under the Interim Finance Documents in the following order:

(i)

first, in payment pro rata of any fees, costs and expenses of the Agents and the Arranger due but unpaid;

(ii)

second, in payment pro rata of any fees, costs and expenses of the Interim Lenders due but unpaid;

(iii)

third, in payment pro rata of any accrued interest in respect of the Interim Facilities due but unpaid;

(iv)

fourth, in payment pro rata of any principal due but unpaid under the Interim Facilities and any amount due but unpaid under paragraph 7 (Indemnities) of Schedule 9 (Bank Guarantees);

(v)

fifth, in payment pro rata of any other amounts due but unpaid under the Interim Finance Documents to the extent such sum constitutes Interim Liabilities; and

(vi)

the balance, if any, in payment to the relevant Obligor.

(b)

The Interim Facility Agent shall if directed by all the Interim Lenders, vary the order set out in sub-paragraphs (a)(ii) to (a)(v) inclusive above.

(c)

Any such application by the Interim Facility Agent will override any appropriation made by an Obligor.

(d)

Any amount recovered under the Interim Security Documents or otherwise in connection with the realisation or enforcement of all or any part of the Interim Security will be paid to the Interim Facility Agent to be applied as set out in paragraph (a) above.

13.

Fees and Expenses

13.1

Costs and expenses

The Obligors' Agent shall (or shall procure that another Group Company will) pay to the Interim Facility Agent, within ten (10) Business Days of demand, for the account of the Interim Finance Parties the amount of all reasonable costs and expenses (including legal fees subject to any agreed limits) properly incurred by them or any of their Affiliates in connection with:

(a)

the negotiation, preparation, printing, execution and perfection of any Interim Finance Document and other documents contemplated by the Interim Finance Documents executed after the date of this Agreement; and

(b)

any amendment, waiver or consent made or granted in connection with the Interim Finance Documents,

provided that if the Interim Facility is not drawn no such costs and expenses will be payable (other than legal costs up to a cap separately agreed in writing).

Echo: Interim Facilities Agreement

13.2

Enforcement costs

The Obligors' Agent shall (or shall procure that another Group Company will) pay to each Interim Finance Party, within five (5) Business Days of demand, the amount of all costs and expenses (including legal fees reasonably incurred) properly incurred by it in connection with the enforcement of, or the preservation of any rights under, any Interim Finance Document and any proceedings instituted by or against the Interim Security Agent as a consequence of taking or holding the Interim Security or enforcing these rights.

13.3

Amendment costs

The Obligors' Agent shall (or shall procure that another Group Company will) pay to the Interim Facility Agent, within ten (10) Business Days of demand, all reasonable costs and expenses (including reasonable legal fees) properly incurred by the Interim Facility Agent or Interim Security Agent in connection with responding to, evaluating, negotiating or complying with any amendment, waiver or consent requested or required by the Obligors' Agent, subject always to any limits as agreed between the Obligors' Agent and the Arranger from time to time.

13.4

Commitment fee

(a)

The Borrower shall pay (or procure there is paid) to the Interim Facility Agent, for the account of each Interim Revolving Facility Lender (other than any Defaulting Lender), a fee in US Dollars computed at the rate of zero point five (0.50) per cent. per annum of the average daily unused portion of that Interim Revolving Facility Lender's Available Interim Revolving Facility Commitment under the Interim Revolving Facility for the period commencing on (and including) the Interim Closing Date and ending on the last day of the Interim Revolving Facility Availability Period.

(b)

The accrued commitment fee is payable on the last day of the Interim Revolving Facility Availability Period and, if cancelled in full, on the cancelled amount of the relevant Interim Revolving Facility Lender's Interim Revolving Facility Commitment at the time the cancellation is effective.

(c)

No commitment fee is payable to the Interim Facility Agent (for the account of an Interim Revolving Facility Lender) on any Available Interim Revolving Facility Commitment of that Interim Revolving Facility Lender for any day on which that Interim Lender is a Defaulting Lender.

(d)

No accrued commitment fee shall be payable if the Interim Closing Date does not occur.

13.5

Other fees

The Borrower shall (or shall procure that another Group Company will) pay the Interim Finance Parties' fees in accordance with the Interim Fee Letter and the Interim Agency Fee Letters.

Echo: Interim Facilities Agreement

13.6

Limitations

Notwithstanding anything to the contrary in any Interim Finance Document (including Clauses 13.1 (Costs and expenses) to 13.5 (Other fees) above):

(a)

no fees, costs, expenses or other amount shall be payable by any Group Company to any Interim Finance Party under any Interim Finance Document if the Interim Closing Date does not occur (save, in the case of legal fees, as otherwise agreed prior to the date of this Agreement);

(b)

any demand for reimbursement of costs and expenses incurred by an Interim Finance Party must be accompanied by reasonable details of the amount demanded (including, at the request of the Obligors' Agent, hours worked, rates charged and individuals involved); and

(c)

if an Interim Lender assigns or transfers any of its rights, benefits or obligations under the Interim Finance Documents, no Group Company shall be required to pay any fees, costs, expenses or other amounts relating to or arising in connection with that assignment or transfer (including any stamp duty, transfer or registration Taxes and any amounts relating to the perfection or amendment of the Interim Security Documents).

14.

Indemnities

14.1

General indemnity

The Obligors' Agent will (or shall procure that another Group Company will) indemnify each Interim Finance Party within ten (10) Business Days of demand (which demand must be accompanied by reasonable details and calculations of the amount demanded) against any loss or liability (not including loss of future Margin and/or profit) which that Interim Finance Party incurs as a result of:

(a)

the occurrence of any Major Event of Default;

(b)

the operation of Clause 18 (Pro Rata Payments);

(c)

any failure by any Obligor to pay any amount due under an Interim Finance Document on its due date;

(d)

any Interim Loan not being made for any reason (other than as a result of the fraud, default or negligence of that Interim Finance Party) on the Drawdown Date specified in the Drawdown Request requesting that Interim Loan;

(e)

any Interim Loan or overdue amount under an Interim Finance Document being repaid or prepaid otherwise than in accordance with a notice of prepayment given by an Obligor or otherwise than on the last day of the then current Interest Period relating to that Interim Loan or overdue amount, other than as a result of that Interim Lender failing to advance its participation pursuant to any Long-term Financing Agreement for the purposes of refinancing the Interim Facilities; or

Echo: Interim Facilities Agreement

(f)

making arrangements to issue a Bank Guarantee requested by an Obligor in a Bank Guarantee Request but not issued by reason of the operation of any one or more provisions of this Agreement (other than by reason of the fraud, default or negligence of that Interim Finance Party),

including any loss on account of funds borrowed, contracted for or utilised to fund any Interim Loan or amount payable under any Interim Finance Document. The indemnities contained in this Clause 14.1 shall not apply to the extent a cost, loss, liability or expense is of a description falling in the categories set out in paragraph (b) of Clause 10.3 (Tax indemnity) or paragraph (b) of Clause 11.1 (Increased Costs).

14.2

Currency indemnity

(a)

If:

(i)

any amount payable by an Obligor under or in connection with any Interim Finance Document is received by any Interim Finance Party (or by an Agent on behalf of any Interim Finance Party) in a currency (the Payment Currency) other than that agreed in the relevant Interim Finance Document (the Agreed Currency), and the amount produced by such Interim Finance Party converting the Payment Currency so received into the Agreed Currency is less than the required amount of the Agreed Currency; or

(ii)

any amount payable by an Obligor under or in connection with any Interim Finance Document has to be converted from the Agreed Currency into another currency for the purpose of making, filing, obtaining or enforcing any claim, proof, order or judgment,

that Obligor shall, as an independent obligation, within ten (10) Business Days of demand indemnify the relevant Interim Finance Party for any loss or liability incurred by it as a result of the conversion, provided that, if the amount produced or payable as a result of the conversion is greater than the relevant amount due, that Interim Finance Party will promptly refund such excess amount to the relevant Obligor.

(b)

Any conversion required will be made at the prevailing rate of exchange on the date and in the market determined by the relevant Interim Finance Party, acting reasonably, as being most appropriate for the conversion. The relevant Obligor will also, within ten (10) Business Days of demand, pay the reasonable costs of the conversion.

(c)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under any Interim Finance Document in a currency other than that in which it is expressed to be payable in that Interim Finance Document.

Echo: Interim Facilities Agreement

14.3

Indemnity to the Interim Facility Agent

The Obligors' Agent shall (or shall procure that another Group Company will) within ten (10) Business Days of demand (which demand must be accompanied by reasonable details and calculations of the amount demanded), indemnify the Interim Facility Agent against any cost, loss or liability incurred by the Interim Facility Agent (acting reasonably) as a result of:

(a)

investigating any event which it reasonably believes is a Major Event of Default (provided that, if after doing so it is established that such event is not a Major Event of Default, the cost, loss or liability of investigation shall be for the account of the Interim Lenders); and

(b)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised,

except where the cost, loss or liability incurred by the Interim Facility Agent is a result of fraud, wilful misconduct, gross negligence or default of the Interim Facility Agent.

14.4

Indemnity to the Interim Security Agent

(a)

The Obligors' Agent shall (or shall procure that another Group Company will) within ten (10) Business Days of demand (which demand must be accompanied by reasonable details and calculations of the amount demanded), indemnify the Interim Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by the Interim Security Agent, Receiver or Delegate (acting reasonably) as a result of:

(i)

the taking, holding, protection or enforcement of the Interim Security;

(ii)

the exercise of any of the rights, powers, discretions and remedies vested in the Interim Security Agent and each Receiver and Delegate by the Interim Finance Documents or by law; and

(iii)

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Interim Finance Documents,

except where, as the case may be, the cost, loss or liability incurred by the Interim Security Agent, Receiver and/or Delegate is a result of fraud, wilful misconduct, gross negligence or default of the Interim Security Agent, Receiver and/or Delegate.

(b)

The Interim Security Agent and, to the extent relevant, each other Interim Finance Party may, in priority to any payment to the Interim Finance Parties, indemnify itself out of the Charged Property over which it holds Interim Security in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Interim Security held by it and the proceeds of the enforcement of the Interim Security held by it for all moneys payable to it.

Echo: Interim Facilities Agreement

14.5

Acquisition Indemnity for the Interim Security Agent

(a)

The Obligors' Agent shall (or shall procure that another Group Company will) within ten (10) Business Days of demand indemnify and hold harmless the Interim Security Agent and any of their respective Affiliates and any of their directors, officers, agents, advisers and employees (as applicable) (each an Indemnified Person) against any cost, expense, loss, liability (including, except as specified below, reasonably incurred legal fees and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local counsel in any relevant jurisdiction) incurred by or awarded against such Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding (including any action, claim, investigation or proceeding to preserve or enforce rights), commenced or threatened, relating to this Agreement, the Interim Facilities or any Acquisition or the use or proposed use of proceeds of the Interim Facilities (except to the extent such cost, expense, loss or liability resulted (x) directly from fraud, the gross negligence or wilful misconduct of such Indemnified Person or results from such Indemnified Person breaching a term of or any of its obligations under this Agreement, the Interim Finance Documents, or the Commitment Letter or any confidentiality undertaking given by that Indemnified Person or (y) from or relates to any disputes solely among Indemnified Persons and not arising out of any act or omission of the Obligors).

(b)

If any event occurs in respect of which indemnification may be sought from the Obligors' Agent, the relevant Indemnified Person shall only be indemnified if (where legally permissible to do so and without being under any obligation to so act to the extent that it is not lawfully permitted to do so) it:

(i)

notifies the Obligors' Agent in writing within a reasonable time after the relevant Indemnified Person becomes aware of such event and this provision;

(ii)

consults with the Obligors' Agent fully and promptly with respect to the conduct of the relevant claim, action or proceeding;

(iii)

conducts such claim, action or proceeding properly and diligently; and

(iv)

does not settle any such claim, action or proceeding without the Obligors' Agent's prior written consent (such consent not to be unreasonably withheld).

(c)

The Indemnified Person shall also be entitled to appoint their own legal counsel in each applicable jurisdiction in respect of any such claim, action or proceeding.

(d)

The Contracts (Rights of Third Parties) Act 1999 shall apply to this Clause 14.5 so that each Indemnified Person may rely on it, subject always to the terms of Clause 28.6 (Third party rights) and 29 (Governing Law).

(e)

The Interim Finance Parties shall not have any duty or obligation, whether as fiduciary for any Indemnified Person or otherwise, to recover any payment made or required to be made under this Clause 14.5.

(f)

No Indemnified Person shall be responsible or have any liability to the Obligors' Agent or any of its Affiliates or anyone else for consequential losses or damages.

Echo: Interim Facilities Agreement

(g)

Neither (x) any Indemnified Person, nor (y) any member of the Group or any member of the Target Group (or any of their respective Affiliates), shall be liable for any indirect, special, punitive or consequential losses or damages in connection with its activities related to the Interim Facilities or the Interim Finance Documents.

15.

[Reserved]

16.

Security and Guarantee

16.1

Responsibility

The Interim Security Agent is not liable or responsible to any other Interim Finance Party for:

(a)

any failure in perfecting or protecting the Security Interest created by any Interim Security Document; or

(b)

any other action taken or not taken by it in connection with an Interim Security Document.

16.2

Possession of documents

The Interim Security Agent is not obliged to hold in its own possession any Interim Security Document, title deed or other document in connection with any asset over which a Security Interest is intended to be created by an Interim Security Document. Without prejudice to the above, the Interim Security Agent may allow any bank providing safe custody services or any professional adviser to the Interim Security Agent to retain any of those documents in its possession.

16.3

Investments

Except as otherwise provided in any Interim Security Document, all moneys received by the Interim Security Agent under the Interim Finance Documents may be:

(a)

invested in the name of, or under the control of, the Interim Security Agent in any investment for the time being authorised by English law for the investment by trustees of trust money or in any other investments which may be selected by the Interim Security Agent with the consent of the Majority Interim Lenders; or

(b)

placed on deposit in the name of, or under the control of, the Interim Security Agent at such bank or institution (including any other Interim Finance Party) and upon such terms as the Interim Security Agent may think fit.

16.4

Conflict with Interim Security Documents

If there is any conflict between the provisions of this Agreement and any Interim Security Document with regard to instructions to or other matters affecting the Interim Security Agent, this Agreement will prevail.

Echo: Interim Facilities Agreement

16.5

Enforcement of Interim Security Documents

(a)

The Security Interests granted pursuant to the Interim Security Documents may only be enforced if an Acceleration Notice has been given to an Obligor and remains outstanding.

(b)

If the Interim Security is being enforced pursuant to paragraph (a) above, the Interim Security Agent shall enforce the Interim Security in such manner as the Majority Interim Lenders shall instruct, or, in the absence of any such instructions, as the Interim Security Agent sees fit.

(c)

Subject to Clause 17 (Agents and Arranger), each Interim Finance Party (other than the Interim Security Agent) agrees not to enforce independently or exercise any rights or powers arising under an Interim Security Document except through the Interim Security Agent and in accordance with the Interim Finance Documents.

16.6

Release of security

(a)

If:

(i)

a disposal to a person or persons outside the Group of any asset over which a Security Interest has been created by any Interim Security Document is:

(A)

being effected at the request of the Majority Interim Lenders in circumstances where any of the security created by the Interim Security Documents has become enforceable; or

(B)

being effected by enforcement of the Interim Security Documents; or

(ii)

the Interim Liabilities are repaid in full,

the Interim Security Agent is irrevocably authorised to execute on behalf of each Interim Finance Party and each Obligor (and at the cost of the Obligors' Agent) the releases and disposals referred to in paragraph (b) below.

(b)

The releases and other actions referred to in paragraph (a) above are:

(i)

any release of any Security Interest created by the Interim Security Documents over that asset; and

(ii)

if that asset comprises all of the shares in the capital of any Group Company (or any direct or indirect holding company of any Group Company):

(A)

a release of that Group Company and its respective Subsidiaries from all present and future liabilities under the Interim Finance Documents or the Subordinated Shareholder Documents (both actual and contingent and including any liability to any other Group Company under the Interim Finance Documents or the Subordinated Shareholder Documents by way of contribution or indemnity) and a release of all Security Interests granted by that Group Company and its Subsidiaries under the Interim Security Documents; or

Echo: Interim Facilities Agreement

(B)

in respect of a disposal under paragraph (a)(i) above only, a disposal of all or any part of the present and future liabilities of that Group Company and its respective Subsidiaries under the Interim Finance Documents or the Subordinated Shareholder Documents (both actual and contingent and including any liability to any other Group Company under the Interim Finance Documents or the Subordinated Shareholder Documents by way of contribution or indemnity) owed by that Group Company and its respective Subsidiaries.

(c)

In the case of paragraph (a) above, the net cash proceeds of the disposal must be applied in accordance with Clause 12.7 (Application of proceeds).

(d)

If the Majority Interim Lenders instruct the Interim Security Agent to effect any of the releases or disposals in circumstances permitted under paragraph (b) above, each Interim Finance Party and the relevant Obligor must promptly execute (at the cost of the Obligors' Agent) any document which is reasonably required to achieve that release or disposal. Each Obligor irrevocably authorises the Interim Security Agent to promptly execute any such document. Any release will not affect the obligations of any other Group Company under the Interim Finance Documents.

16.7

Perpetuity period

If applicable to any trust created in this Agreement, the perpetuity period for that trust is 125 years.

16.8

Parallel Debt

(a)

Subject to the limitations set out in each guarantee and notwithstanding any other provision of this Agreement, each Obligor hereby irrevocably and unconditionally undertakes to pay to the Interim Security Agent, as creditor in its own right and not as representative or trustee of the other Interim Finance Parties, sums equal to and in the currency of each amount payable by that Obligor to each of the other Interim Finance Parties under each of the Interim Finance Documents as and when that amount falls due for payment under the relevant Interim Finance Document (the "Parallel Debt").

(b)

The Interim Security Agent shall hold the claims against the Obligors under the parallel debt structure in this Clause 16.8 in accordance with Clause 17.10 (Role of the Interim Security Agent). The Interim Security Agent shall distribute any amount received under the parallel debt claims in this Clause 16.8 among the Interim Finance Parties in accordance with the provisions of this Agreement.

Echo: Interim Facilities Agreement

(c)

The Interim Security Agent shall have its own independent right to demand payment of the amounts payable by an Obligor under this Clause 16.8, irrespective of any discharge of that Obligor's obligation to pay those amounts to the other Interim Finance Parties resulting from failure by them to take appropriate steps, in insolvency proceedings affecting that Obligor, to preserve their entitlement to be paid those amounts, provided that:

(i)

the amounts for which each Obligor is liable under its parallel debt:

(A)

shall be decreased to the extent that its corresponding debt towards an Interim Finance Party has been irrevocably paid (or, in the case of guarantee obligations, discharged); or

(B)

shall be increased to the extent that the corresponding debt towards an Interim Finance Party has been increased;

(ii)

the corresponding debt of each Obligor shall be decreased to the extent that its parallel debt has been irrevocably paid (or, in the case of guarantee obligations, discharged); and

(iii)

the aggregate amount of the parallel debt of an Obligor shall not exceed the aggregate amount of its corresponding debt towards the Interim Finance Parties.

(d)

Any amount due and payable by an Obligor to the Interim Security Agent under this Clause 16.8 shall be decreased to the extent that the other Interim Finance Parties have received payment of the corresponding amount under the other provisions of the Interim Finance Documents and any amount due and payable by an Obligor to the other Interim Finance Parties under those provisions shall be decreased to the extent that the Interim Security Agent has received payment of the corresponding amount under this Clause 16.8.

The rights of the Interim Finance Parties (other than the Interim Security Agent) to receive payment of amounts payable by each Obligor under the Interim Finance Documents are several and are separate and independent from, and without prejudice to, the rights of the Interim Security Agent to receive payment under this Clause 16.8.

16.9

Guarantee and indemnity

The provisions of Schedule 4 (Guarantee and Indemnity) are incorporated into this Clause 16 by reference.

17.

Agents and Arranger

17.1

Appointment of Agents

(a)

Each Interim Finance Party (other than the relevant Agent) irrevocably authorises and appoints each Agent:

(i)

to act as its agent under and in connection with the Interim Finance Documents (and in the case of the Interim Security Agent to act as its trustee for the purposes of the Interim Security Documents) subject to 17.10 (Role of the Interim Security Agent) with respect to the Interim Security Documents;

Echo: Interim Facilities Agreement

(ii)

to execute and deliver such of the Interim Finance Documents and any other document related to the Interim Finance Documents as are expressed to be executed by such Agent;

(iii)

to execute for and on its behalf any and all Interim Security Documents and any other agreements related to the Interim Security Documents, including the release of the Interim Security Documents; and

(iv)

to perform the duties and to exercise the rights, powers and discretions which are specifically delegated to such Agent by the terms of the Interim Finance Documents, together with all other incidental rights, powers and discretions.

(b)

Each Interim Finance Party:

(i)

(other than the Interim Facility Agent, the Interim Security Agent and the Arranger) irrevocably authorises and appoints, severally, each of the Agents and the Arranger to accept on its behalf the terms of any reliance, non-reliance, hold harmless or engagement letter relating to any report, certificate or letter provided by accountants, auditors or other professional advisers in connection with any of the Interim Finance Documents or any related transactions and to bind such Interim Finance Party in respect of the addressing or reliance or limitation of liability of any person under any such report, certificate or letter; and

(ii)

accepts the terms and any limitation of liability or qualification in the reports or any reliance, non-reliance, hold harmless or engagement letter entered into by any of the Agents and/or the Arranger (whether before or after such Interim Finance Party became a Party) in connection with the Interim Finance Documents.

(c)

The relationship between each Agent and the other Interim Finance Parties is that of principal and agent only. Except as specifically provided in the Interim Finance Documents, no Agent shall:

(i)

have, or be deemed to have, any obligations to, or trust or fiduciary relationship with, any other Party or other person, other than those for which specific provision is made by the Interim Finance Documents; or

(ii)

be bound to account to any other Interim Finance Party for any sum or the profit element of any sum received by it for its own account.

(d)

Neither Agent is authorised to act on behalf of an Interim Finance Party in any legal or arbitration proceedings relating to any Interim Finance Document without first obtaining that Interim Finance Party's consent except in any proceedings for the protection, preservation or enforcement of any Interim Security Document otherwise permitted by this Agreement.

Echo: Interim Facilities Agreement

17.2

Agents' duties

(a)

Each Agent will only have those duties which are expressly specified in the Interim Finance Documents. The duties of the Agents are solely of a mechanical and administrative nature.

(b)

Each Agent shall promptly send to each other Interim Finance Party a copy of each notice or document delivered to that Agent by an Obligor for that Interim Finance Party under any Interim Finance Document.

(c)

Each Agent shall, subject to any terms of this Agreement which require the consent of all the Interim Lenders or of any particular Interim Finance Party:

(i)

act or refrain from acting in accordance with any instructions from the Majority Interim Lenders and any such instructions shall be binding on all the Interim Finance Parties; and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with the instructions of the Majority Interim Lenders.

(d)

In the absence of any such instructions from the Majority Interim Lenders (or if required all Interim Lenders), each Agent may act or refrain from acting as it considers to be in the best interests of the Interim Lenders and any such action (or omission) shall be binding on all Interim Finance Parties.

17.3

Agents' rights

Each Agent may:

(a)

act under the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision);

(b)

except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders;

(c)

unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto);

(d)

notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation;

Echo: Interim Facilities Agreement

(e)

assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default;

(f)

refrain from acting in accordance with the instructions of the Majority Interim Lenders or all the Interim Lenders until it has been indemnified and/or secured to its satisfaction against all costs, losses or liabilities (including legal fees and any associated VAT) which it may sustain or incur as a result of so acting;

(g)

rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors' Agent is made on behalf of and with the consent and knowledge of all the Obligors;

(h)

rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person's knowledge or power to verify;

(i)

engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it (including, in the case of the Interim Facility Agent, in connection with determining any consent level required to effect any amendment, waiver or consent in respect of an Interim Finance Document in accordance with Clause 27 (Amendments and Waivers));

(j)

at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders;

(k)

accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and

(l)

deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

17.4

Exoneration of the Arranger and the Agents

Neither the Arranger nor the Agents are:

(a)

responsible for, or responsible for checking, the adequacy, accuracy or completeness of:

(i)

any representation, warranty, statement or information (written or oral) made in or given in connection with any report, any Interim Finance Document or any notice or document delivered in connection with any Interim Finance Document or the transactions contemplated thereby; or

Echo: Interim Facilities Agreement

(ii)

any notice, accounts or other document delivered under any Interim Finance Document (irrespective of whether the relevant Agent forwards that notice, those accounts or other documents to another Party);

(b)

responsible for the validity, legality, adequacy, accuracy, completeness, enforceability, admissibility in evidence or performance of any Interim Finance Document or any agreement or document entered into or delivered in connection therewith;

(c)

under any obligation or duty either initially or on a continuing basis to provide any Interim Finance Party with any credit, financial or other information relating to an Obligor or any other Group Company or any member of the Target Group or any risks arising in connection with any Interim Finance Document, except as expressly specified in this Agreement;

(d)

obliged to monitor or enquire as to the occurrence or continuation of a Major Event of Default;

(e)

deemed to have knowledge of the occurrence of a Major Event of Default unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default;

(f)

responsible for any failure of any Party duly and punctually to observe and perform their respective obligations under any Interim Finance Document;

(g)

responsible for the consequences of relying on the advice of any professional advisers selected by it in connection with any Interim Finance Document;

(h)

responsible for any shortfall which arises on the enforcement or realisation of the Interim Security;

(i)

liable for acting (or refraining from acting) in what it believes to be in the best interests of the Interim Finance Parties in circumstances where it has not been given instructions by the Interim Lenders or the Majority Interim Lenders (as the case may be);

(j)

liable to any Interim Finance Party for anything done or not done by it under or in connection with any Interim Finance Document and any other agreement, arrangement or documents entered into, made or executed in anticipation of, under or in connection with any Interim Finance Document, save to the extent directly caused by its own fraud, negligence or wilful misconduct; or

(k)

under any obligation to enquire into or check the title of any Obligor to, or to insure, any assets or property or any interest therein which is or is purported to be subject to any Security Interest constituted, created or evidenced by any Interim Security Document.

17.5

The Arranger and the Agents individually

(a)

If it is an Interim Lender, each of the Arranger and Agents has the same rights and powers under the Interim Finance Documents as any other Interim Lender and may exercise those rights and powers as if it were not also acting as an Arranger or an Agent.

Echo: Interim Facilities Agreement

(b)

Each of the Agents and the Arranger may:

(i)

retain for its own benefit and without liability to account to any other person any fee, profit or other amount received by it for its own account under or in connection with the Interim Finance Documents or any of the activities referred to in paragraph (ii) below; and

(ii)

accept deposits from, lend money to, provide any advisory, trust or other services to or engage in any kind of banking or other business with the Obligors' Agent or any other Group Company (or Affiliate of the Obligors' Agent or any other Group Company) or other Party (and, in each case, may do so without liability to account to any other person).

(c)

Except as otherwise expressly provided in this Agreement, no Arranger in its capacity as such has any obligation or duty of any kind to any other Party under or in connection with any Interim Finance Document.

17.6

Communications and information

(a)

All communications to the Obligors' Agent (or any Affiliate of the Obligors' Agent) under or in connection with the Interim Finance Documents are, unless otherwise specified in the relevant Interim Finance Document, to be made by or through the Interim Facility Agent. Each Interim Finance Party will notify the Interim Facility Agent of, and provide the Interim Facility Agent with a copy of, any communication between that Interim Finance Party and the Obligors' Agent (or Affiliate of the Obligors' Agent) on any matter concerning the Interim Facility or the Interim Finance Documents.

(b)

No Agent will be obliged to transmit to or notify any other Interim Finance Party of any information relating to any Party which that Agent has or may acquire otherwise than in connection with the Interim Facility or the Interim Finance Documents.

(c)

In acting as agent for the Interim Lenders, each Agent's agency division will be treated as a separate entity from any of its other divisions or department (the Other Divisions). Any information relating to any Group Company acquired by any of the Other Divisions of an Agent or which in the opinion of that Agent is acquired by it otherwise than in its capacity as Agent under the Interim Finance Documents may be treated by it as confidential and will not be treated as information available to the other Interim Finance Parties.

Echo: Interim Facilities Agreement

17.7

Non-reliance

(a)

Each other Interim Finance Party confirms that it has made (and will continue to make) its own independent investigation and appraisal of the assets, business, financial condition and creditworthiness of the Group and the Target Group and of any risks arising under or in connection with any Interim Finance Document, and has not relied, and will not at any time rely, on any Arranger or any Agent:

(i)

to assess the adequacy, accuracy or completeness of any information (whether oral or written) provided by or on behalf of the Obligors' Agent or any Group Company or any member of the Target Group under or in connection with any Interim Finance Document (whether or not that information has been or is at any time circulated to it by an Arranger or an Agent), or any document delivered pursuant thereto;

(ii)

to assess whether that Interim Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Interim Finance Document;

(iii)

to assess the assets, business, financial condition or creditworthiness of an Obligor, any Group Company, the Target Group or any other person; or

(iv)

to assess the validity, legality, adequacy, accuracy, completeness, enforceability or admissibility in evidence of any Transaction Document or any document delivered pursuant thereto.

(b)

This Clause 17.7 is without prejudice to the responsibility of each Obligor for the information supplied by it or on its behalf under or in connection with the Interim Finance Documents and each Obligor remains responsible for all such information.

(c)

No Party (other than the relevant Agent) may take any proceedings against any officer, delegate, employee or agent of an Agent in respect of any claim it may have against that Agent or in respect of any act or omission by that officer, delegate, employee or agent in connection with any Interim Finance Document. Any officer, delegate, employee or agent of an Agent may rely on this Clause 17.7 in accordance with the Contracts (Rights of Third Parties) Act 1999.

(d)

No Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Interim Finance Documents to be paid by that Agent if that Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by that Agent for that purpose.

17.8

Know your customer

Nothing in this Agreement shall oblige any Agent or any Arranger to carry out know your customer or other checks in relation to any person on behalf of any Interim Lender and each Interim Lender confirms to the Agents and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agents or the Arranger.

17.9

Agents' indemnity

(a)

Each Interim Lender shall on demand indemnify each Agent for its share of any cost, loss or liability incurred by the relevant Agent in acting, or in connection with its role, as Agent under the Interim Finance Documents, except to the extent that the cost, loss or liability is incurred as a result of the relevant Agent's fraud, negligence or wilful misconduct.

Echo: Interim Facilities Agreement

(b)

An Interim Lender's share of any such loss or liability shall be the proportion which:

(i)

that Interim Lender's participation in the outstanding Interim Loan bears to the outstanding Interim Loan at the time of demand; or

(ii)

if there is no outstanding Interim Loan at that time, that Interim Lender's Interim Commitment bears to the Total Interim Commitments at that time; or

(iii)

if the Total Interim Commitments have been cancelled, that Interim Lender's Interim Commitment bore to the Total Interim Commitments immediately before being cancelled.

(c)

The provisions of this Clause 17.9 are without prejudice to any obligations of an Obligor to indemnify the Agents under the Interim Finance Documents.

17.10

Role of the Interim Security Agent

(a)

The Interim Security Agent declares that it shall hold the Interim Security on trust for itself and the other Interim Finance Parties on the terms contained in this Agreement and shall administer the Interim Security Documents for itself and the other Interim Finance Parties and will apply all payments and other benefits received by it under the Interim Security Documents in accordance with the Interim Finance Documents.

(b)

Each of the Parties agrees that the Interim Security Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement or in the Interim Security Documents to which the Interim Security Agent is expressed to be a party (and no others shall be implied).

(c)

Each Interim Finance Party hereby authorises the Interim Security Agent (whether or not by or through employees or agents):

(i)

to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Interim Security Agent under the Interim Security Document together with such powers and discretions as are reasonably incidental thereto; and

(ii)

to take such action on its behalf as may from time to time be authorised under or in accordance with the Interim Security Documents.

(d)

The Interim Security Agent shall not be liable for any failure, omission or defect in registering, protecting or perfecting any Security Interest constituted, created or evidenced by any Interim Security Document.

(e)

The Interim Security Agent has no duty or obligation to require the deposit with it of, or to hold, any title deeds, share certificates, transfer documents or other documents in connection with any asset charged or encumbered or purported to be charged or encumbered under any Interim Security Document.

Echo: Interim Facilities Agreement

(f)

Each Interim Finance Party confirms its approval of each Interim Security Document and authorises and directs the Interim Security Agent (by itself or by such person(s) as it may nominate) to execute and enforce the same as trustee (or agent) or as otherwise provided.

(g)

It is agreed that, in relation to any jurisdiction the courts of which would not recognise or give effect to the trust expressed to be created by this Agreement, the relationship of the Interim Finance Parties to the Interim Security Agent shall be construed as one of principal and agent but, to the extent permissible under the laws of such jurisdiction, that all the other provisions of this Agreement shall have full force and effect between the parties hereto.

18.

Pro Rata Payments

18.1

Recoveries

Subject to Clause 18.3 (Exceptions to sharing), if any amount owing by any Obligor under any Interim Finance Document to an Interim Lender (the Recovering Interim Lender) is discharged by payment, set-off or any other manner other than through the Interim Facility Agent in accordance with Clause 12 (Payments) (the amount so discharged being a Recovery), then:

(a)

within three (3) Business Days of receipt of the Recovery, the Recovering Interim Lender shall notify details of such Recovery to the Interim Facility Agent;

(b)

the Interim Facility Agent shall determine whether the amount of the Recovery is in excess of the amount which such Recovering Interim Lender should have received had such amount been paid to the Interim Facility Agent under Clause 12 (Payments) without taking account of any Tax which would have been imposed on the Interim Facility Agent in relation to the Recovery (any such excess amount being the Excess Recovery);

(c)

within three (3) Business Days of demand, the Recovering Interim Lender shall pay to the Interim Facility Agent an amount equal to the Excess Recovery;

(d)

the Interim Facility Agent shall treat that payment as if it was a payment made by the relevant Obligor to the Interim Lenders under Clause 12 (Payments) and distribute it to the Interim Lenders (other than the Recovering Interim Lender) accordingly; and

(e)

on a distribution by the Interim Facility Agent under paragraph (d) above of any payment received by a Recovering Interim Lender from an Obligor as between the relevant Obligor and the Recovering Interim Lender, the amount of the Excess Recovery shall be treated as not having been paid and (without double counting) that Obligor will owe the Recovering Interim Lender a debt (immediately due and payable) in an amount equal to the Excess Recovery.

Echo: Interim Facilities Agreement

18.2

Notification of Recovery

If any Recovery has to be wholly or partly refunded by the Recovering Interim Lender after it has paid any amount to the Interim Facility Agent under paragraph (c) of Clause 18.1 (Recoveries), each Interim Lender to which any part of the Excess Recovery (or amount in respect of it) was distributed will, on request from the Recovering Interim Lender, pay to the Recovering Interim Lender that Interim Lender's pro rata share of the amount (including any related interest) which has to be refunded by the Recovering Interim Lender.

18.3

Exceptions to sharing

Notwithstanding Clause 18.1 (Recoveries), no Recovering Interim Lender will be obliged to pay any amount to the Interim Facility Agent or any other Interim Lender in respect of any Recovery:

(a)

if it would not (after that payment) have a valid claim against an Obligor under paragraph (e) of Clause 18.1 (Recoveries) in an amount equal to the Excess Recovery; or

(b)

which it receives as a result of legal proceedings taken by it to recover any amounts owing to it under the Interim Finance Documents, which proceedings have been notified to the other Interim Finance Parties and where the Interim Lender concerned had a right and opportunity to, but does not, either join in those proceedings or promptly after receiving notice commence and diligently pursue separate proceedings to enforce its rights in the same or another court.

18.4

No security

The provisions of this Clause 18 shall not constitute a charge by any Interim Lender over all or any part of any amount received or recovered by it under any of the circumstances mentioned in this Clause 18.

19.

Set-Off

If a Major Event of Default has occurred and is continuing, an Interim Finance Party may set off any matured obligation (to the extent beneficially owned by the Interim Finance Party) due and payable by an Obligor to it under an Interim Finance Document against any matured obligation due and payable by it to that Obligor, regardless of currency, place of payment or booking branch of either obligation. The relevant Interim Finance Party may convert either obligation at a market rate of exchange in its ordinary course of business in order to effect such set-off.

20.

Notices

20.1

Mode of service

(a)

Any notice, demand, consent or other communication (a Notice) made under or in connection with any Interim Finance Document must be in writing and made by letter, email or any other electronic communication approved by the Interim Facility Agent or otherwise permitted pursuant to the terms of this Agreement.

Echo: Interim Facilities Agreement

(b)

An electronic communication will be treated as being in writing for the purposes of this Agreement.

(c)

The address and email address of each Party (and person for whose attention the Notice is to be sent) for the purposes of Notices given under or in connection with the Interim Finance Documents are:

(i)

in the case of any person which is a Party on the date of this Agreement, the address and email address set out beneath its name in the signature pages to this Agreement;

(ii)

in the case of any other Interim Finance Party, the address and email address notified in writing by that Interim Finance Party for this purpose to the Interim Facility Agent on or before the date it becomes a Party; or

(iii)

any other address and/or email address notified in writing by that Party for this purpose to the Interim Facility Agent (or in the case of the Interim Facility Agent, notified by the Interim Facility Agent to the other Parties) by not less than five (5) Business Days' notice.

(d)

Any Notice given to an Agent will be effective only:

(i)

if it is marked for the attention of the department or officer specified by that Agent for receipt of Notices; and

(ii)

subject to paragraph (b) of Clause 20.2 (Deemed service) below, when actually received by that Agent.

20.2

Deemed service

(a)

Subject to paragraph (b) below, a Notice will be deemed to be given as follows:

(i)

if by letter or delivered personally, when delivered;

(ii)

if by email or any other electronic communication, when received in legible form; and

(iii)

if by posting to an electronic website, at the time of notification to the relevant recipient of such posting or (if later) the time when the recipient was given access to such website.

(b)

A Notice given in accordance with paragraph (a) above but received on a day that is not a Business Day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.

Echo: Interim Facilities Agreement

20.3

Electronic communication

(a)

Any communication to be made between the Interim Facility Agent and an Interim Lender under or in connection with the Interim Finance Documents may be made by unencrypted electronic mail or other electronic means, if the Interim Facility Agent and the relevant Interim Lender:

(i)

agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii)

notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii)

notify each other of any change to their address or any other such information supplied by them.

(b)

Any electronic communication made between the Interim Facility Agent and an Interim Lender will be effective only when actually received in readable form and in the case of any electronic communication made by an Interim Lender to the Interim Facility Agent only if it is addressed in such a manner as the Interim Facility Agent shall specify for this purpose.

20.4

Language

(a)

Any Notice must be in English.

(b)

All other documents provided under or in connection with any Interim Finance Document must be:

(i)

in English; or

(ii)

if not in English, accompanied by a certified English translation, in which case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

20.5

Personal liability

No personal liability shall attach to any director, manager, officer, employee or other individual signing a certificate or other document on behalf of a Group Company which proves to be incorrect in any way, unless that individual acted fraudulently in giving that certificate or other document, in which case, any liability will be determined in accordance with applicable law.

21.

Confidentiality

(a)

Each Interim Finance Party will keep the Interim Finance Documents and any information supplied to it by or on behalf of any Group Company under the Interim Finance Documents confidential, provided that it may disclose any such document or information to any person:

(i)

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Interim Finance Documents and to any of that person's Affiliates, Related Funds, representatives and professional advisers on a confidential basis (provided that such person has first entered into a Confidentiality Undertaking agreeing to keep such Interim Finance Document or other document or information confidential or are in any event subject to confidentiality obligations as a matter of law or professional practice);

Echo: Interim Facilities Agreement

(ii)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Interim Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, representatives and professional advisers on a confidential basis (provided that such person has first entered into a Confidentiality Undertaking agreeing to keep such Interim Finance Document or other document or information confidential or are in any event subject to confidentiality obligations as a matter of law or professional practice);

(iii)

which is publicly available (other than by virtue of a breach of this Clause 21);

(iv)

if and to the extent required by law or regulation or court of competent jurisdiction or at the request of an administrative authority or if required by the rules of any relevant stock exchange (including Applicable Securities Laws, Relevant Regulator or any other tax or bank supervisory authority);

(v)

to its directors, officers, employees, auditors and professional advisers on a confidential basis;

(vi)

to any direct or indirect Holding Company of any Obligor, any Party or any Group Company;

(vii)

to the extent reasonably necessary in connection with any legal or arbitration proceedings to which it is a party;

(viii)

for the purpose of obtaining any consent, making any filing, registration or notarisation or paying any stamp or registration tax or fee in connection with any of the Interim Finance Documents;

(ix)

with the agreement of the Obligors' Agent; and/or

(x)

to any Affiliate (and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives) in connection with the transactions contemplated hereby, on an as needed and confidential basis.

(b)

This Clause 21 replaces any previous confidentiality undertaking given by any Interim Finance Party in connection with this Agreement prior to it becoming a Party.

(c)

For reasons of technical practicality, electronic communication may be sent in unencrypted form, even if the content may be subject to confidentiality and banking secrecy.

Echo: Interim Facilities Agreement

22.

Know Your Customer Requirements

If:

(a)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(b)

any change in the status of the Obligors or the composition of the shareholders of the Obligors after the date of this Agreement; or

(c)

a proposed assignment or transfer by an Interim Lender of any of its rights and/or obligations under this Agreement to a party that is not an Interim Lender prior to such assignment or transfer,

obliges the Interim Facility Agent or any Interim Lender (or, in the case of paragraph (a)(i) of Clause 21 (Confidentiality) above, any prospective new Interim Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Obligors must promptly on the request of any Interim Finance Party supply to that Interim Finance Party any documentation or other evidence which is reasonably requested by that Interim Finance Party (whether for itself, on behalf of any Interim Finance Party or any prospective new Interim Lender) to enable an Interim Finance Party or prospective new Interim Lender to complete all applicable know your customer requirements.

23.

Representations, Undertakings and Events of Default

23.1

Representations

(a)

Each Obligor makes the representations and warranties stated in Part I (Major Representations) of Schedule 5 (Major Representations, Undertakings and Events of Default) in respect of itself only to each Interim Finance Party on the date of this Agreement, the date of each Drawdown Request and the first day of each Interest Period, in each case by reference to the facts and circumstances existing at the relevant time.

(b)

Each Obligor acknowledges that each Interim Finance Party is relying on the representations and warranties made by it.

23.2

Undertakings

(a)

Each Obligor agrees to be bound by the Major Undertakings relating to it set out in Part II (Major Undertakings) of Schedule 5 (Major Representations, Undertakings and Events of Default) only.

(b)

Each Obligor shall conduct its businesses in compliance with applicable Anti-Corruption Laws and applicable Sanctions in all material respects.

(c)

Each Obligor will procure that, so far as it is able, any director, officer, agent, employee or person acting on behalf of the foregoing, is not a Sanctioned Person and does not act on behalf of a Sanctioned Person, provided that, for the purpose of this paragraph (c), a person shall not be deemed to be a Sanctioned Person if transactions or dealings with such person are (i) not prohibited under applicable Sanctions or (ii) permitted under a licence, licence exemption or other authorisation of a Sanctions Authority.

Echo: Interim Facilities Agreement

(d)

Each Obligor shall:

(i)

not knowingly use any revenue or benefit derived from any activity or dealing with a Sanctioned Person or in a Sanctioned Country in discharging any obligation due or owing to the Interim Lenders; and

(ii)

to the extent permitted by law as soon as reasonably practicable after becoming aware of them supply to the Interim Facility Agent reasonable details of any claim, action, suit or proceedings that is formally commenced against it with respect to Sanctions by any Sanctions Authority.

(e)

Each Obligor shall not use or permit or authorise any other person to, directly or indirectly, to the best of its knowledge, use or make payments from all or any part of the proceeds of the Interim Facilities for the purpose of funding any trade, business or other activities:

(i)

involving or for the benefit of any Sanctioned Person or in any Sanctioned Country if such use or payment would breach any applicable Sanctions;

(ii)

in any other manner that would breach any applicable Sanctions; or

(iii)

to any person in violation of any applicable Anti-Corruption Laws.

(f)

This Clause 23.2 shall not be interpreted or applied in relation to it, any Holding Company, any other Obligor, any member of the Group or any Interim Finance Party to the extent that the obligations under this Clause would violate or expose such entity or any director, officer or employee thereof to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the United Kingdom, the European Union and/or any Member State) that are applicable to such entity (including EU Regulation (EC) 2271/96).

(g)

Subject to any confidentiality, regulatory, legal or other restrictions relating to the supply of such information, the Company shall, as soon as reasonably practicable following receipt of a request in writing from the Interim Facility Agent, provide information as to any material developments in relation to the Acquisition, including if the Scheme or the Offer lapses or is withdrawn, and, will from time to time, if the Interim Facility Agent reasonably requests, give the Interim Facility Agent reasonable details as to the current level of acceptances for any Offer.

(h)

The Company shall, if the Interim Facility Agent reasonably requests, provide to the Interim Facility Agent:

(i)

(i) a copy of (x) the Scheme Circular or (y) as the case may be, the Offer Document dispatched to shareholders of the Target promptly following such dispatch; and

Echo: Interim Facilities Agreement

(ii)

a copy of any new or replacement Announcement made after the date of this Agreement promptly following the making thereof.

(i)

The Company shall procure that Bidco shall:

(i)

if the Acquisition is effected by means of a Scheme, after the Scheme Effective Date, use its commercially reasonable endeavours to procure that the Target be delisted from the Official List of the Financial Conduct Authority to the extent permitted by law and the rules of the London Stock Exchange and the Financial Conduct Authority;

(ii)

if the Acquisition is being effected by way of an Offer:

(A)

to the extent Bidco owns and controls not less than 75% of the voting rights of all members of Target and to the extent permitted by law and the rules of the London Stock Exchange and the Financial Conduct Authority, use its commercially reasonable endeavours to procure that the Target be delisted from the Official List of the Financial Conduct Authority; and

(B)

to the extent Bidco owns and controls not less than 90% of the voting rights of all members of Target to which the Offer relates, use its commercially reasonable endeavours to (1) give notice to all other holders of Target Shares that it intends to acquire all their Target Shares pursuant to the Squeeze-Out and (2) subsequently purchase such Target Shares on or before the latest date on which a Squeeze-out may be completed in accordance with Chapter 3 of Part 28 of the Act; and

(iii)

if the Acquisition is being effected by means of a Scheme or if the Acquisition is being effected by means of an Offer and to the extent Bidco owns and controls not less than 75% of the voting rights of all members of Target and in each case to the extent permitted by law, use its commercially reasonable endeavours to procure the re-registration of the Target as a private company pursuant to Section 97 of the Act after completion of the Acquisition.

(j)

The Company shall procure that Bidco shall not modify the Announcement to be made on or around the date of this Agreement (but excluding any subsequent Announcement and other than as permitted by paragraph Schedule 5Part II7(b) of Schedule 5Part II (Major Undertakings) of Schedule 5 (Major Representations, Undertakings and Events of Default)) from the draft delivered to the Interim Facility Agent referred to in paragraph 4(c) of Schedule 3 (Conditions Precedent) in any manner which would be reasonably expected to be materially adverse to the interests of the Interim Lenders under this Agreement or otherwise contrary to the terms of this Agreement without the prior written consent of the Majority Interim Lenders except to the extent required by the Takeover Code, the Takeover Panel or the Court.

Echo: Interim Facilities Agreement

24.

Changes to Parties

24.1

No transfers by the Obligors

The Obligors may not assign, novate or transfer all or any part of their rights and obligations under any Interim Finance Documents.

24.2

Transfers by Interim Lenders

(a)

Subject to paragraph (b) and (c) below, an Interim Lender (an Existing Interim Lender) may assign any of its rights or benefits, or transfer by novation or sub-participate any of its rights or benefits and obligations under or by reference to any Interim Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a New Interim Lender).

(b)

Subject to paragraph (c) below, any assignment, transfer, sub-participation or other syndication of any rights, benefits and/or obligations under or by reference to the Interim Finance Documents by an Interim Lender shall require the prior written consent of the Obligors' Agent (in its sole and absolute discretion), provided that if such assignment, transfer, sub-participation or other syndication occurs on or prior to the end of the Certain Funds Period (the Pre-Closing Transferred Commitments) the Existing Interim Lender shall:

(i)

fund the Pre-Closing Transferred Commitments in respect of any applicable Interim Loan by 9:30 a.m. on the applicable Drawdown Date if that New Interim Lender has failed to so fund (or has confirmed that it will not be able to fund) on the applicable Drawdown Date in respect of the relevant Interim Facility or Interim Facilities; and

(ii)

retain exclusive control over all rights and obligations with respect to the Pre-Closing Transferred Commitments until after the expiry of the Certain Funds Period (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations).

(c)

An Interim Lender may sub-participate or enter into other back-to-back arrangements in each case with the prior written consent of the Obligors' Agent (in its sole and absolute discretion) or if:

(i)

such sub-participation or other arrangement shall not reduce the Interim Commitments or other obligations of any Interim Finance Party with respect to any of the Interim Facilities and each Interim Finance Party shall remain liable to fund the full amount of its commitments under the Interim Facilities;

(ii)

such sub-participation or other arrangement is entered into with a person to whom the Interim Finance Party will be permitted to transfer commitments under the Long-term Financing Agreements in accordance with the syndication strategy and white list as agreed by the Obligors' Agent and as contemplated in the Commitment Letter; and

Echo: Interim Facilities Agreement

(iii)

each Interim Finance Party retains exclusive control over all rights and obligations in relation to its Interim Commitments and the Interim Facilities until after the expiry of the Certain Funds Period (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations).

(d)

In respect of transfers which require the consent of the Obligors’ Agent only, the Obligors' Agent may require the Interim Finance Parties to provide information in reasonable detail regarding the identities and participations of each of the Interim Lenders and any sub-participants as soon as reasonably practicable after receipt of such request.

(e)

Each New Interim Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Interim Facility Agent has authority to execute on its behalf any consent, release, waiver or amendment that has been approved by the applicable Existing Interim Lender in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that agreement or consent to the same extent as the Existing Interim Lender would have been had it remained an Interim Lender.

(f)

Notwithstanding any other provision of this Agreement, no Obligor or other Group Company shall be liable to any other Party (by way of reimbursement, indemnity or otherwise) for any stamp, transfer or registration taxes, notarial and security registration or perfection fees, costs or other amounts payable by any Party in connection with any re-taking, re-notarisation, perfection, presentation, novation, re-registration of any Interim Security or otherwise in connection with any assignment, transfer, sub-participation or other back-to-back arrangement.

(g)

Notwithstanding any other provision in this Clause 24, if prior to the end of the Certain Funds Period, an Existing Interim Lender transfers or assigns any of its rights and obligations under any Interim Finance Document in accordance with this Clause 24, it shall remain on risk and liable to fund any amount which any New Interim Lender (or subsequent New Interim Lender), following such transfer of rights and obligations in accordance with this Clause 24, is obliged to fund on the Interim Closing Date, but has failed to fund on that date, as if such transfer never occurred.

(h)

Notwithstanding anything to the contrary in this Agreement or the Interim Finance Documents, no assignment or transfer may be effected to a New Interim Lender which is a Non-Cooperative Jurisdiction Lender.

(i)

Any reference in this Agreement to an Interim Lender includes a New Interim Lender but excludes an Interim Lender if no amount is or may become owed to it under this Agreement.

Echo: Interim Facilities Agreement

(j)

Unless the Interim Facility Agent agrees otherwise and excluding an assignment or transfer:

(i)

to an Affiliate of an Interim Lender; or

(ii)

to a Related Fund,

the New Interim Lender shall, on or before the date upon which an assignment or transfer to it takes effect pursuant to this Clause 24, pay to the Interim Facility Agent (for its own account) a fee of $2,000.

24.3

Limitation of responsibility of Existing Interim Lenders

(a)

Unless expressly agreed to the contrary, an Existing Interim Lender makes no representation or warranty and assumes no responsibility to a New Interim Lender for:

(i)

the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Interim Security or any other documents;

(ii)

the financial condition of any Obligor;

(iii)

the performance and observance by any Obligor or other Group Company of its obligations under the Transaction Documents or any other documents; or

(iv)

the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b)

Each New Interim Lender confirms to the Existing Interim Lender and the other Interim Finance Parties that it:

(i)

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its Related Funds in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Interim Lender or any other Interim Finance Party in connection with any Transaction Document or the Interim Security; and

(ii)

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its Related Funds whilst any amount is or may be outstanding under the Interim Finance Documents or any Interim Commitment is in force.

(c)

Subject to paragraph (b) of Clause 24.2, nothing in any Interim Finance Document obliges an Existing Interim Lender to:

(i)

accept a re-transfer or re-assignment from a New Interim Lender of any of the rights and obligations assigned or transferred under this Clause 24; or

Echo: Interim Facilities Agreement

(ii)

support any losses directly or indirectly incurred by the New Interim Lender by reason of the non-performance by any Obligor of its obligations under the Transaction Documents or otherwise.

24.4

Procedure for transfer

(a)

Subject to the conditions set out in paragraph (b) of Clause 24.2 (Transfers by Interim Lenders), a transfer is effected in accordance with paragraph (c) below when the Interim Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Interim Lender and the New Interim Lender. The Interim Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b)

The Interim Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Interim Lender and the New Interim Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Interim Lender.

(c)

On the Transfer Date:

(i)

subject to paragraph (b) of Clause 24.2 to the extent that in the Transfer Certificate the Existing Interim Lender seeks to transfer by novation its rights and obligations under the Interim Finance Documents and in respect of the Interim Security each of the Obligors and the Existing Interim Lender shall be released from further obligations towards one another under the Interim Finance Documents and in respect of the Interim Security and their respective rights against one another under the Interim Finance Documents and in respect of the Interim Security shall be cancelled (being the Discharged Rights and Obligations);

(ii)

each of the Obligors and the New Interim Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other Group Company and the New Interim Lender have assumed and/or acquired the same in place of that Obligor and the Existing Interim Lender;

(iii)

the Interim Facility Agent, the Arranger, the Interim Security Agent, the New Interim Lender and the other Interim Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Interim Security as they would have acquired and assumed had the New Interim Lender been an Original Interim Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Interim Facility Agent, the Arranger, the Interim Security Agent, paragraph (b) of Clause 24.2, and the Existing Interim Lender shall each be released from further obligations to each other under the Interim Finance Documents; and

Echo: Interim Facilities Agreement

(iv)

the New Interim Lender shall become a Party as an "Interim Lender".

(d)

If any assignment, transfer, sub-participation or other syndication of any rights, benefits and/or obligations under or by reference to the Interim Finance Documents in accordance with Clause 24.2 (Transfers by Interim Lenders) is executed in breach of the provisions contemplated in this Clause 24, such assignment, transfer or sub-participation, shall be void and deemed not to have occurred.

24.5

Procedure for assignment

(a)

Subject to the condition set out in paragraph (b) of Clause 24.2 (Transfers by Interim Lenders), an assignment may be effected in accordance with paragraph (c) below when the Interim Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Interim Lender and the New Interim Lender. The Interim Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)

The Interim Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Interim Lender and the New Interim Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the assignment to such New Interim Lender.

(c)

On the Transfer Date:

(i)

the Existing Interim Lender will assign absolutely to the New Interim Lender its rights under the Interim Finance Documents and in respect of the Interim Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii)

subject to paragraph (b) of Clause 24.2, the Existing Interim Lender will be released from the obligations (the Relevant Obligations) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Interim Security);

(iii)

the New Interim Lender shall become a Party as an "Interim Lender" and will be bound by obligations equivalent to the Relevant Obligations; and

(iv)

if the assignment relates only to part of the Existing Interim Lender's share in the outstanding Interim Loans, the assigned part will be separated from the Existing Interim Lender's share in the outstanding Interim Loans, made an independent debt and assigned to the New Interim Lender as a whole debt.

Echo: Interim Facilities Agreement

24.6

(a)

The Interim Facility Agent, acting for this purpose as the agent of the Obligors, shall maintain at its address:

(i)

each Transfer Certificate referred to in Clause 24.4 (Procedure for transfer) and each Assignment Agreement referred to in Clause 24.5 (Procedure for assignment) and each Increase Confirmation delivered to and accepted by it; and

(ii)

with respect to each Interim Loan, a register for the recording of the names and addresses of the Interim Lenders (and any assignment or participation thereof) and the Interim Commitment of, and principal amount owing to, each Interim Lender from time to time (the Register) under such Interim Loan, which may be kept in electronic form.

(b)

The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Obligors, the Interim Facility Agent and the Interim Lenders shall treat each person whose name is recorded in the Register as an Interim Lender hereunder for all purposes of this Agreement. The Interim Facility Agent shall provide each Obligor with a copy of the Register within five (5) Business Days of request. The Register is intended to comply with the requirements for obligations in registered form under Section 5f.103-1(c) of the United States Treasury Regulations (or proposed Treasury Regulations 1.163-5 once finalised) and the provisions of this Clause 24.6 shall be interpreted accordingly.

(c)

Each Party to this Agreement irrevocably authorises the Interim Facility Agent to make the relevant entry in the Register (and which the Interim Facility Agent shall do promptly) on its behalf for the purposes of this Clause 24.6 without any further consent of, or consultation with, such Party.

(d)

The Interim Facility Agent shall, upon request by an Existing Interim Lender (as defined in paragraph (a) of Clause 24.2 (Transfers by Interim Lenders)) or a New Interim Lender, confirm to that Existing Interim Lender or New Interim Lender whether a transfer or assignment from that Existing Interim Lender or (as the case may be) to that New Interim Lender has been recorded on the Register (including details of the Interim Commitment of that Existing Interim Lender or New Interim Lender in each such Interim Loan).

24.7

Copy of Transfer Certificate or Assignment Agreement to Obligors' Agent

The Interim Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send a copy of that Transfer Certificate or Assignment Agreement to the Obligors' Agent.

Echo: Interim Facilities Agreement

24.8

Increased costs

If:

(a)

an Interim Lender assigns, transfers, sub-participates or otherwise disposes of any of its rights or obligations under the Interim Finance Documents or changes its Facility Office or lending office or branch; and

(b)

as a result of circumstances existing at the date the assignment, transfer, sub-participation or other change occurs, an Obligor would be obliged to make a payment or increased payment to the New Interim Lender or Interim Lender acting through its new office, branch or Facility Office under Clauses 10.1 (Gross-up), 10.3 (Tax indemnity) or 11.1 (Increased Costs),

then the New Interim Lender or Interim Lender acting through its new office, branch or Facility Office is not entitled to receive a payment under Clause 10.1 (Gross-up), 10.3 (Tax indemnity) or 11.1 (Increased Costs) to the extent such payment would be greater than the payment that would have been made to the Existing Interim Lender or Interim Lender acting through its previous office, branch or Facility Office had the assignment, transfer, sub-participation or other change not occurred.

25.

Impairment and Replacement of Interim Finance Parties

The provisions of Schedule 6 (Impairment and Replacement of Interim Finance Parties) are incorporated into this Clause 25 by reference.

26.

Conduct of Business by the Interim Finance Parties

No provision of this Agreement will:

(a)

interfere with the right of any Interim Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)

oblige any Interim Finance Party to investigate or claim any credit, relief, remission or repayment available to it or to the extent, order and manner of any claim; or

(c)

except as contemplated by Clause 10.8 (FATCA information) and Clause 10.9 (FATCA Deduction), oblige any Interim Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

27.

Amendments and Waivers

27.1

Required consents

(a)

Subject to Clause 27.2 (Exceptions), any term of the Interim Finance Documents may be amended or waived only with the consent of the Majority Interim Lenders and the Obligors' Agent and any such amendment or waiver will be binding on all Parties.

(b)

The Interim Facility Agent may effect, on behalf of any Interim Finance Party, any amendment or waiver permitted by this Clause 26.

Echo: Interim Facilities Agreement

27.2

Exceptions

(a)

An amendment or waiver that has the effect of changing or which relates to:

(i)

the definition of Majority Interim Lenders;

(ii)

Clause 5 (Nature of an Interim Finance Party's Rights and Obligations), Clause 18 (Pro Rata Payments) or Clause 24 (Changes to Parties);

(iii)

any change to the Obligors;

(iv)

[reserved];

(v)

the nature or scope of:

(A)

the Interim Security; or

(B)

the manner in which the proceeds of enforcement of the Interim Security are distributed;

(vi)

the release of any guarantee and indemnity granted under any Interim Finance Document or the release of any Interim Security, in each case unless permitted under this Agreement or any other Interim Finance Document;

(vii)

any provision which expressly requires the consent of all of the Interim Lenders;

(viii)

this Clause 27; or

(ix)

paragraph 8 (Change of control) of Part III (Major Events of Default) of Schedule 5 (Major Representations, Undertakings and Events of Default),

shall not be made without the prior consent of all the Interim Lenders.

(b)

An amendment or waiver that has the effect of changing or relates to:

(i)

an extension to the availability periods referred to herein or the date of payment of any amount under any Interim Finance Document;

(ii)

a reduction in the Margin or the amount of any payment to be made under any Interim Finance Document;

(iii)

an increase in or an extension of any Interim Commitment; or

(iv)

a change in currency of payment of any amount under the Interim Finance Documents,

shall only require the consent of each Interim Lender that is participating in that extension, reduction, increase or change.

Echo: Interim Facilities Agreement

(c)

An amendment or waiver which relates to the rights or obligations of the Interim Facility Agent, the Arranger or the Interim Security Agent may not be effected without the consent of the Interim Facility Agent, the Arranger or the Interim Security Agent, as applicable.

(d)

Without prejudice to the Interim Facility Agent's right to seek instruction from the Interim Lenders from time to time, this Agreement and any other Interim Finance Document may be amended solely with the consent of the Interim Facility Agent and the Obligors' Agent without the need to obtain the consent of any other Interim Lender if such amendment is effected in order:

(i)

to correct or cure ambiguities, errors, omissions, defects;

(ii)

to effect administrative changes of a technical or immaterial nature; or

(iii)

to fix incorrect cross references or similar inaccuracies in this Agreement or the applicable Interim Finance Document.

27.3

Excluded Commitment

If an Interim Lender does not either accept or reject a request from a Group Company (or the Interim Facility Agent on behalf of that Group Company) for any consent or agreement in relation to a release, waiver or amendment of any provisions of the Interim Finance Documents or other vote of Interim Lenders under the terms of the Interim Finance Documents within ten (10) Business Days (or any other period of time specified by that Group Company but, if shorter than ten (10) Business Days, as agreed by the Interim Facility Agent) of the date of such request being made, then that Interim Lender shall be automatically excluded from participating in that vote and its participations, Interim Commitments and vote (as the case may be) shall not be included (or, as applicable, required) with the Total Interim Commitments or otherwise when ascertaining whether the approval of Majority Interim Lenders, all Interim Lenders, or any other class of Interim Lenders (as applicable) has been obtained with respect to that request for a consent or agreement and its status as an Interim Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Interim Lenders has been obtained to approve the request.

27.4

Disenfranchisement of Restricted Finance Parties

Insofar as any amendment, waiver, determination, declaration, decision (including a decision to accelerate) or direction (each a Relevant Measure) in respect of the Sanctions Provisions concerns, is referred to or otherwise relates to any Sanctions, Sanctioned Country and/or Sanctioned Persons, a Restricted Finance Party may in its absolute discretion (but shall be under no obligation to) notify in writing to the Interim Facility Agent that it does have, in the given circumstances, the benefit of the provision in respect of which the Relevant Measure is sought. The Interim Commitments of each Interim Lender that is a Restricted Finance Party that has not notified the Interim Facility Agent to that effect under this paragraph and the vote of any other Restricted Finance Party which would be required to vote in accordance with the provisions of this Agreement and that has not notified the Interim Facility Agent to that effect under this paragraph will be excluded for the purpose of determining whether the consent of the requisite Interim Finance Parties to approve such Relevant Measure has been obtained or whether the Relevant Measure by the requisite Interim Finance Parties has been made.

Echo: Interim Facilities Agreement

28.

Miscellaneous

28.1

Partial invalidity

If any provision of the Interim Finance Documents is or becomes illegal, invalid or unenforceable in any jurisdiction that shall not affect the legality, validity or enforceability in that jurisdiction of any other term of the Interim Finance Documents or the legality, validity or enforceability in other jurisdictions of that or any other term of the Interim Finance Documents.

28.2

Counterparts

This Agreement may be executed in any number of counterparts and all of those counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by email attachment or telecopy shall be an effective mode of delivery.

28.3

Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Interim Finance Party, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

28.4

Complete agreement

The Interim Finance Documents contain the complete agreement between the Parties on the matters to which they relate and may not be amended except in accordance with their terms.

28.5

No representations by Interim Finance Parties

No Interim Finance Party is liable to any Obligor for any representation or warranty that is not set out in the Interim Finance Documents, except for one made fraudulently by such Interim Finance Party.

28.6

Third party rights

(a)

Unless expressly provided to the contrary in an Interim Finance Document, a person who is not a party to an Interim Finance Document may not rely on or enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

(b)

Notwithstanding any term of any Interim Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Echo: Interim Facilities Agreement

29.

Governing Law

This Agreement (and any non-contractual obligations arising out of or in relation to this Agreement), and any dispute or proceeding (whether contractual or non-contractual) arising out of or relating to this Agreement, shall be governed by English law.

30.

Jurisdiction

30.1

Submission to jurisdiction

Each of the Parties agrees that the courts of England have exclusive jurisdiction to hear, decide and settle any dispute or proceedings arising out of or relating to this Agreement (including as to existence, validity or termination) (each a Dispute) and for the purpose of enforcement or any judgment against its assets, each Party irrevocably submits to the jurisdiction of the English courts.

30.2

Forum

Each of the Parties:

(a)

agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and waive any objection to the courts of England on grounds of inconvenient forum or otherwise; and

(b)

agrees that a judgment or order of an English court in connection with a Dispute is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

30.3

Specific performance

Each Interim Finance Party acknowledges and agrees that:

(a)

each Obligor may be irreparably harmed by a breach of any term of the Interim Finance Documents and damages may not be an adequate remedy; and

(b)

each Obligor may be granted an injunction or specific performance for any threatened or actual breach of any term of the Interim Finance Documents.

30.4

Service of process

(a)

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)

irrevocably appoints Bidco as its agent for service of process in relation to any proceedings before the English courts in connection with any Interim Finance Document; and

(ii)

agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

Echo: Interim Facilities Agreement

(b)

If any person appointed as agent for service of process is unable for any reason to act as agent for service of process, the Obligors' Agent (on behalf of all the Obligors) must promptly (and in any event within ten (10) Business Days of such event taking place) appoint another agent on terms acceptable to the Interim Facility Agent (acting reasonably and in good faith). Failing this, the Interim Facility Agent may appoint another agent for this purpose.

30.5

Bail-in

(a)

Notwithstanding any other term of any Interim Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Interim Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(i)

any Bail-In Action in relation to any such liability, including (without limitation):

(A)

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(B)

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(C)

a cancellation of any such liability; and

(ii)

a variation of any term of any Interim Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

(b)

For the purposes of this Clause 30.5:

Article 55 BRR means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means:

(i)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(ii)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and

Echo: Interim Facilities Agreement

(iii)

in relation to the United Kingdom, the UK Bail-in Legislation.

EEA Member Country means any Member State, Iceland, Liechtenstein and Norway.

EU Bail-In Legislation Schedule means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.

UK Bail-In Legislation means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

Write-down and Conversion Powers means:

(i)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(ii)

in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:

(A)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(B)

any similar or analogous powers under that Bail-In Legislation; and

(iii)

in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.

Echo: Interim Facilities Agreement

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Echo: Interim Facilities Agreement

Schedule 1
Definitions and Interpretation

Part I
Definitions

ABL Credit Agreement means the credit agreement dated 30 December 2021 and made between, among others, Viavi Solutions, Inc. and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, amended and restated, extended, refinanced, replaced, supplemented or otherwise modified from time to time).

Acceleration Notice has the meaning given to that term in paragraph (a)(ii) of Clause 7.1 (Repayment).

Acceptance Condition means, in relation to an Offer, a condition such that the Offer may not be declared unconditional as to acceptances until the Company has received acceptances in respect of a certain percentage or number of Target Shares.

Acquisition means an acquisition of Target Shares by Bidco pursuant to a Scheme and/or Offer and, if applicable, a Squeeze-Out or any other acquisition of shares in the Target (together with any other payments in connection with, related to or in lieu of such acquisition, including any contribution and/or transfer of Target Shares to Bidco).

Acquisition Documents means the Scheme Documents and/or the Offer Documents and any other document or agreement designated in writing as an Acquisition Document by the Obligors’ Agent and the Interim Facility Agent.

Affiliate means:

(a)

in relation to any person other than an Interim Finance Party, a Subsidiary or a Holding Company of that person or any other Subsidiary of that Holding Company;

(b)

in relation to any Interim Finance Party other than a fund, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Interim Finance Party; or

(c)

in relation to any Interim Finance Party which is a fund, any other fund which is advised or managed by the same investment adviser or an Affiliate of that investment adviser.

Agent means the Interim Facility Agent or the Interim Security Agent, as the context requires and Agents means both of them taken together.

Announcement means any press release made by or on behalf of Bidco announcing a firm intention to implement a Scheme or, as the case may be, make an Offer, in each case in accordance with Rule 2.7 of the City Code.

Anti-Corruption Laws means all laws of any jurisdiction applicable to an Obligor from time to time concerning or relating to anti-bribery, anti-money laundering or anti-corruption (including the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977).

Echo: Interim Facilities Agreement

Applicable Securities Laws means the City Code, the Companies Act 2006, the London Stock Exchange, any other applicable stock exchange and/or any other applicable law, rule, regulation and/or other such requirements.

Assignment Agreement means an agreement substantially in the form set out in Schedule 8 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

Available Interim Revolving Facility Commitment means, in relation to the Interim Revolving Facility, an Interim Revolving Facility Lender's Interim Revolving Facility Commitment minus (subject to the provisions below):

(a)

the Base Currency Amount of its participation in any outstanding Interim Utilisations under that Interim Revolving Facility; and

(b)

in relation to any proposed Interim Utilisation under that Interim Revolving Facility, the Base Currency Amount of its participation in any other Interim Utilisations that are due to be made under that Interim Revolving Facility on or before the proposed Drawdown Date.

For the purposes of calculating a Lender's Available Interim Revolving Facility Commitment in relation to any proposed Interim Utilisation under the Interim Revolving Facility only, an Interim Revolving Facility Lender's participation in any Interim Utilisations that are due to be repaid or prepaid on or before the proposed Drawdown Date shall not be deducted from that Interim Revolving Facility Lender's Interim Revolving Facility Commitment.

Bank Guarantee means:

(a)

a letter of credit, substantially in the form set out in Schedule 10 (Form of Bank Guarantee) or in any other form requested by an Obligor and consented to by the Issuing Bank in respect of that Bank Guarantee (such consent not to be unreasonably withheld or delayed); or

(b)

any other guarantee, bond, indemnity, letter of credit, documentary or like credit or any other instrument of suretyship or payment, issued, undertaken or made by the relevant Issuing Bank in a form requested by an Obligor and consented to by the Issuing Bank in respect of such Bank Guarantee (such consent not to be unreasonably withheld or delayed).

Bank Guarantee Request means a signed notice requesting a Bank Guarantee substantially in the form set out in Part II (Bank Guarantee Request) of Schedule 2 (Form of Drawdown Request).

Bank Levy means any amount payable by any Interim Lender or any of its Affiliates on the basis of or in relation to its balance sheet or capital base or any part of it or its liabilities or minimum regulatory capital or any combination thereof, including the UK bank levy as set out in the Finance Act 2011 (as amended), the French taxe bancaire de risque systémique as set out in Article 235 ter ZE of the French Code Général des impôts, the French taxe pour le financement du fonds de soutien aux collectivités territoriales as set out by Article 235 ter ZE bis of the French Code Général des impôts, the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz) (as amended), the Dutch bankenbelasting as set out in the bank levy act (Wet bankenbelasting), the Swedish bank levy as set out in the Swedish Act on State Support to Credit Institutions (Sw. lag (2008:814) (lag om statligt stöd till kreditinstitut), the Spanish bank levy (Impuesto sobre los Depósitos en las Entidades de Crédito) as set out in the Law 16/2012 of 27 December 2012 and/or any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose or any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011 or the Single Resolution Mechanism established by EU Regulation 806/2014 of 15 July 2014.

Echo: Interim Facilities Agreement

Base Currency means US Dollars.

Base Currency Amount means, in relation to any Interim Utilisation for any amount in the Base Currency, the amount specified in the Drawdown Request or, as applicable, Bank Guarantee Request for that Interim Utilisation (or, if the amount requested is an Interim Revolving Facility Utilisation that is not denominated in the Base Currency, that amount converted into the Base Currency at the Interim Facility Agent's Spot Rate of Exchange on the date which is three (3) Business Days before the Drawdown Date or, if later, on the date the Interim Facility Agent receives the Drawdown Request or, as applicable, Bank Guarantee Request), as adjusted to reflect any repayment or prepayment under this Agreement.

Base Rate means, in relation to any Term Rate Loan (other than a USD Term Rate Loan) denominated in any currency other than Euro or a Compounded Rate Currency:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for the Interest Period of that Term Rate Loan) the Interpolated Screen Rate for that Term Rate Loan; or

(c)

if:

(i)

no Screen Rate is available for the Interest Period of that Term Rate Loan; and

(ii)

it is not possible to calculate an Interpolated Screen Rate for that Term Rate Loan,

the Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for the offering of deposits in the currency of that Term Rate Loan for a period equal in length to the Interest Period of that Term Rate Loan (provided that, if that rate is less than zero, the Base Rate shall be deemed to be zero).

Notwithstanding anything to the contrary, the Interim Facility Agent may (with the prior written consent of the Company) specify another page, service or method for determining the Base Rate for any currency for the purposes of the Interim Finance Documents (including, for the avoidance of doubt, any alternative benchmark, base rate or reference rate which may be available in relation to that currency at the relevant time).

Bidco means Viavi Solutions Acquisitions Limited, a limited company incorporated under the laws of England and Wales with company number 15521962.

Echo: Interim Facilities Agreement

Break Costs means:

(a)

in respect of a Term Rate Loan (other than a USD Term Rate Loan), the amount (if any) by which:

(i)

the interest (excluding the portion reflecting the applicable Margin and any EURIBOR, Base Rate or other base rate floor) which an Interim Lender should have received for the period from the date of receipt of all or any part of its participation in an Interim Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Interim Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(ii)

the amount which that Interim Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the relevant interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; and

(b)

in respect of a Compounded Rate Loan or a USD Term Rate Loan, zero.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York City, New York and:

(a)

(in relation to any date for payment or purchase of a currency other than Euro) the principal financial centre of the country of that currency; or

(b)

(in relation to any date for payment or purchase of Euro) any TARGET Day.

provided that for the purposes of any Interim Utilisation Date of the Interim Facilities and the calculation of the periods in connection with the Certain Funds Period, "Business Day" shall, at the Company's option in relation to any determination of Business Days, have the same meaning as in any Acquisition Document.

Certain Funds Period means the period from (and including) the date of this Agreement to (and including) 11:59 p.m. (in London) on the earliest to occur of:

(a)

if the Acquisition is intended to be completed pursuant to a Scheme, the date on which the Scheme lapses (including, subject to exhausting any rights of appeal, if a relevant court refuses to sanction the Scheme) or is withdrawn in writing in accordance with its terms (other than (i) where such lapse or withdrawal is as a result of the exercise of the Company’s right to effect a switch from the Scheme to an Offer or (ii) it is otherwise to be followed within twenty (20) Business Days by an Announcement by the Company to implement the Acquisition by a different offer or scheme (as applicable));

(b)

if the Acquisition is intended to be completed pursuant to an Offer, the date upon which the Offer lapses, terminates or is withdrawn in writing in accordance with its terms (other than (i) where such lapse or withdrawal is as a result of the exercise of the Company’s right to effect a switch from the Offer to a Scheme or (ii) it is otherwise to be followed within twenty (20) Business Days by an Announcement by the Company to implement the Acquisition by a different offer or scheme (as applicable));

Echo: Interim Facilities Agreement

(c)

the date falling eighteen (18) months after the date of the first Announcement (the Commitment Long Stop Date) provided that, (i) if the conditions to the Offer or Scheme (as applicable) relating to regulatory or relevant government clearance or approvals have not been satisfied and/or waived by the Company and (ii) the Scheme Effective Date has not occurred or (as applicable) the Offer has not been declared unconditional, in each case, by such eighteen (18) month date, the Commitment Long Stop Date shall be automatically extended (such extension being a Commitment Long Stop Date Extension) to the date that is twenty (20) months after the date of the first Announcement and provided further that, if the Scheme Effective Date occurs or (as applicable) the Offer is declared unconditional, in each case, on any date (the Relevant Date) that is less than fourteen (14) days prior to the Commitment Long Stop Date (including as extended pursuant to a Commitment Long Stop Date Extension), the Commitment Long Stop Date shall be automatically extended to the fourteenth (14^th) day following such Relevant Date;

(d)

the date on which Interim Facility B has been utilised in full or the Interim Facility B Commitments have been cancelled in full and all of the consideration payable under the Acquisition in respect of the Target Shares has been paid in full; and

(e)

if the first Announcement has not been released by such time, ten (10) Business Days following the date of this Agreement.

Change of Control means the occurrence of any of the events or circumstances described in paragraph 8 (Change of control) of Part III (Major Events of Default) of Schedule 5 (Major Representations, Undertakings and Events of Default).

Change of Law means any change which occurs after the date of this Agreement or, if later, after the date on which the relevant Interim Lender became an Interim Lender pursuant to this Agreement (as applicable) in any law, regulation or treaty (or in the published interpretation, administration or application of any law, regulation or treaty) or any published practice or published concession of any relevant tax authority other than:

(a)

any change that occurs pursuant to, or in connection with the adoption, ratification, approval or acceptance of, the MLI in or by any jurisdiction; or

(b)

any change arising in consequence of, or in connection with, the United Kingdom ceasing to be a member state of the European Union.

Charged Property means all the assets of the Group which, from time to time, are expressed to be the subject of the Interim Security.

City Code means the UK City Code on Takeovers and Mergers as administered by the Panel (as may be amended from time to time).

Commitment Letter means a letter dated on the date of this Agreement between the Arranger, the Original Interim Lender and the Company setting out the terms and conditions pursuant to which the Arranger agrees to arrange and the Original Interim Lender agrees to underwrite certain facilities in connection with any Acquisition and appending the schedules thereto (including the agreed form Term Sheet).

Echo: Interim Facilities Agreement

Compounded Rate Currency means any Rate Switch Currency in respect of which the Rate Switch Date has occurred.

Compounded Rate Loan means any Interim Loan or, if applicable, Unpaid Sum which is denominated in a Compounded Rate Currency which is, or becomes, a “Compounded Rate Loan” pursuant to Clause 8.2 (Change of Reference Rate).

Compounded Rate Supplement means, in relation to any currency, a document which:

(a)

is designated in writing by the Company as a Compounded Rate Supplement in respect of that currency;

(b)

specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms;

(c)

has been made available to the Interim Facility Agent and each existing Interim Lender with an Interim Commitment denominated (or which may be utilised) in such currency; and

(d)

has not been rejected (by 5.00 p.m. London time on the date falling 5 Business Days (or any other period of time expressly notified for this purpose by the Company, with the prior agreement of the Interim Facility Agent (acting reasonably) if the period for this provision to operate is less than 5 Business Days) after the date of such document being made available to the Interim Facility Agent) by an Interim Lender or Interim Lenders whose Interim Commitments aggregate 66.66 per cent. or more of the Interim Commitments denominated (or which may be utilised) in such currency at that time.

Compounded Rate Terms means in relation to:

(a)

a currency;

(b)

an Interim Loan in that currency;

(c)

an Interest Period for such an Interim Loan (or other period for the accrual of commission or fees in respect of that currency); or

(d)

any term of this Agreement relating to the determination of a rate of interest in relation to such an Interim Loan,

(e)

the terms set out for that currency in Schedule 12 (Compounded Rate Terms) or in any Compounded Rate Supplement.

Compounded Reference Rate means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

(a)

the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b)

the applicable Credit Adjustment Spread (if any).

Echo: Interim Facilities Agreement

Compounding Methodology Supplement means, in relation to the Daily Non-Cumulative Compounded RFR Rate for any currency, a document which:

(a)

is designated in writing by the Company as a Compounding Methodology Supplement in respect of that currency;

(b)

specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms;

(c)

has been made available to the Interim Facility Agent and each existing Interim Lender with an Interim Commitment denominated (or which may be utilised) in such currency; and

(d)

Confidentiality Undertaking means a confidentiality undertaking agreeing to keep the Interim Finance Documents or other documents or information confidential, on which the Obligors' Agent is able to rely and which is either (i) in the form most recently published by the Loan Market Association or (ii) otherwise in form and substance satisfactory to the Obligors' Agent.

Court Order means the order of the High Court sanctioning the Scheme.

Credit Adjustment Spread means, in respect of any Compounded Rate Loan, any rate which is either:

(a)

specified as such in the applicable Compounded Rate Terms; or

(b)

determined by the Interim Facility Agent (or any other person which is appointed by the Company to determine that rate in place of the Interim Facility Agent from time to time, in each case with the consent of that person) in accordance with the methodology specified in the applicable Compounded Rate Terms.

Daily Non-Cumulative Compounded RFR Rate means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Interim Facility Agent (or any other person which is appointed by the Company to determine that rate in place of the Interim Facility Agent from time to time, in each case with the consent of that person) in accordance with the methodology set out in Schedule 13 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

Daily Rate means the rate specified as such in the applicable Compounded Rate Terms.

Defaulting Lender has the meaning given to that term in Part V (Definitions) of Schedule 6 (Impairment and Replacement of Interim Finance Parties).

Delegate means any delegate, agent, attorney or co-trustee appointed by the Interim Security Agent.

Echo: Interim Facilities Agreement

Domestic Lender means, in relation to any Obligor, an Interim Lender that is lending through a Facility Office in, and is resident for tax purposes in, the Obligor’s Tax Jurisdiction, provided that interest payments received (or, as the case may be, receivable) through such Facility Office are included within the taxable profits of that Facility Office for the purpose of calculating that Interim Lender’s taxable income in such jurisdiction.

Drawdown Date means the date of an Interim Utilisation, being the date on which the relevant Interim Loan is to be made or the relevant Bank Guarantee is to be issued.

Drawdown Request means a signed notice requesting an Interim Utilisation in the form set out in Part I (Loan Request) of Schedule 2 (Form of Drawdown Request).

Equity Contribution means:

(a)

any investment in cash or in kind in the form of equity (including share capital) (including by way of the contribution of the proceeds of any Holdco Financing or other proceeds) in, or other capital contributions (including by way of premium and/or contribution to capital reserves) to, the Company; and/or

(b)

the Subordinated Shareholder Liabilities.

EURIBOR means, in relation to any Term Rate Loan denominated in Euro:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for the Interest Period of that Interim Loan or Unpaid Sum) the Interpolated Screen Rate for that Interim Loan or Unpaid Sum; or

(c)

if:

(i)

no Screen Rate is available for the Interest Period of that Interim Loan or Unpaid Sum; and

(ii)

it is not possible to calculate an Interpolated Screen Rate for that Interim Loan or Unpaid Sum,

the Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for the offering of deposits in Euro for a period equal in length to the Interest Period of the relevant Interim Loan or Unpaid Sum (provided that, if that rate is less than zero, EURIBOR shall be deemed to be zero). Notwithstanding anything to the contrary, the Interim Facility Agent may (with the prior written consent of the Company) specify another page, service or method for determining EURIBOR for the purposes of the Interim Finance Documents (including, for the avoidance of doubt, any alternative benchmark, base rate or reference rate which may be available at the relevant time).

Existing Interim Lender has the meaning given to that term in paragraph (a) of Clause 24.2 (Transfers by Interim Lenders).

Expiry Date means, for a Bank Guarantee, the last day of its Term.

Echo: Interim Facilities Agreement

Facilities has the meaning given to that term in the Commitment Letter.

Facility B has the meaning given to the term “Initial Term Loan Facility” in the Commitment Letter.

Facility Office means the office or offices through which an Interim Lender or the Issuing Bank will perform its obligations under the Interim Facility as notified to the Interim Facility Agent in writing on or before the date it becomes an Interim Lender or the Issuing Bank (or, following that date, by not less than five (5) Business Days' notice).

FATCA means:

(a)

Sections 1471 through 1474 of the US Code or any associated regulations or other official guidance (or any amended or successor version that is substantially comparable);

(b)

any treaty, law, regulation or other official guidance enacted in any jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of anything mentioned in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of anything mentioned in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

FATCA Application Date means:

(a)

in relation to a ''withholdable payment'' described in section 1473(1)(A)(i) of the US Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b)

in relation to a ''withholdable payment" described in section 1473(1)(A)(ii) of the US Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), the first date from which such payment may become subject to a deduction or withholding required by FATCA; or

(c)

in relation to a ''passthru payment'' described in section 1471(d)(7) of the US Code not falling within paragraphs (a) or (b) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

FATCA Deduction means a deduction or withholding from a payment under an Interim Finance Document required by FATCA.

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

Fee Letter means the Fee Letter (as defined in the Commitment Letter) and/or the Interim Fee Letter, as the context requires.

Financial Adviser means Wells Fargo Securities International Limited.

Echo: Interim Facilities Agreement

Fraudulent Transfer Law means any applicable US Bankruptcy Code or any applicable US state fraudulent transfer or conveyance law.

Group means the Company and each of its Subsidiaries from time to time.

Group Company means a member of the Group.

High Court means the High Court of Justice of England and Wales.

Holdco Financing means any debt or equity financing (howsoever borrowed, incurred or provided) provided to any Holding Company of the Company by any person, including any vendor, shareholder of the Target (or their Affiliates) or third party financing.

Holding Company means in relation to any person, any other body corporate or other entity of which it is a Subsidiary.

Interest Period has the meaning given to that term in paragraph (a) of Clause 8.3 (Payment of interest).

Interim Agency Fee Letter means the fee letter dated on or about the date of this Agreement between the Company, the Interim Facility Agent and/or the Interim Security Agent.

Interim Cash Flow Facility has the meaning given to that term in the Interim Fee Letter.

Interim Closing Date means the first date upon which Interim Facility B is drawn in order to complete any Acquisition.

Interim Commitment means an Interim Facility B Commitment and/or an Interim Revolving Facility Commitment.

Interim Facility means Interim Facility B and/or the Interim Revolving Facility.

Interim Facility Agent's Spot Rate of Exchange means the Interim Facility Agent's spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. on a particular day.

Interim Facility B has the meaning given to that term in paragraph (a) of Clause 2.1 (The Interim Facilities).

Interim Facility B Commitment means:

(a)

in relation to each Original Interim Lender, the amount of Interim Facility B set opposite its name under the heading "Interim Facility B Commitment" in Schedule 11 (The Original Interim Lenders) and the amount of any other Interim Facility B Commitment transferred to it pursuant to Clause 24 (Changes to Parties) or assumed by it in accordance with Clause 25 (Impairment and Replacement of Interim Finance Parties) and paragraph 2 (Increase) of Part III (Replacement of an Interim Lender / Increase) of Schedule 6 (Impairment and Replacement of Interim Finance Parties); and

(b)

in respect of any other Interim Lender, the amount transferred to it in respect of Interim Facility B pursuant to Clause 24 (Changes to Parties) or assumed by it in accordance with Clause 25 (Impairment and Replacement of Interim Finance Parties) and paragraph 2 (Increase) of Part III (Replacement of an Interim Lender / Increase) of Schedule 6 (Impairment and Replacement of Interim Finance Parties),

Echo: Interim Facilities Agreement

to the extent not cancelled, reduced or transferred by it under this Agreement.

Interim Facility B Loan means the principal amount of the borrowing under Interim Facility B or the principal amount outstanding of that borrowing at any time.

Interim Fee Letter means the fee letter(s) dated on or about the date of this Agreement between the Company, the Arranger and the Original Interim Lenders.

Interim Finance Documents means each of this Agreement, the Interim Agency Fee Letter, the Fee Letter, the Interim Security Documents, each Bank Guarantee, each Drawdown Request and any other document designated as such in writing by the Interim Facility Agent and the Obligors' Agent.

Interim Finance Parties means the Interim Lenders, the Arranger, any Issuing Bank, the Interim Facility Agent and the Interim Security Agent.

Interim Lender means:

(a)

an Original Interim Lender; and

(b)

any other bank or financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or other person which has become a Party as an Interim Lender pursuant to Clause 24 (Changes to Parties) or paragraph 2 (Increase) of Part III (Replacement of an Interim Lender / Increase) of Schedule 6 (Impairment and Replacement of Interim Finance Parties),

which, in each case, has not ceased to be an Interim Lender in accordance with the terms of this Agreement.

Interim Liabilities means all liabilities owed by the Obligors to the Interim Finance Parties under the Interim Finance Documents.

Interim Loan means an Interim Facility B Loan or an Interim Revolving Facility Loan.

Interim Revolving Facility has the meaning given to that term in paragraph (b) of Clause 2.1 (The Interim Facilities).

Interim Revolving Facility Availability Period means the period from and including the Interim Closing Date to and including the Termination Date.

Interim Revolving Facility Commitment means:

(a)

in relation to each Original Interim Lender, the amount of the Interim Revolving Facility set opposite its name under the heading ''Interim Revolving Facility Commitment'' in Schedule 11 (The Original Interim Lenders) and the amount of any other Interim Revolving Facility Commitment transferred to it pursuant to Clause 24 (Changes to Parties) or assumed by it in accordance with Clause 25 (Impairment and Replacement of Interim Finance Parties) and paragraph 2 (Increase) of Part III (Replacement of an Interim Lender / Increase) of Schedule 6 (Impairment and Replacement of Interim Finance Parties); and

Echo: Interim Facilities Agreement

(b)

in respect of any other Interim Lender, the amount transferred to it in respect of the Interim Revolving Facility pursuant to Clause 24 (Changes to Parties) or assumed by it in accordance with Clause 25 (Impairment and Replacement of Interim Finance Parties) and paragraph 2 (Increase) of Part III (Replacement of an Interim Lender / Increase) of Schedule 6 (Impairment and Replacement of Interim Finance Parties),

to the extent not cancelled, reduced or transferred by it under this Agreement.

Interim Revolving Facility Lender means any Interim Lender who makes available an Interim Revolving Facility Commitment or an Interim Revolving Facility Loan.

Interim Revolving Facility Loan means the principal amount of each borrowing under the Interim Revolving Facility or the principal amount outstanding of that borrowing at any time.

Interim Revolving Facility Utilisation means an Interim Revolving Facility Loan and/or a Bank Guarantee, in each case, as the context requires.

Interim Security means the Security Interests created or expressed to be created in favour of the Interim Security Agent pursuant to the Interim Security Documents.

Interim Security Document means any document required to be delivered to the Interim Facility Agent under sub-paragraph (c) of paragraph 2 (Interim Finance Documents) of Schedule 3 (Conditions Precedent).

Interim Term Loan Facility has the meaning given to that term in the Interim Fee Letter.

Interim Term Loan Facility Commitments has the meaning given to that term in the Interim Fee Letter.

Interim Utilisation means an Interim Loan and/or a Bank Guarantee, in each case, as the context requires.

Interim Utilisation Date means the date on which an Interim Utilisation is made.

Interpolated Screen Rate in relation to EURIBOR or, as the case may be, the applicable Base Rate for any Term Rate Loan (other than a USD Term Rate Loan), the rate which results from interpolating on a linear basis between:

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Interim Loan or Unpaid Sum; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Interim Loan,

each as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Interim Loan.

Echo: Interim Facilities Agreement

Issuing Bank means any person which agrees to act as an issuing bank in respect of the issue of a Bank Guarantee in accordance with Schedule 9 (Bank Guarantees).

Long-term Financing Agreements means, collectively, the facilities agreements, indentures, trust deeds or other agreements and/or instruments to be entered into for the purpose of refinancing the Interim Facilities including as the case may be the Facilities.

Major Event of Default means an event or circumstance set out in Part III (Major Events of Default) of Schedule 5 (Major Representations, Undertakings and Events of Default), in each case:

(i)

with respect to the Company and Bidco only (and for the avoidance of doubt not with respect to the Target Group or any other Group Company) and excluding any procurement obligation with respect to the Target Group or any other Group Company;

(ii)

in so far as it relates to any Interim Security Documents, such references to an Interim Security Document shall be deemed not to include an Interim Security Document which relates to security over material bank accounts and/or intra-Group receivables; and

(iii)

in so far as it relates to any Interim Finance Document, such references to an Interim Finance Document shall be deemed not to include a Bank Guarantee.

Major Representation means a representation set out in Part I (Major Representations) of Schedule 5 (Major Representations, Undertakings and Events of Default), in each case:

(i)

(ii)

(iii)

in so far as it relates to any Interim Finance Document, such references to an Interim Finance Document shall be deemed not to include a Bank Guarantee.

Major Undertaking means an undertaking set out in Part II (Major Undertakings) of Schedule 5 (Major Representations, Undertakings and Events of Default), in each case:

(i)

(ii)

Echo: Interim Facilities Agreement

(iii)

in so far as it relates to any Interim Finance Document, such references to an Interim Finance Document shall be deemed not to include a Bank Guarantee.

Majority Interim Lenders means, at any time, Interim Lenders:

(a)

whose Interim Commitments then aggregate greater than 50 per cent. (or, for the purposes of paragraph (b) of Clause 7.1 (Repayment), 66²/₃ per cent.) of the Total Interim Commitments; or

(b)

if the Total Interim Commitments have then been reduced to zero, whose Interim Commitments aggregated greater than 50 per cent. (or, for the purposes of paragraph (b) of Clause 7.1 (Repayment), 66²/₃ per cent.) of the Total Interim Commitments immediately before that reduction.

Management means any members of management and/or employees of any member of the Group (for this purpose including any person who was a member of management or an employee when acquiring an interest) or any former member of management and/or any other person directly or indirectly holding any interest pursuant to a management investment plan, management equity plan, incentive scheme or similar arrangement.

Margin means:

(a)

in relation to the Interim Term Loan Facility, 3.75 per cent. per annum;

(b)

in relation to the Interim Cash Flow Facility, 3.50 per cent. per annum; and

(c)

in relation to the Interim Revolving Facility, 3.50 per cent. per annum.

Material Adverse Effect means any event or circumstance which (after taking account of all relevant mitigating factors or circumstances (including, any warranty, indemnity, insurance or other resources available to the Group or right of recourse against any third party with respect to the relevant event or circumstance and any anticipated additional investment in the Group)) has a material adverse effect on the consolidated business, assets or financial condition of the Group (taken as a whole) such that the Group (taken as a whole) would be reasonably likely to be unable to perform its payment obligations under the Interim Finance Documents in respect of principal amounts due and payable thereunder and is not remedied within twenty (20) Business Days of the Company being given written notice of the issue by the Interim Facility Agent.

Member State means a member state of the European Union.

Minimum Acceptance Condition means, in relation to an Offer, an Acceptance Condition of not less than seventy five (75) per cent. of the voting rights exercisable at a general meeting of the Target (at the time the Offer becomes or is declared unconditional as to acceptances) plus one Target Share, including for this purpose any voting rights attaching to Target Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription rights or conversion rights or otherwise.

MLI means the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of 24 November 2016.

Echo: Interim Facilities Agreement

New Interim Lender has the meaning given to that term in paragraph (a) of Clause 24.2 (Transfers by Interim Lenders).

Non-Cooperative Jurisdiction means:

(a)

a “non-cooperative state or territory” (Etat ou territoire non coopératif) as set out in the list referred to in Article 238-0 A of the French tax code (Code Général des Impôts), as such list may be amended from time to time;

(b)

a "non-cooperative state or territory or a low tax jurisdiction" as set out in the list referred to in article 2a of the Dutch regulation covering low tax and non-cooperative jurisdictions (Regeling laagbelastende staten en niet-coöperatieve rechtsgebieden voor belastingdoeleinden), as such list may be amended from time to time;

(c)

a non-cooperative state or territory as set out in the list included in the European Union list of non-cooperative jurisdictions for tax purposes adopted by the European Council on 14 February 2023, as such list may be amended from time to time;

(d)

a non-cooperative state or territory as defined in the German Defense Against Tax Haven Act (Steueroasen-Abwehrgesetz) as of June 25, 2021;

(e)

a non-cooperative state, territory or jurisdiction as currently set out in Royal Decree 1080/1991, of 5 July and modified by Spanish Order HFP/115/2023, of 9 February 2023;

(f)

any state, territory or jurisdiction on the European Union list of non-cooperative jurisdictions for tax purposes as maintained by the European Council; and

(g)

any other state, territory or jurisdiction which is notified to the Interim Facility Agent by the Company in writing as a state, territory or jurisdiction to be treated as a “Non-Cooperative Jurisdiction" for the purposes of this Agreement as a result of the introduction of any similar or equivalent legislation from time to time.

Non-Cooperative Jurisdiction Lender means an Interim Lender incorporated, domiciled, established, resident, located or having its place of management or its Facility Office in a Non-Cooperative Jurisdiction.

Noteholder has the meaning given to the term “Convertible Notes Investor” in the Commitment Letter.

Noteholder Document means any document creating Noteholder Liabilities.

Noteholder Liabilities means any note, security or other indebtedness owed by an Obligor to any Noteholder in connection with its Notes Investment from time to time.

Notes Investment has the meaning given to the term “Convertible Notes Investment” in the Commitment Letter.

Obligors means the Borrower and the Guarantors.

Obligors' Agent means the Company or such other person appointed to act on behalf of each Obligor in relation to the Interim Finance Documents pursuant to Clause 4 (Obligors' Agent).

Echo: Interim Facilities Agreement

OFAC means the Office of Foreign Assets Control of the United States Department of the Treasury (or any successor thereto).

Offer means a takeover offer (as defined in section 974 of the Act) by Bidco in accordance with the City Code to acquire all of the Target Shares that are subject to that takeover offer (within the meaning of Section 975 of the Companies Act 2006) pursuant to the Offer Documents.

Offer Document means an offer document dispatched by or on behalf of Bidco to shareholders of the Target setting out the terms and conditions of an Offer, including any revised offer document.

Panel means the UK Panel on Takeovers and Mergers.

Participating Member State means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Party means a party to this Agreement.

Perfection Requirements means the making or the procuring of any appropriate registration, filing, recordings, enrolments, registrations, notations in stock registries, notarisations, notifications, endorsements and/or stampings of the Interim Security Documents and/or the Security Interests created thereunder.

Permitted Payment means any payment:

(a)

to enable a Holding Company of an Obligor to:

(i)

pay Taxes, duties or similar amounts for which it is liable;

(ii)

pay fees, expenses and other costs incurred in acting as, or maintaining its existence as, a holding company or arising by operation of law or in the ordinary course of administration of its business; and

(iii)

meet substance requirements for Tax purposes;

(b)

constituting the repayment or prepayment of liabilities under the Interim Finance Documents;

(c)

to refinance directly or indirectly from the proceeds of an Interim Utilisation any amounts paid from the proceeds of any Equity Contribution or Noteholder Liabilities in connection with any Acquisition;

(d)

for the purpose of funding transaction costs incurred in connection with the Acquisition, the Interim Facilities and/or the Long-term Financing Agreements (including any such costs incurred by a Holding Company of the Company and recharged to a Group Company); and/or

(e)

set out in or contemplated by a Permitted Transaction.

Echo: Interim Facilities Agreement

Permitted Tax Distribution means, if and for so long as the Company is a member of a fiscal unity (whether resulting from a domination and profit or loss pooling agreement or otherwise) with any Holding Company, any dividends, intercompany loans, other intercompany balances or other distributions to fund any income Taxes for which such Holding Company is liable up to an amount not to exceed with respect to such Taxes the amount of any such Taxes that the Company and its Subsidiaries would have been required to pay on a separate company basis or on a consolidated basis calculated as if the Company and its Subsidiaries had paid Tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Company and its Subsidiaries.

Permitted Transaction means:

(a)

any step, merger, circumstance or transaction contemplated by or relating to the Transaction Documents or the Long-term Financing Agreements (or other refinancing of the Interim Facilities) (and related documentation);

(b)

any step, circumstance or transaction which is mandatorily required by law (including arising under an order of attachment or injunction or similar legal process);

(c)

any step, circumstance or transaction permitted or contemplated by any Major Undertaking (which, for the avoidance of doubt, in each case will thereby be a Permitted Transaction for all Major Undertakings);

(d)

any transfer of the shares in, or issue of shares by, any Obligor or any step, action or transaction including share issue or acquisition or consumption of debt, for the purpose of creating the group structure for the Acquisition, including inserting another legal entity directly above or below any Obligor, and including in connection therewith, provided that, after completion of such steps, no Change of Control shall have occurred;

(e)

any Permitted Tax Distribution;

(f)

any action to be taken by a member of the Group required as a condition to any step or action in respect of the Acquisition by any Relevant Regulator or to comply with any Applicable Securities Laws;

(g)

any transaction to which the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders) shall have given prior written consent;

(h)

any transaction, step or matter entered into or to be entered into in the ordinary course of business of the Company and/or any of its Subsidiaries; and

(i)

any action to be taken by a member of the Group that, in the reasonable opinion of the Obligors' Agent, is necessary to implement or complete any Acquisition or has arisen as part of the negotiations with any shareholders of the Target Group, senior management of the Target Group, any Relevant Regulator or any anti-trust authority, regulatory authority, pensions trustee, pensions insurer, works council or trade union (or any similar or equivalent person to any of the foregoing in any jurisdiction).

Echo: Interim Facilities Agreement

Qualifying Interim Lender means, for the purposes of an Interim Loan, an Interim Lender which is beneficially entitled to interest payable by the relevant Obligor to that Interim Lender and is:

(a)

a Domestic Lender and to which, lending through a Facility Office in the Relevant Jurisdiction is able to receive such interest payments and other amounts in respect of the Interim Facility from the relevant Obligor without any Tax Deduction other than pursuant to a Treaty; or

(b)

a Treaty Interim Lender.

Quotation Day means, in relation to any period for which an interest rate is to be determined:

(a)

(if the currency is Sterling) the first day of that period;

(b)

(if the currency is US Dollars) two (2) US Government Securities Business Days before the first day of that period; or

(c)

(if the currency is Euro or any other currency than Sterling or US Dollars) 2 Business Days before the first day of that period,

unless, in the case of a Quotation Day market practice differs in the Relevant Market for a currency, in which case the Quotation Day for that currency will be determined by the Interim Facility Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given in the Relevant Market on more than one day, the Quotation Day will be the last of those days).

Rate Switch Currency means any currency for which there are Compounded Rate Terms.

Rate Switch Date means, in relation to a Rate Switch Currency, the date notified in writing by the Company to the Interim Facility Agent to be the Rate Switch Date for that Rate Switch Currency, provided that:

(a)

in relation to a Rate Switch Currency (other than a Rate Switch Currency referred to in (b) or (c) below), such date shall occur on or prior to any Rate Switch Trigger Event Date for that Rate Switch Currency;

(b)

in relation to a currency which becomes a Rate Switch Currency after the date of this Agreement and for which there is a date specified as the “Rate Switch Date” in the Compounded Rate Terms for that currency, such date shall occur on or prior to that specified date; and

(c)

the Rate Switch Date in respect of Sterling and US Dollars shall be the date of this Agreement.

Rate Switch Trigger Event means in relation to any Rate Switch Currency and the Screen Rate for the Term Reference Rate applicable to Interim Loans in that Rate Switch Currency:

(a)

the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent or information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

Echo: Interim Facilities Agreement

(b)

the administrator of that Screen Rate publicly announces that it has ceased, or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

(c)

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(d)

the administrator of that Screen Rate or its supervisor publicly announces that such Screen Rate may no longer be used.

Rate Switch Trigger Event Date means, following the occurrence of a Rate Switch Trigger Event in relation to a Rate Switch Currency, the date on which the relevant Screen Rate for that Rate Switch Currency ceases to be published or otherwise becomes unavailable.

Receiver means a receiver, receiver and manager or administrative receiver of the whole or any part of the Charged Property.

Reference Banks means the principal London offices of such banks or financial institutions as may be appointed by the Interim Facility Agent after consultation with the Obligors' Agent and which consents to its appointment.

Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Interim Facility Agent at its request by the Reference Banks:

(a)

in relation to any Base Rate, as the rate at which the relevant Reference Bank could borrow funds in the relevant interbank market; or

(b)

in relation to EURIBOR, as the rate at which the relevant Reference Bank could borrow funds in the European interbank market,

(c)

in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

Reference Rate means the Compounded Reference Rate and/or the Term Reference Rate, as the context may require.

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

Relevant Market means:

(a)

subject to paragraph (b) below:

(i)

in relation to Euro, the European interbank market;

(ii)

in relation to US Dollars, the market for overnight cash borrowing collateralised by US Government securities; and

Echo: Interim Facilities Agreement

(iii)

in relation to any other currency, the London interbank market; and

(b)

in relation to a Compounded Rate Currency and where applicable, the market specified as such in the applicable Compounded Rate Terms.

Relevant Regulator means the Panel, the High Court, the Competition and Markets Authority and/or any other entity, agency, body, governmental authority or person that has regulatory or supervisory authority (or any other similar or equivalent power) in connection with the Acquisition.

Reservations means the principle that equitable remedies may be granted or refused at the discretion of the court, the limitation on enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors, the time barring of claims under any applicable limitation statutes, the possibility that a court may strike out a provision of a contract for recession or oppression, undue influence or similar reason, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void, defences of acquiescence, set-off or counterclaim and similar principles, the principles that in certain circumstances a Security Interest granted by way of fixed charge may be recharacterised as a floating charge or that a Security Interest purported to be constituted as an assignment may be recharacterised as a charge, the principle that additional or default interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void, the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant, the principle that the creation or purported creation of a Security Interest over any asset not beneficially owned by the relevant charging company at the date of the relevant security document or over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which a Security Interest has purportedly been created, the principle that a court may not give effect to any parallel debt provisions, covenant to pay the Interim Security Agent or other similar provisions, similar principles, rights and defences under the laws of any jurisdiction in which the relevant obligation may have to be performed and any other matters which are set out in the reservations or qualifications (however described) as to matters of law which are referred to in any legal opinion referred to in paragraph 3 (Legal Opinions) of Schedule 3 (Conditions Precedent) or under any other provision of or otherwise in connection with any Interim Finance Document.

Restricted Finance Party means an Interim Finance Party that notifies the Interim Facility Agent that a Sanctions Provision would result in a violation of, a conflict with or liability under:

(a)

EU Regulation (EC) 2271/96; or

(b)

any similar applicable anti-boycott statute.

Restricted Member of the Group means a member of the Group in respect of which the Obligors' Agent notifies the Interim Facility Agent that a Sanctions Provision would result in a violation of, a conflict with or liability under:

(a)

EU Regulation (EC) 2271/96; or

(b)

any similar applicable anti-boycott statute.

Echo: Interim Facilities Agreement

RFR means the rate specified as such in the applicable Compounded Rate Terms.

RFR Banking Day means any day specified as such in the applicable Compounded Rate Terms.

Sanctioned Country means, at any time, a country or territory which is the target of comprehensive Sanctions.

Sanctioned Person means any person that is (or persons that are):

(a)

listed on, or, to the extent such ownership or control makes the person subject to the Sanctions restrictions imposed on the listed person, owned or controlled (as such terms are defined and interpreted by the relevant Sanctions) by a person listed on any Sanctions List; or

(b)

resident in, or incorporated under the laws of any Sanctioned Country, or to the best of the Company’s knowledge otherwise a target of Sanctions,

provided that, in the case of paragraphs (a) or (b) above, a person shall not be deemed to be a Sanctioned Person if transactions or dealings with such person are not prohibited under applicable Sanctions or under a licence, licence exemption or other authorisation of a Sanctions Authority.

Sanctions means any economic, trade or financial sanctions laws, regulations, embargoes or restrictive measures imposed, enacted, administered or enforced from time to time by any Sanctions Authority.

Sanctions Authority means (a) the United States, (b) the United Nations Security Council, (c) the European Union and any Member State, (d) the United Kingdom and (e) the respective governmental institutions of any of the foregoing which administer Sanctions, including OFAC, the US State Department, the US Department of Commerce and the US Department of the Treasury.

Sanctions List means the ''Specially Designated Nationals and Blocked Persons'' list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by HM Treasury, or any similar list issued or maintained and made public by any of the Sanctions Authorities as amended, supplemented or substituted from time to time.

Sanctions Provision means paragraphs (b) to (e) of Clause 23.2 (Undertakings).

Scheme means a scheme of arrangement effected pursuant to Part 26 of the Companies Act 2006 to be proposed by the Target to its shareholders to implement the Acquisition pursuant to which Bidco will, subject to the occurrence of the Scheme Effective Date, become the holder of the Target Shares.

Scheme Circular means a circular (including any supplemental circular) dispatched by the Target to holders of the Target Shares setting out the terms and conditions of a Scheme.

Scheme Documents means the applicable Announcement, the Scheme Circular, the Court Order and any other documents distributed by or on behalf of the Company to holders of the Target Shares in connection with the Scheme.

Echo: Interim Facilities Agreement

Scheme Effective Date means the date on which the Court Order sanctioning the Scheme is duly delivered on behalf of the Target to the Registrar of Companies in England and Wales pursuant to section 899 of the Companies Act 2006.

Screen Rate means:

(a)

in relation to the Base Rate for any currency, the applicable interbank offered rate administered by the relevant person in the principal financial centre of the country of that currency for the relevant Interest Period on the Thomson Reuters page which displays that rate (or, as the case may be, on the appropriate page of such other information service which publishes that rate from time to time); and

(b)

in relation to EURIBOR, the Euro interbank offered rate administered by the European Union Money Market Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate),

or, in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page is replaced or service ceases to be available, the Interim Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Obligors' Agent and the Interim Lenders.

Security Interest means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, right of set-off, security trust, assignment, reservation of title or other security interest and any other agreement (including a sale and repurchase arrangement) having the commercial effect of conferring security.

Specified Time means:

(a) in respect of EURIBOR, 11.00 a.m. Brussels time on the relevant Quotation Day;

(b) in respect of Term SOFR, 11.00 a.m. New York time on the relevant Quotation Day; and

(c) in respect of any Base Rate, 11.00 a.m. in the principal financial centre of the country of the relevant currency on the relevant Quotation Day,

or in each case such later time as the Interim Facility Agent and the Company may agree.

Squeeze-Out means an acquisition of shares in the Target pursuant to the procedures contained in sections 979 to 981 of the Companies Act 2006.

Subordinated Shareholder Document means any document creating Subordinated Shareholder Liabilities.

Subordinated Shareholder Liabilities means any loan or other indebtedness owed by an Obligor any other (direct or indirect) shareholder of an Obligor, provided that such loan or indebtedness is subordinated and postponed on terms satisfactory to the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders (acting reasonably)).

Echo: Interim Facilities Agreement

Subsidiary means, in relation to any person:

(a)

an entity (including a partnership) of which that person has direct or indirect control; and

(b)

an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership,

and, for this purpose, control means the direct or indirect ownership of a majority of the voting share capital or similar ownership rights of that entity, or the right or ability to determine the composition of a majority of the board of directors (or equivalent body) of such entity or otherwise to direct the management of such entity whether by virtue of ownership of share capital, contract or otherwise.

T2 means the real time gross settlement system operated by Eurosystem, or any successor system.

Target means the company identified to the Arranger prior to the date of this Agreement and code-named “Echo”.

TARGET Day means any day on which T2 is open for the settlement of payments in Euro.

Target Group means the Target and its Subsidiaries.

Target Shares means any shares in the ordinary issued share capital of the Target.

Tax means any present or future tax, levy, assessment, impost, deduction, duty or withholding or any charge of a similar nature (including any related interest, penalty or fine) imposed or levied by any government or other taxing authority, and Taxes and Taxation shall be construed accordingly.

Tax Credit means a credit against or a relief or remission for, or refund, rebate or repayment of, any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from any payment under an Interim Finance Document, other than a FATCA Deduction.

Tax Jurisdiction means, in relation to any Obligor, the jurisdiction in which such Obligor is incorporated and tax resident for tax purposes on the date it becomes an Obligor.

Term means each period determined under this Agreement for which the Issuing Bank is under a liability under a Bank Guarantee.

Termination Date has the meaning given to that term in paragraph (a)(i) of Clause 7.1 (Repayment).

Term Rate Loan means any Interim Loan or, if applicable, Unpaid Sum which is not a Compounded Rate Loan.

Term Reference Rate means:

(a)

in relation to any Term Rate Loan in Euro, EURIBOR;

(b)

in relation to any USD Term Rate Loan, Term SOFR; and

Echo: Interim Facilities Agreement

(c)

in relation to any Term Rate Loan in any other currency, the relevant Base Rate.

Term SOFR means in relation to any Term Rate Loan in US Dollars:

(a)

the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate) provided that if the agreed page or service ceases to be available, the Interim Facility Agent may specify another page or service displaying the relevant rate after consultation with the Company.

(b)

(if the term SOFR reference rate is not available for the Interest Period of that Term Rate Loan) Interpolated Term SOFR (rounded to the same number of decimal places as Term SOFR) for that Term Rate Loan; or

(c)

if:

(i)

no term SOFR reference rate is available for the Interest Period of that Term Rate Loan; and

(ii)

it is not possible to calculate Interpolated Term SOFR for that Term Rate Loan,

the USD Central Bank Rate (or if the USD Central Bank Rate is not available at the Specified Time on the Quotation Day, the most recent USD Central Bank Rate for a day which is no more than five US Government Securities Business Days before the relevant Quotation Day),

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for US Dollars and for a period equal in length to the Interest Period of that Term Rate Loan (provided that, if that rate is less than zero, Term SOFR shall be deemed to be zero). Notwithstanding anything to the contrary, the Interim Facility Agent may (with the prior written consent of the Company) specify another page, service or method for determining Term SOFR for the purposes of the Interim Finance Documents (including, for the avoidance of doubt, any alternative benchmark, base rate or reference rate which may be available at the relevant time).

Term Sheet has the meaning given to that term in the Commitment Letter.

Total Interim Commitments means at any time the aggregate of the Total Interim Facility B Commitments and the Total Interim Revolving Facility Commitments.

Total Interim Facility B Commitments means at any time the aggregate of the Interim Facility B Commitments, being $1,100,000,000 at the date of this Agreement.

Total Interim Revolving Facility Commitments means at any time the aggregate of the Interim Revolving Facility Commitments, being $100,000,000 at the date of this Agreement.

Transactions has the meaning given to that term in the Commitment Letter.

Transaction Documents means the Interim Finance Documents, the Acquisition Documents and (in each case) all documents and agreements relating to them.

Echo: Interim Facilities Agreement

Transaction FX Hedge has the meaning give to that term in the Commitment Letter.

Transfer Certificate means a certificate substantially in the form set out in Schedule 7 (Form of Transfer Certificate) or in any other form agreed between the Interim Facility Agent and the Obligors' Agent.

Transfer Date means, in relation to an assignment or a transfer, the later of:

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which the Interim Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

Treaty Interim Lender means, for the purposes of an Interim Loan, an Interim Lender which is beneficially entitled to interest payable by the relevant Obligor to that Interim Lender and which:

(a)

is treated as a resident of a Treaty State for the purposes of the relevant Treaty; and

(b)

does not carry on a business in the Obligor’s Tax Jurisdiction through a permanent establishment (as such term is defined for the purposes of the relevant Treaty) with which that Interim Lender's participation in the Interim Loan is effectively connected.

Treaty State means a jurisdiction having a double taxation agreement (a Treaty) with the relevant Obligor’s Tax Jurisdiction which makes provision for full exemption from any Tax Deduction in such Tax Jurisdiction on interest or any payment under this Agreement.

US Bankruptcy Code means Title 11 of the United States Code entitled “Bankruptcy” as amended from time to time.

US Borrower means a Borrower created or organised in or under the laws of the United States, any state or territory thereof, or the District of Columbia.

US Code means the United States Internal Revenue Code of 1986, as amended.

USD Central Bank Rate means the percentage rate per annum which is the aggregate of:

(a)

the short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time or, if that target is not a single figure, the arithmetic mean of (i) the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York, and (ii) the lower bound of that target range; and

(b)

the applicable USD Central Bank Rate Adjustment.

USD Central Bank Rate Adjustment means, in relation to the USD Central Bank Rate prevailing at close of business on any US Government Securities Business Day, the 20% trimmed arithmetic mean (calculated by the Interim Facility Agent) of the USD Central Bank Rate Spreads for the five most immediately preceding US Government Securities Business days for which Term SOFR is available.

Echo: Interim Facilities Agreement

USD Central Bank Rate Spread means, in relation to any US Government Securities Business Day, the difference (expressed as a percentage rate per annum) calculated by the Interim Facility Agent of (i) Term SOFR for that Business Day and (ii) the USD Central Bank Rate prevailing at close of business on that US Government Securities Business Day.

USD Term Rate Loan means a Term Rate Loan which is denominated in US Dollars.

US Government Securities Business Day means any day other than:

(a)

a Saturday or a Sunday; and

(b)

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

US Guarantor means a Guarantor created or organised in or under the laws of the United States, any state or territory thereof, or the District of Columbia.

US Obligor means a US Borrower or a US Guarantor.

US Person means a “United States Person” as defined in Section 7701(a)(30) of the US Code and includes an entity disregarded as being an entity separate from its owner for US federal income tax purposes if such owner is a “United States Person”.

VAT means:

(a)

value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto;

(b)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (as amended) and any national legislation implementing that Directive or any predecessor to it or supplemental to that Directive; and

(c)

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

Echo: Interim Facilities Agreement

Part II
Other References

In this Agreement, unless a contrary intention appears, a reference to:

(a)

an agreement includes any legally binding arrangement, contract, deed or instrument (in each case, whether oral or written);

(b)

an amendment includes any amendment, supplement, variation, novation, modification, replacement or restatement (however fundamental), and amend and amended shall be construed accordingly;

(c)

assets includes properties, assets, businesses, undertakings, revenues and rights of every kind (including uncalled share capital), present or future, actual or contingent, and any interest in any of the above;

(d)

a consent includes an authorisation, permit, approval, consent, exemption, licence, order, filing, registration, recording, notarisation, permission or waiver;

(e)

a disposal includes any sale, transfer, grant, lease, licence or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

(f)

financial indebtedness means any indebtedness for or in respect of:

(i)

moneys borrowed and debit balances at banks or other financial institutions;

(ii)

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(iii)

any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument other than performance bonds or documentary letters of credit issued in respect of obligations of the Group arising under the ordinary course of trading;

(iv)

the amount of any liability in respect of finance leases;

(v)

receivables sold or discounted;

(vi)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of such transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of such transaction, that amount) shall be taken into account);

(vii)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of payment obligations;

(viii)

any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the date which is six (6) months after the anticipated final maturity date of Facility B under the Term Sheet (as defined in the Commitment Letter);

Echo: Interim Facilities Agreement

(ix)

any amount of any liability under an advance or deferred purchase agreement if the primary reason behind entering into the agreement is to raise finance;

(x)

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing and classified as borrowings under IFRS; and

(xi)

the amount of any liability in respect of any guarantee for any of the items referred to in (i) to (x) above;

(g)

a guarantee includes (other than in Schedule 4 (Guarantee and Indemnity)):

(i)

an indemnity, counter-indemnity, guarantee or similar assurance against loss in respect of any indebtedness of any other person; and

(ii)

any other obligation of any other person, whether actual or contingent, to pay, purchase, provide funds (whether by the advance of money to, the purchase of or subscription for shares or other investments in, any other person, the purchase of assets or services, the making of payments under an agreement or otherwise) for the payment of, to indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person;

and guaranteed and guarantor shall be construed accordingly;

(h)

including means including without limitation, and includes and included shall be construed accordingly;

(i)

indebtedness includes any obligation (whether incurred as principal, guarantor or surety and whether present or future, actual or contingent) for the payment or repayment of money;

(j)

losses includes losses, actions, damages, claims, proceedings, costs, demands, expenses (including legal and other fees) and liabilities of any kind, and loss shall be construed accordingly;

(k)

a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(i)

(subject to paragraph (iii) below) if any such period would otherwise end on a day which is not a Business Day, it shall end on the next Business Day in the same calendar month or, if there is none, on the preceding Business Day;

(ii)

if there is no numerically corresponding day in the month in which that period is to end, that period shall end on the last Business Day in that later month; and

Echo: Interim Facilities Agreement

(iii)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end,

and references to months shall be construed accordingly;

(l)

a Major Event of Default being outstanding or continuing means that such Major Event of Default has occurred or arisen and has not been remedied or waived;

(m)

an Acceleration Notice being outstanding means that such Acceleration Notice provided by the Interim Facility Agent under paragraph (a)(ii) of Clause 7.1 (Repayment) has not been revoked, withdrawn or cancelled by the Interim Facility Agent or otherwise ceases to have effect;

(n)

a person includes any individual, trust, firm, fund, company, corporation, partnership, joint venture, government, state or agency of a state or any undertaking or other association (whether or not having separate legal personality);

(o)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law compliance with which is customary) of any governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(p)

a sub-participation means any sub-participation or sub-contract (whether written or oral) or any other agreement or arrangement having an economically substantially similar effect, including any credit default or total return swap or derivative (whether disclosed, undisclosed, risk or funded) by an Interim Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, the Interim Facilities and/or Interim Finance Documents to a counterparty and sub-participate shall be construed accordingly;

(q)

Euro, EUR or € means the single currency unit of the Participating Member States;

(r)

Sterling, GBP or £ means the lawful currency for the time being of the United Kingdom; and

(s)

US Dollars, USD or $ means the lawful currency for the time being of the United States of America.

In this Agreement, unless a contrary intention appears:

(a)

a reference to a Party includes a reference to that Party's successors and permitted assignees or permitted transferees but does not include that Party if it has ceased to be a Party under this Agreement;

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(b)

references to paragraphs, Clauses, Schedules and Parts are references to, respectively, paragraphs, clauses of, schedules to and parts of schedules to this Agreement and references to this Agreement include its schedules;

(c)

a reference to (or to any specified provision of) any agreement (including any of the Interim Finance Documents) is to that agreement (or that provision) as amended or novated (however fundamentally) and includes any increase in, extension of or change to any facility made available under any such agreement (unless such amendment or novation is contrary to the terms of any Interim Finance Document);

(d)

a reference to a statute, statutory instrument or provision of law is to that statute, statutory instrument or provision of law, as it may be applied, amended or re-enacted from time to time;

(e)

a reference to a time of day is, unless otherwise specified, to London time;

(f)

a reference to “date of this Agreement” is to 4 March 2024; and

(g)

the index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

A Bank Guarantee is repaid or prepaid (or any derivative form thereof) to the extent that:

(a)

an Obligor provides cash cover for that Bank Guarantee or complies with its obligations under paragraph 1 (Immediately payable) and/or paragraph (b) of paragraph 6 (Claims under a Bank Guarantee) of Schedule 9 (Bank Guarantees);

(b)

the maximum amount payable under the Bank Guarantee is reduced or cancelled in accordance with its terms or otherwise reduced or cancelled in a manner satisfactory to the Issuing Bank in respect of such Bank Guarantee (acting reasonably);

(c)

the Bank Guarantee is returned by the beneficiary with its written confirmation that it is released and cancelled;

(d)

a bank or financial institution with a long-term corporate credit rating from Moody's Investor Services Limited, Standard & Poor's Rating Services or Fitch Ratings Ltd at least equal to A-/A3 has issued a guarantee, indemnity, counter-indemnity or similar assurance against financial loss in respect of amounts due under that Bank Guarantee; or

(e)

the Issuing Bank in respect of such Bank Guarantee (acting reasonably) has confirmed to the Interim Facility Agent that it has no further liability under or in respect of that Bank Guarantee,

and the amount by which a Bank Guarantee is repaid or prepaid under paragraphs (a) to (d) above is the amount of the relevant cash cover, payment, release, cancellation, guarantee, indemnity, counter-indemnity, assurance or reduction.

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The outstanding amount of a Bank Guarantee at any time is the maximum amount that is or may be payable by the relevant Issuing Bank in respect of that Bank Guarantee at that time less any amount of cash cover provided in respect of that Bank Guarantee or otherwise repaid or prepaid.

An Obligor provides cash cover for a Bank Guarantee if it pays an amount in the currency of the Bank Guarantee to an interest-bearing account with the relevant Issuing Bank in the name of the Obligor on the basis that the only withdrawals which may be made from such account (other than in respect of accrued interest) are withdrawals to pay the Issuing Bank amounts due and payable to it under this Agreement following any payment made by it under such Bank Guarantee (unless the relevant Bank Guarantee is repaid or prepaid as contemplated by Schedule 9 (Bank Guarantees) or any such withdrawal is made by the Issuing Bank at the direction, and on behalf of, the Obligor for the purpose of satisfying any and all of the liabilities which are the subject of such Bank Guarantees) and, for the purposes of this Agreement, a Bank Guarantee shall be deemed to be cash covered to the extent of any such provision of cash cover. If required by the relevant Issuing Bank, the relevant Obligor shall (subject to any applicable legal or regulatory restrictions) execute and deliver an additional Interim Security Document creating first ranking security over any such account held with it.

Notwithstanding any other term of the Interim Finance Documents, in this Agreement:

(a)

a reference to the assets of an Obligor shall exclude the assets of any member of the Target Group and other Group Company; and

(b)

no matter or circumstance in respect of, or breach by, any member of the Target Group or any member of the Group which is not an Obligor shall relate to an Obligor or otherwise be deemed to constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Interim Finance Documents, to have a Material Adverse Effect or to have a Major Event of Default.

Sanctions and Restricted Finance Parties:

(a)

A Sanctions Provision shall only:

(i)

be given by a Restricted Member of the Group; or

(ii)

apply for the benefit of a Restricted Finance Party,

to the extent that that Sanctions Provision would not result in any violation by or expose of such entity or any directors, officer or employee thereof to any liability under any anti-boycott or blocking law, regulation or statute that is in force from time to time in the United Kingdom, the European Union and/or any Member State) that are applicable to such entity, including EU Regulation (EC) 2271/96.

(b)

In connection with any amendment, waiver, determination or direction relating to any part of a Sanctions Provision in relation to which:

(i)

an Interim Finance Party is a Restricted Finance Party; and

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(ii)

in accordance with paragraph (a) above, that Restricted Finance Party does not have the benefit of it:

(A)

the Interim Commitments of an Interim Lender that is a Restricted Finance Party; and

(B)

the vote of any other Restricted Finance Party which would be required to vote in accordance with the provisions of this Agreement,

shall be excluded for the purpose of calculating the Total Interim Commitments under the Interim Facility when ascertaining whether any relevant percentage of Total Interim Commitments has been obtained to approve such amendment, waiver, determination or direction request and its status as an Interim Finance Party shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Interim Finance Parties has been obtained to approve such amendment, waiver, determination or direction.

Exchange Rates; Currency Equivalents:

(a)

Notwithstanding anything to the contrary contained in this Agreement:

(i)

The Interim Facility Agent shall determine the Base Currency Amount of each Interim Utilisation denominated in a currency other than the Base Currency (the Alternative Currencies). Such Base Currency Amount shall become effective as of such Revaluation Date and shall be the Base Currency Amount of such amounts until the occurrence of the next Revaluation Date. The applicable amount of any Alternative Currency for purposes of the Interim Finance Documents shall be such Base Currency Amount as so determined by the Interim Facility Agent.

(ii)

Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of Interim Revolving Facility Loan or the issuance, amendment or extension of a Bank Guarantee, an amount, such as a required minimum or multiple amount, is expressed in US Dollars, but such borrowing, Interim Revolving Facility Loan or Bank Guarantee is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such US Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Interim Facility Agent.

(iii)

Notwithstanding the foregoing provisions of this paragraph 8 or any other provision of this Agreement, each Issuing Bank may calculate the Currency Amount of the maximum amount of each applicable Letter of Credit issued by such Issuing Bank by reference to exchange rates determined using any reasonable method customarily employed by such Issuing Bank for such purpose.

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(b)

For the purposes of this paragraph 8:

Alternative Currency Equivalent means, subject to sub-paragraphs (a)(i) to (a)(iii) above, for any amount, at the time of determination thereof, with respect to any amount expressed in US Dollars, the equivalent of such amount thereof in the applicable Alternative Currency as determined by the Interim Facility Agent in its sole discretion by reference to the Interim Facility Agent's Spot Rate of Exchange (as determined as of the most recent Revaluation Date) for the purchase of such Alternative Currency with US Dollars.

Revaluation Date means:

(i)

with respect to any Interim Revolving Facility Loan denominated in an Alternative Currency, each of the following: (i) the date of the borrowing of such Interim Revolving Facility Loan (including any borrowing or deemed borrowing in respect of any unreimbursed portion of any payment by the applicable Issuing Bank under any Bank Guarantee denominated in an Alternative Currency) but only as to the amounts so borrowed on such date, (ii) each date of a continuation of such Interim Revolving Facility Loan pursuant to the terms of this Agreement, but only as to the amounts so continued on such date, and (iii) such additional dates as the Interim Facility Agent shall determine; and

(ii)

with respect to any Bank Guarantee denominated in an Alternative Currency, each of the following: (i) each date of issuance of such Bank Guarantee, but only as to the stated amount of the Bank Guarantee so issued on such date, and (ii) such additional dates as the Interim Facility Agent shall determine.

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Schedule 2
Form of Drawdown Request

Part I
Loan Request

To:	[●] as Interim Facility Agent

From:

[●]

Date:

[●]

[Company] – Interim Facilities Agreement dated [●] (as amended from time to time) (the Interim Facilities Agreement)

We refer to the Interim Facilities Agreement. This is a Drawdown Request. Terms defined in the Interim Facilities Agreement shall have the same meanings when used in this Drawdown Request.

We wish to borrow an Interim Loan on the following terms:

Interim Facility: [●]

Drawdown Date: [●]

Amount: [●]

Currency: [●]

Interest Period: [●]

Our [payment/delivery] instructions are: [●].

We confirm that each condition specified in paragraphs (b)(i) to (b)(iii) of Clause 3.1 (Conditions Precedent) is satisfied at the date of this Drawdown Request or will be satisfied on or before the proposed Drawdown Date.

The proceeds of this Interim Loan should be credited to [●].

This Drawdown Request is irrevocable.

For and on behalf of

[●]

(as Borrower)

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Part II
Bank Guarantee Request

To:	[●] as Interim Facility Agent

From:

[●]

Date:

[●]

[Company] – Interim Facilities Agreement dated [●] (as amended from time to time) (the Interim Facilities Agreement)

We refer to the Interim Facilities Agreement. This is a Bank Guarantee Request. Terms defined in the Interim Facilities Agreement shall have the same meanings when used in this Bank Guarantee Request.

We wish to borrow a Bank Guarantee on the following terms:

Interim Facility: Interim Revolving Facility

Drawdown Date: [●]

Amount: [●]

Currency: [●]

Expiry Date: [●]

Our instructions are: [●].

A copy of the Bank Guarantee is attached.

We confirm that each condition specified in paragraphs (b)(i) to (b)(iii) of Clause 3.1 (Conditions Precedent) is satisfied at the date of this Bank Guarantee Request or will be satisfied on or before the proposed Drawdown Date.

This Bank Guarantee Request is irrevocable.

For and on behalf of

[●]

(as Borrower)

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Schedule 3
Conditions Precedent

Obligors

(a)

Constitutional documents: a copy of the constitutional documents of each Obligor.

(b)

Board approvals: with respect to each Obligor, to the extent legally required or if required by its constitutional documents or customary in the relevant jurisdiction, a copy of a resolution of the board of directors or managers or of a sub-committee (as applicable) or equivalent body of each Obligor:

(i)

approving the terms of, and the transactions contemplated by, the Interim Finance Documents to which it is a party and resolving that it execute the Interim Finance Documents to which it is a party;

(ii)

authorising a specified person or persons to execute the Interim Finance Documents to which it is a party on its behalf; and

(iii)

authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices.

(c)

Specimen signatures: specimen signatures for the person(s) authorised in the resolutions referred to above (to the extent such person will execute an Interim Finance Document).

(d)

Director’s certificates: A certificate from each Obligor (signed by an authorised signatory):

(i)

certifying that each copy document relating to it specified in paragraphs (a) to (c) above is correct, complete and (to the extent executed) in full force and effect and has not been amended or superseded prior to the date of this Agreement; and

(ii)

confirming that, subject to the guarantee limitations set out in this Agreement, borrowing, guaranteeing or securing (as relevant) the Total Interim Commitments would not cause any borrowing, guarantee or security limit binding on it (as relevant) to be exceeded.

2.	Interim Finance Documents

A copy of the counterparts of each of the following documents duly executed by each of each Obligor (in each case to the extent they are a party to such document):

(a)

the Interim Fee Letter;

(b)

the Interim Agency Fee Letters; and

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(c)

the Interim Security Documents listed in the table below:

Name of Grantor	Interim Security Document	Governing law of Security Document

Company	Security agreement	New York

3.	Legal Opinions

The following legal opinions:

(a)

a legal opinion from Davis Polk & Wardwell LLP as English law counsel to the Original Interim Lenders in respect of the enforceability of this Agreement; and

(b)

a legal opinion from Simpson Thacher & Bartlett LLP as New York law counsel to the Company in respect of the enforceability of the Interim Security Document governed by New York law and the Company’s capacity to enter into this Agreement and the Interim Security Document.

Other

(a)

Process Agent: evidence that the process agent appointed in respect of an Interim Finance Document for each Obligor has accepted its appointment as agent for service of process.

(b)

KYC: completion of the Arranger’s reasonable "know your customer" checks on the Obligors which are required and which (in each case) have been notified to the Obligors' Agent not later than ten (10) Business Days prior to the date of this Agreement or if later, the date falling five (5) Business Days after the Arranger receives notification of the incorporation of each such company.

(c)

A copy of the substantively final draft of the Announcement.

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Schedule 4
Guarantee and Indemnity

Guarantee and indemnity

Subject to the limitations set out in paragraph 11 (Guarantee Limitation) below, each Guarantor irrevocably and unconditionally, jointly and severally:

(a)

guarantees to each Interim Finance Party punctual performance by each other Obligor of all its obligations under the Interim Finance Documents;

(b)

undertakes with each Interim Finance Party that whenever an Obligor does not pay any amount when due (allowing for any applicable grace period) under or in connection with any Interim Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c)

agrees with each Interim Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Interim Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Interim Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this paragraph 1 if the amount claimed had been recoverable on the basis of a guarantee,

(the Guarantee).

Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by an Obligor under the Interim Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by an Interim Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Schedule 4 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

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Waiver of defences

The obligations of each Guarantor under this Schedule 4 will not be affected by an act, omission, matter or thing which, but for this Schedule 4, would reduce, release or prejudice any of its obligations under this Schedule 4 (whether or not known to it or any Interim Finance Party) including:

(a)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)

the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any Group Company;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)

any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of an Interim Finance Document or any other document or security including any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Interim Finance Document or other document or security;

(f)

any unenforceability, illegality or invalidity of any obligation of any person under any Interim Finance Document or any other document or security; or

(g)

any insolvency or similar proceedings.

Guarantor Intent

Without prejudice to the generality of paragraph 4 (Waiver of defences) above and paragraph 11 (Guarantee Limitation) below, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Interim Finance Documents and/or any facility or amount made available under any of the Interim Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

Immediate recourse

(a)

Each Guarantor waives any right it may have of first requiring any Interim Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Schedule 4.

(b)

This waiver applies irrespective of any law or any provision of an Interim Finance Document to the contrary.

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Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Interim Finance Documents have been irrevocably paid in full, each Interim Finance Party (or any trustee or agent on its behalf) may:

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Interim Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)

in respect of any amounts received or recovered by any Interim Finance Party after a claim pursuant to this guarantee in respect of any sum due and payable by any Obligor under this Agreement place such amounts in a suspense account (bearing interest at a market rate usual for accounts of that type) unless and until such moneys are sufficient in aggregate to discharge in full all amounts then due and payable under the Interim Finance Documents.

Deferral of Guarantors' rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Interim Finance Documents have been irrevocably paid in full and unless the Interim Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Interim Finance Documents:

(a)

to be indemnified by an Obligor;

(b)

to claim any contribution from any other guarantor of any Obligor's obligations under the Interim Finance Documents;

(c)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Interim Finance Parties under the Interim Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Interim Finance Documents by any Interim Finance Party;

(d)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under paragraph 1 (Guarantee and indemnity) above;

(e)

to exercise any right of set-off against any Obligor; and/or

(f)

to claim or prove as a creditor of any Obligor in competition with any Interim Finance Party.

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Release of Guarantors' right of contribution

If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Interim Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a)

that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Interim Finance Documents; and

(b)

each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Interim Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Interim Finance Parties under any Interim Finance Document or of any other security taken pursuant to, or in connection with, any Interim Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

10.

Additional Security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Interim Finance Party.

11.

Guarantee Limitation

(a)

Financial Assistance:

(i)

No obligation or liability under the Interim Finance Documents (including any guarantee in this Schedule 4 and any grant of Interim Security) shall apply to the extent that it would result in any obligation or liability constituting unlawful financial assistance within the meaning of Section 677 of the Companies Act 2006 or any equivalent provision of any applicable law or otherwise being unlawful or in breach of the fiduciary or statutory duties of any director or officer of any member of the Group.

(ii)

If, notwithstanding paragraph (i) above, the giving of the guarantee in respect of obligations under the Interim Finance Documents or the granting of any Interim Security would be unlawful financial assistance, then, to the extent necessary to give effect to paragraph (i) above, if and to the extent specified by the Company in writing:

(A)

the obligations under the Interim Finance Documents will be deemed to have been split into two tranches, being “Tranche 1” comprising those obligations which can be guaranteed and/or secured without breaching or contravening relevant financial assistance laws and “Tranche 2” comprising the remainder of the obligations under the Interim Finance Documents (with the Tranche 2 obligations excluded from any relevant obligations and liabilities under the Interim Finance Documents, including this Schedule 4); or

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(B)

the obligations under the Interim Finance Documents will be deemed subject to other arrangements agreed by the Company and the Interim Facility Agent.

(b)

US Guarantors:

(i)

Notwithstanding anything to the contrary contained in this Agreement or in any other Interim Finance Document, the maximum liability of each US Guarantor under this Schedule 4 shall in no event exceed an amount equal to the greatest amount that would not render such US Guarantor’s obligations hereunder and under the other Interim Finance Documents subject to avoidance under the US Bankruptcy Code or to being set aside, avoided or annulled under any Fraudulent Transfer Law, in each case subject to applicable law and after giving effect to:

(A)

all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to any Borrower to the extent that such financial indebtedness would be discharged in an amount to the amount paid by such guarantor hereunder); and

(B)

the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to applicable law.

(ii)

Without prejudice to any of the other provisions of this Agreement or any other Interim Finance Document, each party agrees that, in the event any payment or distribution is made on any date by a US Guarantor under this Schedule 4, each such US Guarantor shall be entitled to be indemnified by each other Guarantor in an amount equal to such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all Guarantors.

(iii)

Notwithstanding any other provision of this Agreement or any other Interim Finance Document to the contrary, no obligation of a US Obligor shall be (or be deemed) guaranteed by, or otherwise supported directly or indirectly by the assets of, any person that is:

(A)

a Subsidiary of a US Person (where such US Person is (1) a member of the Group, (2) a Subsidiary of a member of the Group or (3) a Joint Venture in which any member of the Group has an ownership interest); and

(B)

a “controlled foreign corporation” as defined in Section 957(a) of the US Code.

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(iv)

Each US Guarantor and each Interim Finance Party (by its acceptance of the guarantee under this Schedule 4) hereby confirms that it is its intention that the guarantee under this Schedule 4 shall not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy, insolvency or similar law, the Uniform Fraudulent Conveyance Act of the United States or any similar federal, state or foreign law.

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Schedule 5
Major Representations, Undertakings and Events of Default

Part I
Major Representations

Status

(a)

The Borrower is a corporation, limited liability company or limited partnership duly organized and validly existing under the laws of the jurisdiction of its organisation.

(b)

Bidco is a limited liability company or a corporate partnership limited by shares duly incorporated and validly existing under the laws of its place of incorporation.

Power and authority

(a)

Subject to the Reservations, it has (or will have on the relevant date(s)) the power to enter into and deliver, and to exercise its rights and perform its obligations under, each Interim Finance Document to which it is or will be a party.

(b)

It has (or, by the time of entry into each Interim Finance Document to which it will be a party, will have) taken all necessary corporate action to authorise the entry into and delivery of and the performance by it of its obligations under each Interim Finance Document to which it is or will be party.

(c)

It and Bidco has the power to own its assets and carry on its business in all material respects as it is being conducted.

No conflict

The entry into and delivery of, and the exercise of its rights and the performance of its obligations under, each Interim Finance Document to which it is a party does not and will not, subject to the Reservations:

(a)

contravene any law, regulation or order to which it is subject in a manner which would have or be reasonably likely to have a Material Adverse Effect;

(b)

conflict with its constitutional documents in any material respect in a manner which would have or be reasonably likely to have a Material Adverse Effect; or

(c)

breach any agreement or document binding upon it or any of its assets, in each case, in a manner which would have or be reasonably likely to have a Material Adverse Effect.

Obligations binding

Subject to the Reservations and the Perfection Requirements, the obligations expressed to be assumed by it under each Interim Finance Document to which it is a party constitute its legal, valid, binding and enforceable obligations.

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Part II
Major Undertakings

Acquisitions, mergers and joint ventures

Save for any Permitted Transaction, the Company shall procure that Bidco will not:

(a)

acquire or subscribe for any shares, stocks, securities convertible into share capital, or ownership interests in any person, or acquire any business, or incorporate any company, other than in connection with the Acquisition; or

(b)

enter into any amalgamation, merger, demerger or reconstruction; or

(c)

enter into, invest in or acquire any shares, stocks, securities convertible into share capital, or other interest in any joint venture or transfer any assets or lend to or guarantee or give an indemnity for or give security for the obligations of a joint venture or maintain the solvency of or provide working capital to any joint venture.

Negative pledge

It will not, and shall procure that Bidco will not, create or permit to subsist any Security Interest over any of its assets, other than:

(a)

any Security Interest created or evidenced by the Interim Security Documents or the Transaction Documents;

(b)

any netting, balance transfer or set-off arrangement entered into in the ordinary course of its banking arrangements (including any hedging) for the purpose of netting debit and credit balances;

(c)

security arising under the general business conditions in the ordinary course of day-to-day business, including with any bank with whom any Group Company maintains a banking relationship, including security under the general terms and conditions of those banks;

(d)

any Security Interest over credit balances created or subsisting pursuant to or in connection with cash pooling arrangements;

(e)

security required to be provided pursuant to any Applicable Securities Law in connection with the Acquisition;

(f)

any Security Interest arising by operation of law or in the ordinary course of day-to-day business and not as a result of a default by a Group Company;

(g)

any Security Interest arising under any Permitted Transaction;

(h)

any Security Interest arising under or in connection with the Long-term Financing Agreements; and

(i)

any Security Interest to the extent not prohibited under the ABL Credit Agreement.

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Indebtedness

It will not, and shall procure that Bidco will not, incur or allow to remain outstanding any financial indebtedness, other than:

(a)

financial indebtedness incurred under the Transaction Documents (including Bank Guarantees);

(b)

any financial indebtedness in relation to a Permitted Transaction or to facilitate a Permitted Payment;

(c)

to the extent drawn down to refinance amounts outstanding under the Interim Finance Documents in full, financial indebtedness under the Long-term Financing Agreements;

(d)

any Subordinated Shareholder Liabilities;

(e)

any Noteholder Liabilities;

(f)

loans made in the ordinary course of intra-Group cash pooling arrangements;

(g)

any financial indebtedness arising under any non-speculative hedging transaction;

(h)

intra-Group financial indebtedness; and

(i)

any financial indebtedness to the extent not prohibited under the ABL Credit Agreement.

Disposals

Other than pursuant to (i) any Security Interest not prohibited pursuant to paragraph 2 (Negative pledge) above, (ii) any Permitted Transaction or (iii) to the extent not prohibited pursuant to the ABL Credit Agreement, the Company will procure that Bidco will not (once acquired) dispose of any of its shares in the capital of the Target.

Guarantees

Save for (i) any Permitted Transaction or (ii) to the extent not prohibited pursuant to the ABL Credit Agreement, it shall not, and shall procure that Bidco will not, incur or allow to remain outstanding any guarantee in respect of financial indebtedness other than as may arise under or in connection with any financial indebtedness permitted under paragraph 3 (Indebtedness) above.

Loans out

Save for (i) any Permitted Transaction, (ii) to the extent not prohibited pursuant to the ABL Credit Agreement, it shall not, and shall procure that Bidco will not, be a creditor in respect of financial indebtedness other than as may arise under the Interim Finance Documents, the Subordinated Shareholder Documents or the Noteholder Documents and loans made to another Group Company, any credit balance held with any bank or financial institution, or any loan made for the purpose of, or to facilitate the making of, a Permitted Payment.

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Conduct of Offer and/or Scheme

(a)

The Company shall procure that Bidco shall comply in all material respects with the City Code (subject to any waiver or dispensation of any kind granted by, or as a result of any requirements of, any Relevant Regulator, any Applicable Securities Laws or any other relevant regulatory body or applicable law or regulation) relating to the Acquisition, in each case where non-compliance would be materially prejudicial to the interests of the Interim Lenders taken as a whole under the Interim Finance Documents.

(b)

The Company shall procure that Bidco shall not amend or waive any material term of any Scheme Circular or, as the case may be, Offer Document (in each case to the extent relating to the Acquisition and as compared to the position set out in the Announcement) in a manner or to the extent that would be materially prejudicial to the interests of the Interim Lenders taken as a whole under the Interim Finance Documents, other than any amendment or waiver:

(i)

other than in the case of a reduction in the Acceptance Condition to lower than the Minimum Acceptance Condition as contemplated by paragraph (iv) below, made with the consent of the Majority Interim Lenders (acting reasonably and such consent not to be unreasonably withheld, conditioned or delayed);

(ii)

required or requested by any Relevant Regulator or determined by the Company or Bidco in good faith as being necessary or desirable to comply with any requirement or request of any Relevant Regulator, any Applicable Securities Laws or any other relevant court or regulatory body or applicable law or regulation;

(iii)

to change the price to be paid for the Target Shares or otherwise in connection with the Acquisition (or any amendment or waiver of any written agreement related thereto);

(iv)

in the case of an Offer, reducing the Acceptance Condition to no lower than the Minimum Acceptance Condition (other than with the consent of Majority Interim Lenders, such consent not to be unreasonably withheld, conditioned or delayed);

(v)

extending the period in which holders of Target Shares may accept the terms of the Scheme or, as the case may be, the Offer (including by reason of the adjournment of any meeting or court hearing);

(vi)

relating to a term which the Obligors’ Agent determines in good faith that it would not be entitled, in accordance with City Code, to invoke so as to cause the Acquisition not to proceed, to lapse or to be withdrawn;

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(vii)

of a condition, or a declaration that a condition is or has been satisfied, in each case as may be required to enable a Scheme to be approved or to become effective or, as the case may be, an Offer to become or be declared unconditional (provided that, save as required by any Relevant Regulator, any Applicable Securities Laws or any other relevant court or regulatory body or applicable law or regulation, nothing in this paragraph (vii) shall permit the Company to declare, accept, treat as satisfied or waive any condition of a Scheme or an Offer where the Company determines in good faith that the relevant condition is not actually satisfied or has not been complied with to the extent that doing so would be materially prejudicial to the interests of the Interim Lenders taken as a whole under the Interim Finance Documents);

(viii)

to facilitate the Acquisition being effected by way of an Offer instead of a Scheme or, as the case may be, by way of a Scheme instead of an Offer; or

(ix)

contemplated or otherwise permitted by the terms of the Commitment Letter or the Interim Finance Documents.

(c)

The Company shall not take any steps as a result of which any member of the Group is obliged to make a mandatory offer for the Target Shares under Rule 9 of the City Code.

For the avoidance of doubt, in the event that:

(A)

Bidco has issued a Scheme Circular, nothing in this Schedule 5 shall prevent Bidco from subsequently proceeding with an Offer (provided that, for the avoidance of doubt, the terms contained in the relevant Offer Document include an Acceptance Condition of no lower than the Minimum Acceptance Condition; and

(B)

Bidco has issued an Offer Document, nothing in this Schedule 5 shall prevent Bidco from subsequently proceeding with a Scheme.

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Part III
Major Events of Default

Payment default

Following the Interim Closing Date, the Obligors do not pay on the due date any amount payable by them under the Interim Finance Documents in the manner required under the Interim Finance Documents unless, in the case of principal or interest, payment is made with three (3) Business Days of the due date and, in the case of any amount not constituting principal or interest, payment is made within five (5) Business Days of the due date.

Breach of other obligations

The Obligors do not comply with any Major Undertaking (other than those referred to in paragraph 1 (Payment default) above) and the same is not remedied within twenty-one (21) Business Days of the earlier of the Obligors' Agent receiving written notice from the Interim Facility Agent notifying it of non-compliance.

Misrepresentation

A Major Representation is incorrect or misleading in any material respect when made and the same is not remedied within twenty-one (21) Business Days of receiving written notice from the Interim Facility Agent notifying it of that failure.

Invalidity/repudiation

Any of the following occurs:

(a)

subject to the Reservations and the Perfection Requirements, any material obligation of the Obligors under any Interim Finance Document is or becomes invalid or unenforceable, in each case, in a manner which is materially adverse to the interests of the Interim Lenders (taken as a whole) under the Interim Finance Documents;

(b)

subject to the Reservations and the Perfection Requirements, it is or becomes unlawful in any applicable jurisdiction for the Obligors to perform any of their material obligations under any Interim Finance Document, in each case, in a manner which is materially adverse to the interests of the Interim Lenders (taken as a whole) under the Interim Finance Documents; or

(c)

any of the Obligors repudiates or rescinds an Interim Finance Document and such repudiation or rescission is materially adverse to the interests of the Interim Lenders (taken as a whole) under the Interim Finance Documents,

and, in each case, the circumstances are not remedied within twenty-one (21) Business Days of receiving written notice from the Interim Facility Agent notifying it of that failure.

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Insolvency

Any Obligor or Bidco:

(a)

is unable to pay its debts as they fall due (other than solely as a result of liabilities exceeding assets); or

(b)

suspends making payments on all or a material part of its debts.

Insolvency proceedings

(a)

Any of the following occurs in respect of any of the Obligors or Bidco:

(i)

any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, examiner, receiver, administrative receiver, administrator or similar officer is appointed in respect of it or any of its material assets; or

(ii)

an application for the judicial winding-up or its liquidation,

or any analogous proceedings in any jurisdiction.

(b)

Paragraph (a) above shall not apply to:

(i)

any proceedings or actions which are contested in good faith and discharged, stayed or dismissed within twenty-eight (28) days of commencement;

(ii)

any petition or similar presented by a creditor which is:

(A)

being contested in good faith and due diligence and the relevant entity has demonstrated to the Interim Facility Agent (acting reasonably and in good faith) that it has sufficient financial means to meet the amount of the claim requested by the creditor;

(B)

in the opinion of the Obligors' Agent (acting reasonably and in good faith), frivolous and vexatious; or

(C)

discharged within twenty-one (21) Business Days.

Similar events elsewhere

There occurs in relation to any Obligor or Bidco or any of their assets in any country or territory in which it is incorporated or carries on business or to the jurisdiction of whose courts it or any of its assets are subject, any event or circumstance which corresponds to any of those mentioned in paragraphs 5 (Insolvency) or 6 (Insolvency proceedings) above.

Change of control

Following completion of the Acquisition, a sale by one or more members of the Group of all or substantially all of the business and assets of the Target Group (taken as a whole) to persons who are not members of the Group.

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Schedule 6
Impairment and Replacement of Interim Finance Parties

Part I
Impaired Agent

Impaired Agent

(a)

If, at any time, an Agent becomes an Impaired Agent, the Obligors' Agent, an Obligor or an Interim Lender which is required to make a payment under the Interim Finance Documents to the Agent in accordance with Clause 12 (Payments) or otherwise under an Interim Finance Document may instead either pay that amount direct to the required recipient or pay that amount to an interest bearing account held with an Acceptable Bank in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligors' Agent or the Obligor or the Interim Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Interim Finance Documents. In each case such payments must be made on the due date for payment under the Interim Finance Documents.

(b)

All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(c)

A Party which has made a payment in accordance with this paragraph 1 shall be discharged of the relevant payment obligation under the Interim Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d)

Promptly upon the appointment of a successor Agent in accordance with paragraph 3 (Replacement of an Interim Facility Agent) below, each Party which has made a payment to a trust account in accordance with this paragraph 1 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 18.1 (Recoveries).

(e)

A Party which has made a payment in accordance with paragraph 1 shall, promptly upon request by a recipient and to the extent:

(i)

that it has not given an instruction pursuant to paragraph (d) above; and

(ii)

that it has been provided with the necessary information by that recipient,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that recipient.

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Communication when Interim Facility Agent is Impaired Interim Facility Agent

If an Agent is an Impaired Agent, the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Interim Facility Agent is an Impaired Agent) all the provisions of the Interim Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

Replacement of an Interim Facility Agent

(a)

The Majority Interim Lenders or the Obligors' Agent may by giving ten (10) days' notice to an Agent which is an Impaired Agent replace that Agent by appointing a successor Agent (which shall be acting through an office in the United Kingdom).

(b)

The retiring Agent shall (at its own cost, and otherwise at the expense of the Interim Lenders):

(i)

make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Interim Finance Documents; and

(ii)

enter into and deliver to the successor Agent those documents and effect any registrations and notifications as may be required for the transfer or assignment of all its rights and benefits under the Interim Finance Documents to the successor Agent.

(c)

An Obligor must take any action and enter into and deliver any document which is necessary to ensure that any Interim Security Document provides for effective and perfected Interim Security in favour of any successor Agent.

(d)

The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Interim Lenders or the Obligors' Agent to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Interim Finance Documents (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(e)

Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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(f)

The Interim Facility Agent shall resign and the Majority Interim Lenders shall replace the Interim Facility Agent in accordance with paragraph (a) above if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Interim Facility Agent under the Interim Finance Documents, either:

(i)

the Interim Facility Agent fails to respond to a request under Clause 10.8 (FATCA information) and the Obligors' Agent or an Interim Lender reasonably believes that the Interim Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)

the information supplied by the Interim Facility Agent pursuant to Clause 10.8 (FATCA information) indicates that the Interim Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)

the Interim Facility Agent notifies the Obligors' Agent and the Interim Lenders that the Interim Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Obligors' Agent or an Interim Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Interim Facility Agent were a FATCA Exempt Party, and the Obligors' Agent or that Interim Lender, by notice to the Interim Facility Agent, requires it to resign.

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Part II
Defaulting Lender

For so long as a Defaulting Lender has any undrawn Interim Commitment, in ascertaining (i) the Majority Interim Lenders; or (ii) whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Interim Commitments under the relevant Interim Facility/ies or the agreement of any specified group of Interim Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Interim Lenders under the Interim Finance Documents, that Defaulting Lender's Interim Commitments under the relevant Interim Facility/ies will be reduced by the amount of its undrawn Interim Commitments under the relevant Interim Facility/ies and, to the extent that that reduction results in that Defaulting Lender's Total Interim Commitments being zero, that Defaulting Lender shall be deemed not to be an Interim Lender for the purposes of (i) and (ii) above.

For the purposes of paragraph 1 above, the Interim Facility Agent may assume that the following Interim Lenders are Defaulting Lenders:

(a)

any Interim Lender which has notified the Interim Facility Agent that it has become a Defaulting Lender;

(b)

any Interim Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred,

unless it has received notice to the contrary from the Interim Lender concerned (together with any supporting evidence reasonably requested by the Interim Facility Agent) or the Interim Facility Agent is otherwise aware that the Interim Lender has ceased to be a Defaulting Lender.

Without prejudice to any other provision of this Agreement, the Agents may disclose and, on the written request of the Obligors' Agent or the Majority Interim Lenders, shall, as soon as reasonably practicable, disclose the identity of a Defaulting Lender to the Obligors' Agent and to the other Interim Finance Parties.

If any Interim Lender becomes a Defaulting Lender, the Obligors' Agent may, at any time whilst the Interim Lender continues to be Defaulting Lender, give the Interim Facility Agent three (3) Business Days' notice of cancellation of all or any part of each undrawn Interim Commitment of that Interim Lender.

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Part III
Replacement of an Interim Lender / Increase

Replacement of an Interim Lender

(a)

If at any time:

(i)

any Interim Finance Party becomes or is a Non-Consenting Lender (as defined in paragraph (d) below) or a Non-Cooperative Jurisdiction Lender; or

(ii)

an Obligor becomes obliged to repay any amount in accordance with Clause 11.3 (Illegality) or to pay additional amounts pursuant to Clause 10.1 (Gross-up), Clause 10.3 (Tax indemnity) or Clause 11.1 (Increased Costs) to any Interim Finance Party; or

(iii)

any Interim Finance Party invokes the benefit of Clause 9 (Market Disruption); or

(iv)

any Interim Finance Party becomes or is a Defaulting Lender,

then the Obligors' Agent may, on no less than five (5) Business Days' prior written notice (a Replacement Notice) to the Interim Facility Agent and such Interim Finance Party (a Replaced Lender):

(A)

replace a participation of such Replaced Lender by requiring such Replaced Lender to (and such Replaced Lender shall) transfer pursuant to Clause 24 (Changes to Parties) on such dates as specified in the Replacement Notice all or part of its rights and obligations under this Agreement to an Interim Lender constituting a New Interim Lender under Clause 24.2 (Transfers by Interim Lenders) (a Replacement Lender) selected by the Obligors' Agent, which confirms its (or their) willingness to assume and does assume all or part of the obligations of the Replaced Lender (including the assumption of the Replaced Lender's participations or unfunded or undrawn participations (as the case may be) on the same basis as the Replaced Lender) for a purchase price in cash payable at the time of transfer in an amount equal to the applicable outstanding principal amount of such Replaced Lender's participation in the outstanding Interim Utilisations and all related accrued interest, Break Costs and other amounts payable in relation thereto under the Interim Finance Documents in respect of such transferred participation; and/or

(B)

prepay on such dates as specified in the Replacement Notice all or any part of such Interim Lender's participation in the outstanding Interim Utilisations and all related accrued interest, Break Costs and other amounts payable in relation thereto under the Interim Finance Documents in respect of such participation; and/or

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cancel all or part of the undrawn Interim Commitments of that Replaced Lender on such dates as specified in the Replacement Notice.

(b)

Any notice delivered under paragraph (a) above (or any subsequent notice for this purpose, as applicable) may be accompanied by a Transfer Certificate complying with Clause 24.4 (Procedure for transfer) and/or an Assignment Agreement complying with Clause 24.5 (Procedure for assignment) and any other related documentation to effect the transfer or assignment, which Transfer Certificate, Assignment Agreement and any other related documentation to effect the transfer or assignment (if attached) shall be promptly (and by no later than three (3) Business Days from receiving such Transfer Certificate, Assignment Agreement and any other related documentation) executed by the relevant Replaced Lender and returned to the Obligors' Agent.

(c)

Notwithstanding the requirements of Clause 24 (Changes to Parties) or any other provisions of the Interim Finance Documents, if a Replaced Lender does not execute and/or return a Transfer Certificate, an Assignment Agreement and any other related documentation to effect the transfer or assignment as required by paragraph (b) above within three (3) Business Days of delivery by the Obligors' Agent, the relevant transfer or transfers or assignment and assignments shall automatically and immediately be effected for all purposes under the Interim Finance Documents on payment of the replacement amount to the Interim Facility Agent (for the account of the relevant Replaced Lender), and the Interim Facility Agent may (and is authorised by each Interim Finance Party to) execute, without requiring any further consent or action from any other party, a Transfer Certificate, Assignment Agreement and any other related documentation to effect the transfer or assignment on behalf of the relevant Replaced Lender which is required to transfer its rights and obligations or assign its rights under this Agreement pursuant to paragraph (a) above which shall be effective for the purposes of Clause 24.4 (Procedure for transfer) and Clause 24.5 (Procedure for assignment). The Interim Facility Agent shall not be liable in any way for any action taken by it pursuant to this paragraph 1 and, for the avoidance of doubt, the provisions of Clause 17.4 (Exoneration of the Arranger and the Agents) shall apply in relation thereto.

(d)

If the Obligors' Agent or the Interim Facility Agent (at the request of the Obligors' Agent) has requested the Interim Lenders to give a consent in relation to, or to agree to a release, waiver or amendment of, any provisions of the Interim Finance Documents or other vote of the Interim Lenders under the terms of this Agreement, where the requested consent, release, waiver or amendment is one which requires greater than Majority Interim Lender consent pursuant to this Agreement and has been agreed to by the Majority Interim Lenders, then any Interim Lender who has not consented or agreed (or fails to reject) to such request by the end of the period of ten (10) Business Days (or any other period of time notified by the Obligors' Agent, with the prior agreement of the Interim Facility Agent if the period for this provision to operate is less than ten (10) Business Days) of a request being made such Interim Lender shall be deemed a Non-Consenting Lender.

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(e)

If any Non-Consenting Lender fails to assist with any step required to implement the Obligors' Agent's right to prepay that Non-Consenting Lender or to replace that Non-Consenting Lender pursuant to this paragraph 1 within three (3) Business Days of a request to do so by the Obligors' Agent, then that Non-Consenting Lender shall be automatically excluded from participating in that vote, and its participations, Interim Commitments and vote (as the case may be) shall not be included (or, as applicable, required) with the Total Interim Commitments or otherwise when ascertaining whether the approval of Majority Interim Lenders, all Interim Lenders, or any other class of Interim Lenders (as applicable) has been obtained with respect to that request for a consent or agreement; and its status as an Interim Lender shall be disregarded for the purpose of ascertaining whether the agreement or any specified group of Interim Lenders has been obtained to approve the request.

Increase

(a)

The Obligors' Agent may by giving prior notice to the Interim Facility Agent after the effective date of a cancellation of:

(i)

the undrawn Interim Commitments of a Defaulting Lender in accordance with paragraph 3 of Part II (Defaulting Lender) of this Schedule 6; or

(ii)

the Interim Commitments of an Interim Lender in accordance with Clause 11.3 (Illegality) or paragraph 1 (Replacement of an Interim Lender) above,

request that the Interim Commitments relating to any Interim Facility be increased (and the Interim Commitments relating to that Interim Facility shall be so increased) up to the amount of the undrawn Interim Commitments or Interim Commitments relating to that Interim Facility so cancelled as described in the following paragraphs.

(b)

Following a request as described in paragraph (a) above:

(i)

the increased Interim Commitments will be assumed by one or more Interim Lenders or other banks, financial institutions, trusts, funds or other entities (each an Increase Lender) selected by the Obligors' Agent and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of an Interim Lender corresponding to that part of the increased Interim Commitments which it is to assume, as if it had been an Original Interim Lender;

(ii)

each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Interim Lender;

(iii)

each Increase Lender shall become a Party as an Interim Lender and any Increase Lender and each of the other Interim Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Interim Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Interim Lender;

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(iv)

the Interim Commitments of the other Interim Lenders shall continue in full force and effect; and

(v)

any increase in the Interim Commitments relating to an Interim Facility shall take effect on the date specified by the Obligors' Agent in the notice referred to above or any later date on which the conditions set out in paragraph (c) below are satisfied.

(c)

An increase in the Interim Commitments relating to an Interim Facility will only be effective on:

(i)

the execution by the Interim Facility Agent of an Increase Confirmation from the relevant Increase Lender;

(ii)

in relation to an Increase Lender which is not an Interim Lender immediately prior to the relevant increase the Interim Facility Agent being satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Interim Commitments by that Increase Lender. The Interim Facility Agent shall promptly notify the Obligors' Agent and the Increase Lender upon being so satisfied.

(d)

Each Increase Lender, by executing the Increase Confirmation, confirms that the Interim Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Interim Lender or Interim Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(e)

The Interim Facility Agent shall, as soon as reasonably practicable after it has executed an Increase Confirmation, send to the Obligors' Agent a copy of that Increase Confirmation.

(f)

Clause 24.3 (Limitation of responsibility of Existing Interim Lenders) shall apply mutatis mutandis in this paragraph 2 in relation to an Increase Lender as if references in that Clause to:

(i)

an Existing Interim Lender were references to all the Interim Lenders immediately prior to the relevant increase;

(ii)

the New Interim Lender were references to that Increase Lender; and

(iii)

a re-transfer and re-assignment were references to respectively a transfer and assignment.

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Part IV
Form of Increase Confirmation

To:	[●] as Interim Facility Agent, [●] as Interim Security Agent and [●] as Borrower

From:

[●] (the Increase Lender)

Dated:

[●]

[Company] – Interim Facilities Agreement dated [●] (as amended from time to time) (the Interim Facilities Agreement)

We refer to the Interim Facilities Agreement. This agreement (the Agreement) shall take effect as an Increase Confirmation for the purpose of the Interim Facilities Agreement. Terms defined in the Interim Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

We refer to paragraph 2 (Increase) of Part III (Replacement of an Interim Lender / Increase) of Schedule 6 (Impaired Agent, Replacement of an Interim Facility Agent, Defaulting Lender, Replacement of an Interim Lender / Increase,) of the Interim Facilities Agreement.

The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Interim Commitment specified in the Schedule (the Relevant Commitment) as if it was an Original Interim Lender under the Interim Facilities Agreement.

The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the Increase Date) is [●].

On the Increase Date, the Increase Lender becomes party to the relevant Interim Finance Documents as an Interim Lender.

The Facility Office, address, email address and attention details for notices to the Increase Lender for the purposes of Clause 20.1 (Mode of service) of the Interim Facilities Agreement are set out in the Schedule.

The Increase Lender expressly acknowledges the limitations on the Interim Lenders' obligations referred to in paragraph (f) of paragraph 2 (Increase) of Part III (Replacement of an Interim Lender / Increase) of Schedule 6 (Impairment and Replacement of Interim Finance Parties) of the Interim Facilities Agreement.

The Increase Lender confirms that it is:

(a)

[not a Qualifying Interim Lender;]

(b)

[a Qualifying Interim Lender (other than a Treaty Interim Lender);]

(c)

[a Treaty Interim Lender].

This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

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10.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

11.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note:

The execution of this Increase Confirmation may not be sufficient for the Increase Lender to obtain the benefit of the Interim Security in all jurisdictions. It is the responsibility of the Increase Lender to ascertain whether any other documents or other formalities are required to obtain the benefit of the Interim Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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The Schedule to the Increase Confirmation

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[INSERT RELEVANT DETAILS]

[Facility office address, email address and attention details for notices and account details for payments]

_______________________________

[Increase Lender]

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Interim Facilities Agreement by the Interim Facility Agent.

_______________________________

[Interim Facility Agent]

By:

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Part V
Definitions

Capitalised terms in this Schedule 6 shall have the meanings ascribed to such terms in Schedule 1 (Definitions and Interpretation) and this Part V, as applicable.

Acceptable Bank means a bank or financial institution which has a long term credit rating of at least BBB by Standard & Poor's Rating Services or Fitch Ratings Ltd or at least Baa3 by Moody's Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or any Interim Finance Party or any Affiliate of an Interim Finance Party.

Defaulting Lender means any Interim Lender:

(a)

which has failed to make its participation in an Interim Loan available (or has notified the Interim Facility Agent or the Obligors' Agent (which has notified the Interim Facility Agent) that it will not make its participation in an Interim Loan available) by the Drawdown Date of that Interim Loan in accordance with Clause 6.3 (Advance of Interim Loans) or which has failed to provide cash collateral;

(b)

which has otherwise rescinded or repudiated an Interim Finance Document; or

(c)

with respect to which an Insolvency Event has occurred and is continuing.

Disruption Event means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Interim Facilities (or otherwise in order for the transactions contemplated by the Interim Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Interim Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Interim Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Impaired Agent means an Agent at any time when:

(a)

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Interim Finance Documents by the due date for payment;

(b)

the Agent otherwise rescinds or repudiates an Interim Finance Document;

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(c)

(if the Agent is also an Interim Lender) it is a Defaulting Lender under paragraphs (a) or (b) of the definition of Defaulting Lender; or

(d)

an Insolvency Event has occurred and is continuing with respect to the Agent,

unless, in the case of paragraph (a) above:

(i)

its failure to pay is caused by administrative or technical error or a Disruption Event and payment is made within three (3) Business Days of its due date; or

(ii)

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

Increase Confirmation means a confirmation substantially in the form set out in Part IV (Form of Increase Confirmation) of this Schedule 6.

Insolvency Event in relation to an entity means that the entity:

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

(f)

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

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(g)

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(i)

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within thirty (30) days thereafter;

(j)

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k)

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Non-Consenting Lender has the meaning given to that term in paragraph (d) of paragraph 1 (Replacement of an Interim Lender) of Part III (Replacement of an Interim Lender / Increase) of this Schedule 6.

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Schedule 7
Form of Transfer Certificate

To:	[●] as Interim Facility Agent

From:

[●] (the Existing Interim Lender) and [●] (the New Interim Lender)

Dated:

[●]

[Company] – Interim Facilities Agreement dated [●] (as amended from time to time) (the Interim Facilities Agreement)

We refer to the Interim Facilities Agreement. This is a Transfer Certificate. Terms defined in the Interim Facilities Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

We refer to Clause 24.4 (Procedure for transfer) of the Interim Facilities Agreement:

(a)

subject to paragraph (b) of Clause 24.2, the Existing Interim Lender and the New Interim Lender agree to the Existing Interim Lender transferring to the New Interim Lender by novation all or part of the Existing Interim Lender's Interim Commitments, rights and obligations referred to in the Schedule in accordance with Clause 24.4 (Procedure for transfer) of the Interim Facilities Agreement.

(b)

the proposed Transfer Date is [●].

(c)

the Facility Office and address, email address and attention details for notices of the New Interim Lender for the purposes of Clause 20.1 (Mode of service) of the Interim Facilities Agreement are set out in the Schedule.

The New Interim Lender expressly acknowledges the limitations on the Existing Interim Lender's obligations set out in paragraph (c) of Clause 24.3 (Limitation of responsibility of Existing Interim Lenders) of the Interim Facilities Agreement.

The New Interim Lender confirms that it is:

(a)

[not a Qualifying Interim Lender;]

(b)

[a Qualifying Interim Lender (other than a Treaty Interim Lender);]

(c)

[a Treaty Interim Lender].

This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

The New Interim Lender confirms that it is not a Non-Cooperative Jurisdiction Lender.

This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

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This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

Note:

The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Interim Lender's interest in the Interim Security in all jurisdictions. It is the responsibility of the New Interim Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Interim Lender's Interim Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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The Schedule to the Transfer Certificate

Commitment/rights and obligations to be transferred

[INSERT RELEVANT DETAILS]

[Facility office address, email address and attention details for notices and account details for payments]

_______________________________

[Existing Interim Lender]

By:

_______________________________

[New Interim Lender]

By:

This Transfer Certificate is accepted by the Interim Facility Agent and the Transfer Date is confirmed as [●].

_______________________________

[Interim Facility Agent]

By:

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Schedule 8
Form of Assignment Agreement

To:	[●] as Interim Facility Agent

From:

[●] (the Existing Interim Lender) and [●] (the New Interim Lender)

Dated:

[●]

[Company] – Interim Facilities Agreement dated [●] (as amended from time to time) (the Interim Facilities Agreement)

We refer to the Interim Facilities Agreement. This is an Assignment Agreement. Terms defined in the Interim Facilities Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

We refer to Clause 24.5 (Procedure for assignment) of the Interim Facilities Agreement.

subject to paragraph (b) of Clause 24.2, the Existing Interim Lender assigns absolutely to the New Interim Lender all the rights of the Existing Interim Lender under the Interim Facilities Agreement, the other Interim Finance Documents and in respect of the Interim Security which correspond to that portion of the Existing Interim Lender's Interim Commitments and participations in Interim Utilisations under the Interim Facilities Agreement as specified in the Schedule;

subject to paragraph (b) of Clause 24.2, the Existing Interim Lender is released from all the obligations of the Existing Interim Lender which correspond to that portion of the Existing Interim Lender's Interim Commitments and participations in Interim Utilisations under the Interim Facilities Agreement specified in the Schedule.

The New Interim Lender becomes a Party as an Interim Lender and is bound by obligations equivalent to those from which the Existing Interim Lender is released under paragraph 4 above.

The proposed Transfer Date is [●].

On the Transfer Date the New Interim Lender becomes Party to the Interim Finance Documents as an Interim Lender.

This Assignment Agreement acts as notice to the Interim Facility Agent (on behalf of each Interim Finance Party) and, upon delivery in accordance with Clause 24.7 (Copy of Transfer Certificate or Assignment Agreement to Obligors' Agent) of the Interim Facilities Agreement, to the Obligors' Agent (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

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10.

The New Interim Lender confirms that it is:

(a)

[not a Qualifying Interim Lender;]

(b)

[a Qualifying Interim Lender (other than a Treaty Interim Lender);]

(c)

[a Treaty Interim Lender].

11.

The Facility Office and address, email address and attention details for notices of the New Interim Lender for the purposes of Clause 20.1 (Mode of service) of the Interim Facilities Agreement are set out in the Schedule.

12.

This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

13.

This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

14.

This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

Note:

The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Interim Lender's interest in the Interim Security in all jurisdictions. It is the responsibility of the New Interim Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Interim Lender's Interim Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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The Schedule to the Assignment Agreement

Commitment/rights and obligations to be transferred by assignment, release and accession

[INSERT RELEVANT DETAILS]

[Facility office address, email address and attention details for notices and account details for payments]

_______________________________

[Existing Interim Lender]

By:

_______________________________

[New Interim Lender]

By:

This Assignment Agreement is accepted by the Interim Facility Agent and the Transfer Date is confirmed as [●].

[Signature of this Assignment Agreement by the Interim Facility Agent constitutes confirmation by the Interim Facility Agent of receipt of notice of the assignment referred to herein, which notice the Interim Facility Agent receives on behalf of each Interim Finance Party.]

_______________________________

[Interim Facility Agent]

By:

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Schedule 9
Bank Guarantees

Part I
Utilisation

Purpose

The Interim Revolving Facility shall be available for utilisation by way of Bank Guarantees for the purposes referred to in paragraphs (b) of Clause 3.3 (Purpose) of this Agreement.

Delivery of a Bank Guarantee Request

(a)

The Borrower may request a Bank Guarantee by delivery to the Interim Facility Agent of a duly completed Bank Guarantee Request.

(b)

Each Bank Guarantee Request is, once given, irrevocable.

(c)

Unless otherwise agreed by the Interim Facility Agent, the latest time for receipt by the Interim Facility Agent of a duly completed Bank Guarantee Request is 11.00 a.m. one (1) Business Day before the proposed Drawdown Date.

Completion of a Bank Guarantee Request

A Bank Guarantee Request will not be regarded as having been duly completed unless:

(a)

it specifies the identity of the Issuing Bank;

(b)

the proposed Drawdown Date is a Business Day within the Interim Revolving Facility Availability Period;

(c)

the currency of the Bank Guarantee requested is Euro, US Dollars, Sterling or any other currency agreed between the Obligors' Agent and the applicable Issuing Bank;

(d)

the form of Bank Guarantee is attached;

(e)

the delivery instructions for the Bank Guarantee are specified;

(f)

the Base Currency Amount of the Bank Guarantee requested, when aggregated with the Base Currency Amount of each other Interim Revolving Facility Utilisation made or due to be made on or before the proposed Drawdown Date (but excluding any part of any Interim Revolving Facility Utilisation prepaid or due to be prepaid on or before the proposed Drawdown Date), does not exceed the Total Interim Revolving Facility Commitments; and

(g)

the Issuing Bank is not precluded from issuing a Bank Guarantee by law or regulation or its internal policies to the beneficiary of the Bank Guarantee.

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Issue of Bank Guarantees

(a)

The Interim Facility Agent must promptly notify the relevant Issuing Bank of the details of a requested Bank Guarantee.

(b)

If the conditions set out in this Agreement have been met, the relevant Issuing Bank shall issue the Bank Guarantee on the Drawdown Date.

(c)

Each Interim Revolving Facility Lender will participate in each Bank Guarantee in the proportion which its Interim Revolving Facility Commitment bears to the Total Interim Revolving Facility Commitments immediately before the issue of that Bank Guarantee.

(d)

No Interim Lender is obliged to participate in any Bank Guarantee if as a result the Base Currency Amount of its share in the outstanding Interim Revolving Facility Utilisations (other than to the extent due to be repaid or prepaid on or before the proposed Drawdown Date) would exceed its applicable Interim Revolving Facility Commitments.

(e)

The obligation of any Issuing Bank to issue a Bank Guarantee is subject to the condition that on the Drawdown Date the conditions precedent referred to in Clause 3.1 (Conditions Precedent) have been satisfied or, as the case may be, waived. The provisions of Clause 3.1 (Conditions Precedent) shall apply to each Issuing Bank in respect of any Bank Guarantee issued or to be issued by that Issuing Bank.

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Part II
Bank Guarantees

Immediately payable

If a Bank Guarantee or any amount outstanding under a Bank Guarantee is expressed to be immediately payable, the Borrower shall repay or prepay that amount within two (2) Business Days of demand or, if payment is being funded by an Interim Revolving Facility Loan, within four (4) Business Days of demand.

Demands

Each Issuing Bank shall forthwith notify the Interim Facility Agent of any demand received by it under and in accordance with any Bank Guarantee (including details of the Bank Guarantee under which such demand has been received and the amount demanded (if applicable, minus the amount of any cash cover provided in respect of that Bank Guarantee) (the Demand Amount)) and the Interim Facility Agent on receipt of any such notice shall forthwith notify the Borrower and each of the Interim Revolving Facility Lenders.

Payments

(a)

The Borrower shall immediately on receipt of any notice from the Interim Facility Agent under paragraph 2 (Demands) above (unless the Borrower notifies the Interim Facility Agent otherwise) be deemed to have delivered to the Interim Facility Agent a duly completed Drawdown Request requesting an Interim Revolving Facility Loan in an amount equal to the Demand Amount which shall be drawn three (3) Business Days following receipt by the Interim Facility Agent of the demand and applied in discharge of the Demand Amount.

(b)

If the Borrower notifies the Interim Facility Agent pursuant to paragraph (a) above that an Interim Loan is not to be drawn in accordance with the provisions of such paragraph, then the Borrower shall within two (2) Business Days after receipt of any notice from the Interim Facility Agent under paragraph 2 (Demands) above pay to the Interim Facility Agent for the account of the relevant Issuing Bank the amount demanded from that Issuing Bank as notified to the Interim Facility Agent in accordance with paragraph 2 (Demands) above less any amount of cash cover provided in respect of the Bank Guarantee under which the relevant Issuing Bank has received demand.

(c)

The Interim Facility Agent shall pay to the relevant Issuing Bank any amount received by it from the Borrower under paragraph (b) above.

Cash cover

Each Issuing Bank is hereby irrevocably authorised by the Borrower following a demand under and in accordance with any Bank Guarantee issued by that Issuing Bank to apply all amounts of cash cover provided in respect of that Bank Guarantee in satisfaction of that Borrower's obligations in respect of that Bank Guarantee.

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Fees payable in respect of Bank Guarantees

(a)

The Borrower shall pay to the Interim Facility Agent for the account of each Interim Revolving Facility Lender in respect of a Bank Guarantee issued pursuant to the Interim Revolving Facility, a Bank Guarantee fee in US Dollars computed at the rate equal to one (1) per cent. below the Margin applicable to an Interim Revolving Facility Loan, on the outstanding amount of each Bank Guarantee issued on its behalf (less any amount which has been repaid or prepaid) for the period from the issue of that Bank Guarantee until its Expiry Date (or, if earlier, the date of its repayment or cancellation). This fee shall be distributed according to each Interim Lender's pro rata share of that Bank Guarantee. Any accrued Bank Guarantee fee on a Bank Guarantee shall be payable on the Termination Date.

(b)

The Borrower shall pay to the Issuing Bank which issues a Bank Guarantee a fee equal to 0.125 per cent. per annum (or such other amount as may be agreed between the Borrower and the relevant Issuing Bank from time to time) on the face amount of that Bank Guarantee (excluding the amount of the share of that Issuing Bank in the Bank Guarantee if that Issuing Bank (or an Affiliate of it) is also an Interim Lender), less any amount which has been repaid or prepaid. That fee shall be payable on the Termination Date.

Claims under a Bank Guarantee

(a)

The Borrower irrevocably and unconditionally authorises each Issuing Bank to pay any claim made or purported to be made under a Bank Guarantee issued by such Issuing Bank and requested by it and which appears on its face to be in order (a claim).

(b)

The Borrower shall, within two (2) Business Days after receipt of demand or, if such payment is being funded by an Interim Revolving Facility Loan, shall within four (4) Business Days of demand, pay to the Interim Facility Agent for the relevant Issuing Bank an amount equal to the amount of any claim (less any cash cover provided in respect of that Bank Guarantee).

(c)

The Borrower acknowledges that the relevant Issuing Bank:

(i)

is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim;

(ii)

deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person; and

(iii)

if the relevant Issuing Bank, acting reasonably, informs the Borrower not less than two (2) Business Days prior to the issue of a Bank Guarantee that the issue by it of a Bank Guarantee would breach any law, regulation or directive applicable to it, then such Issuing Bank will not be obliged to issue that Bank Guarantee. For the avoidance of doubt, such Issuing Bank will remain Issuing Bank for all other purposes under this Agreement and the Borrower will be free to request any other Interim Lender to become the Issuing Bank in respect of that Bank Guarantee.

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(d)

The obligations of the Borrower under this paragraph 6 will not be affected by:

(i)

the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii)

any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Indemnities

(a)

The Borrower shall immediately (save as referred to in paragraph 1 (Immediately payable) above and paragraph (b) of paragraph 10 (Claims under a Bank Guarantee) above) on demand indemnify an Issuing Bank against any cost, loss or liability incurred by that Issuing Bank (otherwise than by reason of the Issuing Bank's fraud, negligence, wilful misconduct or breach of the terms of this Agreement) in acting as the Issuing Bank under any Bank Guarantee requested by (or on behalf of) the Borrower.

(b)

Each Interim Revolving Facility Lender shall immediately on demand indemnify the relevant Issuing Bank against such Interim Revolving Facility Lender's pro rata proportion of any cost, loss or liability incurred by such Issuing Bank (otherwise than by reason of the Issuing Bank's fraud, negligence, wilful misconduct or breach of the terms of this Agreement) in acting as the Issuing Bank under any Bank Guarantee (unless the relevant Issuing Bank has been reimbursed by an Obligor).

(c)

The Borrower shall immediately on demand reimburse any Interim Revolving Facility Lender for any payment it makes to the Issuing Bank under this paragraph 7 in respect of that Bank Guarantee (otherwise than by reason of such Interim Revolving Facility Lender's fraud, negligence, wilful misconduct or breach of the terms of this Agreement).

(d)

The obligations of each Interim Revolving Facility Lender under this paragraph 7 are continuing obligations and will extend to the ultimate balance of sums payable by that Interim Lender in respect of any Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.

(e)

The obligations of any Interim Revolving Facility Lender or the Borrower under this paragraph 7 will not be affected by any act, omission, matter or thing which, but for this paragraph 7, would reduce, release or prejudice any of its obligations under this paragraph 7 (whether or not known to it or any other person) including:

(i)

any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or other person;

(ii)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any Group Company;

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(iii)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce any rights against, or security over assets of, any Obligor, any beneficiary under a Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Bank Guarantee or any other person;

(v)

any amendment (however fundamental) or replacement of an Interim Finance Document, any Bank Guarantee or any other document or security unless in the case of amendments to the Bank Guarantee, the Borrower had not provided its consent to such amendment(s);

(vi)

any unenforceability, illegality or invalidity of any obligation of any person under any Interim Finance Document, any Bank Guarantee (unless such obligation arose by reason of the relevant Issuing Bank's negligence or wilful misconduct) or any other security provided by an Obligor; or

(vii)

any insolvency or similar proceedings.

Repayment

(a)

Subject to paragraph (b) below, if not previously repaid, the Borrower shall repay each Bank Guarantee issued on its behalf in full on the Termination Date.

(b)

Notwithstanding paragraph (a) above and Clause 7 (Repayment and Prepayment) of this Agreement, the relevant Issuing Bank and the Borrower may agree to a Bank Guarantee not being repaid in full on the Termination Date, provided that any such Bank Guarantee shall remain outstanding on a bilateral basis between such parties and not under (or subject to the terms of) the Interim Finance Documents.

Interim Lender as Issuing Bank

An Interim Lender which is also an Issuing Bank shall be treated as a separate entity in those capacities and capable, as an Interim Lender, of contracting with itself as an Issuing Bank.

10.

Rights of contribution

No Obligor will be entitled to any right of contribution or indemnity from any Interim Finance Party for so long as any sum remains payable or capable of becoming payable under the Interim Finance Documents or in respect of any payment it may make under this paragraph 10.

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11.

Settlement conditional

Any settlement or discharge between an Interim Lender and an Issuing Bank shall be conditional upon no security or payment to the Issuing Bank by an Interim Lender or any other person on behalf of an Interim Lender being avoided or reduced by virtue of any laws relating to bankruptcy, insolvency, liquidation or similar laws of general application and, if any such security or payment is so avoided or reduced, the Issuing Bank shall be entitled to recover the value or amount of such security or payment from such Interim Lender subsequently as if such settlement or discharge had not occurred.

12.

Exercise of rights

No Issuing Bank shall be obliged before exercising any of the rights, powers or remedies conferred upon it in respect of any Interim Lender by this Agreement or by law:

(a)

to take any action or obtain judgment in any court against any Obligor;

(b)

to make or file any claim or proof in a winding-up or dissolution of any Obligor; or

(c)

to enforce or seek to enforce any other security taken in respect of any of the obligations of any Obligor under this Agreement.

13.

Role of the Issuing Bank

(a)

Nothing in this Agreement constitutes the Issuing Bank as a trustee or fiduciary of any other person.

(b)

The Issuing Bank shall not be bound to account to any Interim Lender for any sum or the profit element of any sum received by it for its own account.

(c)

The Issuing Bank may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Group Company.

(d)

The Issuing Bank may rely on:

(i)

any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii)

any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(e)

The Issuing Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(f)

The Issuing Bank may act in relation to the Interim Finance Documents through its personnel and agents.

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(g)

Except where an Interim Finance Document specifically provides otherwise, the Issuing Bank is not responsible for:

(i)

the adequacy, accuracy and/or completeness of any information (whether oral or written) provided under or in connection with any Interim Finance Document or any notice or document delivered in connection with any Interim Finance Document; or

(ii)

the legality, validity, effectiveness, adequacy, completeness or enforceability of any Interim Finance Document or any other agreement or document entered into in connection with any Interim Finance Document.

14.

Exclusion of liability

(a)

Without limiting paragraph (b) below, the Issuing Bank will not be liable for any action taken by it under or in connection with any Interim Finance Document, unless caused by its fraud, negligence, wilful misconduct or breach of the terms of this Agreement.

(b)

No Party (other than the Issuing Bank) may take any proceedings against any officer, employee or agent of the Issuing Bank in respect of any claim it might have against the Issuing Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Interim Finance Document. Any officer, employee or agent of the Issuing Bank may rely on this paragraph 14 in accordance with the Contracts (Rights of Third Parties) Act 1999.

15.

Appointment of additional Issuing Banks

Any Interim Lender which has agreed to the Obligors' Agent's request to be an Issuing Bank pursuant to the terms of this Agreement shall become an Issuing Bank for the purposes of this Agreement upon notifying the Interim Facility Agent and the Obligors' Agent that it has so agreed to be an Issuing Bank and acceding to this Agreement as an Issuing Bank and on making that notification that Interim Lender shall become bound by the terms of this Agreement as an Issuing Bank.

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Schedule 10
Form of Bank Guarantee

To:	[●] (the Beneficiary)

Date:

[●]

Irrevocable Standby Letter of Credit no. [●]

At the request of [●], [Issuing Bank] (the Issuing Bank) issues this irrevocable standby Letter of Credit (Letter of Credit) in your favour on the following terms and conditions:

Definitions

In this Letter of Credit:

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in [London, and [●]].

Demand means a demand for a payment under this Letter of Credit in the form of the schedule to this Letter of Credit.

Expiry Date means [●].

Total Letter of Credit Amount means [●].

Issuing Bank's agreement

(a)

The Beneficiary may request a drawing or drawings under this Letter of Credit by giving to the Issuing Bank a duly completed Demand. A Demand must be received by the Issuing Bank by 11.00 a.m. on the Expiry Date.

(b)

Subject to the terms of this Letter of Credit, the Issuing Bank unconditionally and irrevocably undertakes to the Beneficiary that, within [ten (10)] Business Days of receipt by it of a Demand, it must pay to the Beneficiary the amount demanded in that Demand.

(c)

The Issuing Bank will not be obliged to make a payment under this Letter of Credit if as a result the aggregate of all payments made by it under this Letter of Credit would exceed the Total Letter of Credit Amount.

Expiry

(a)

The Issuing Bank will be released from its obligations under this Letter of Credit on the date (if any) notified by the Beneficiary to the Issuing Bank as the date upon which the obligations of the Issuing Bank under this Letter of Credit are released.

(b)

Unless previously released under paragraph (a) above, on 5.00 p.m.([London] time) on the Expiry Date, the obligations of the Issuing Bank under this Letter of Credit will cease with no further liability on the part of the Issuing Bank except for any Demand validly presented under the Letter of Credit that remains unpaid.

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(c)

When the Issuing Bank is no longer under any further obligations under this Letter of Credit, the Beneficiary must return the original of this Letter of Credit to the Issuing Bank.

Payments

All payments under this Letter of Credit shall be made in US Dollars and for value on the due date to the account of the Beneficiary specified in the Demand.

Delivery of Demand

Each Demand shall be in writing, and, unless otherwise stated, may be made by letter, fax or telex and must be received in legible form by the Issuing Bank at its address and by the particular department or office (if any) as follows:

[●]

Assignment

The Beneficiary's rights under this Letter of Credit may not be assigned or transferred.

ISP 98

Except to the extent it is inconsistent with the express terms of this Letter of Credit, this Letter of Credit is subject to the International Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590.

Governing law

This Letter of Credit is governed by English law.

Jurisdiction

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter of Credit.

Yours faithfully

_______________________________

[Issuing Bank]

By:

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Schedule to the Bank Guarantee

Form of Demand

To:	[Issuing Bank]

Date:

[●]

To whom it may concern

Standby Letter of Credit no. [●] issued in favour of [Beneficiary] (the Letter of Credit)

We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same meaning when used in this Demand.

We certify that the sum of [●] is due [and has remained unpaid for at least [ ] Business Days] [under [set out underlying contract or agreement]]. We therefore demand payment of the sum of [●].

Payment should be made to the following account:

Name:

[●]

Account Number:

[●]

Bank:

[●]

The date of this Demand is not later than the Expiry Date.

Yours faithfully

_______________________________

For and on behalf of

[●]

Authorised Signatory for [Beneficiary]

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Schedule 11
The Original Interim Lenders

Name of Original Interim Lender	Interim Facility B Commitment ($)	Interim Revolving Facility Commitment ($)

WELLS FARGO BANK, NATIONAL ASSOCIATION	1,100,000,000	100,000,000

Total	1,100,000,000	100,000,000

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Schedule 12
Compounded Rate Terms

Part I
Dollars

CURRENCY:	Dollars.

*Definitions*

Additional Business Days:	An RFR Banking Day.

Break Costs:	None.

Central Bank Rate:	(a)	The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or
	(b)	if that target is not a single figure, the arithmetic mean of:

		(i)	the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and

		(ii)	the lower bound of that target range.

Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent trimmed arithmetic mean (calculated by the Interim Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which SOFR is available.

Central Bank Rate Spread:	In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Interim Facility Agent between:
	(a)	SOFR for the RFR Banking Day; and

	(b)	the Central Bank Rate prevailing at the close of business on that RFR Banking Day.

Credit Adjustment Spread:	None.

Daily Rate:	The “Daily Rate” for any RFR Banking Day is:

	(a)	the RFR for that RFR Banking Day; or

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	(b)	if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:

		(i)	the Central Bank Rate for that RFR Banking Day; and

		(ii)	the applicable Central Bank Rate Adjustment: or

	(c)	if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of:

		(i)	the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and

		(ii)	the applicable Central Bank Rate Adjustment,

	rounded, in either case, to four decimal places (provided that (aa) if, in relation to an Interim Loan (or any part thereof) and an Interest Period (or, if applicable, a Relevant Interest Period), applying the Compounded Reference Rate for each day in that Interest Period (or, if applicable, Relevant Interest Period) would result in the aggregate amount payable in respect of the Compounded Reference Rate on that Interim Loan for that Interest Period (or, if applicable, Relevant Interest Period) being less than zero, the Compounded Reference Rate on that Interim Loan for each day in that Interest Period (or, if applicable, Relevant Interest Period) shall be deemed to be zero and (bb) neither the Daily Rate nor the aggregate of the Daily Rate and the applicable Credit Adjustment Spread shall otherwise be deemed to be zero for any purpose under the Interim Finance Documents).

Lookback Period:	Five RFR Banking Days.

Relevant Market:	The market for overnight cash borrowing collateralised by US Government securities.

Reporting Day:	The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period.

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RFR:	The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

RFR Banking Day:	Any day other than:

	(a)	a Saturday or Sunday; and

	(b)	a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

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Part II
Sterling

CURRENCY:	Sterling.

*Definitions*

Additional Business Days:	An RFR Banking Day.

Break Costs:	None.

Central Bank Rate:	The Bank of England’s Bank Rate as published by the Bank of England from time to time.

Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent trimmed arithmetic mean (calculated by the Interim Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which SONIA is available.

Central Bank Rate Spread:	In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Interim Facility Agent between: (a) SONIA for the RFR Banking Day; and (b) the Central Bank Rate prevailing at the close of business on that RFR Banking Day.

Credit Adjustment Spread:	None.

Daily Rate:	The “Daily Rate” for any RFR Banking Day is:

	(a) the RFR for that RFR Banking Day; or

	(b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: (i) the Central Bank Rate for that RFR Banking Day; and (ii) the applicable Central Bank Rate Adjustment: or

	(c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (i) the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and

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(ii) the applicable Central Bank Rate Adjustment,

rounded, in either case, to four decimal places (provided that (aa) if, in relation to an Interim Loan (or any part thereof) and an Interest Period (or, if applicable, a Relevant Interest Period), applying the Compounded Reference Rate for each day in that Interest Period (or, if applicable, Relevant Interest Period) would result in the aggregate amount payable in respect of the Compounded Reference Rate on that Interim Loan for that Interest Period (or, if applicable, Relevant Interest Period) being less than zero, the Compounded Reference Rate on that Interim Loan for each day in that Interest Period (or, if applicable, Relevant Interest Period) shall be deemed to be zero and (bb) neither the Daily Rate nor the aggregate of the Daily Rate and the applicable Credit Adjustment Spread shall otherwise be deemed to be zero for any purpose under the Interim Finance Documents).

Lookback Period:	Five RFR Banking Days.

Relevant Market:	The Sterling wholesale market.

Reporting Day:	The day which is the Lookback Period prior to the last day of the Interest Period or, if that day is not a Business Day, the immediately following Business Day.

RFR:	The SONIA (Sterling overnight index average) reference rate displayed on the relevant screen of any authorised distributor of that reference rate.

RFR Banking Day:	A day (other than a Saturday or Sunday) on which banks are open for general business in London.

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Schedule 13
Daily Non-Cumulative Compounded RFR Rate

The “Daily Non-Cumulative Compounded RFR Rate” for any RFR Banking Day “i” during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable) calculated as set out below:

where:

UCCDR_imeans the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day “i”;

UCCDR_i-1means, in relation to that RFR Banking Day “i”, the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

“dcc” means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

“n_i” means the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day; and

the “Unannualised Cumulative Compounded Daily Rate” for any RFR Banking Day (the “Cumulated RFR Banking Day”) during that Interest Period is (without rounding, to the extent reasonably practicable) calculated as set out below:

where:

“ACCDR” means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

“tn_i” means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

“Cumulation Period” means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, the Cumulated RFR Banking Day;

“dcc” has the meaning given to that term above; and

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the “Annualised Cumulative Compounded Daily Rate” for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to four decimal places) calculated as set out below:

where:

“d₀” means the number of RFR Banking Days in the Cumulation Period;

“Cumulation Period” has the meaning given to that term above;

“i” means a series of whole numbers from one to d₀, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

“DailyRate_i-LP” means, for any RFR Banking Day “i” during the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day “i”;

“n_i” means, for any RFR Banking Day “i” during the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day;

“dcc” has the meaning given to that term above; and

“tn_i” has the meaning given to that term above.

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SIGNATURE PAGES

[Intentionally left blank]

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The Company

VIAVI SOLUTIONS INC.

By: ______________________________________________

Name:

Title:

Address:

Email:

Attention:

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The Borrower

VIAVI SOLUTIONS INC.

By: ____________________________________________

Name:

Title:

Address:

Email:

Attention:

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The Guarantor

VIAVI SOLUTIONS INC.

By: _____________________________________________

Name:

Title:

Address:

Email:

Attention:

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The Arranger

WELLS FARGO SECURITIES, LLC

By: ____________________________________________

Name:

Title:

Address:

Email:

Attention:

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The Original Interim Lender

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: ___________________________________________

Name:

Title:

Address:

Email:

Attention:

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The Interim Facility Agent

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: ____________________________________________

Name:

Title:

Address:

1525 West WT Harris Blvd, Charlotte, NC 28262-8522

Email:

Agencyservices.requests@wellsfargo.com

Attention:

Agency Services MAC D1116-025

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The Interim Security Agent

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: ___________________________________________

Name:

Title:

Address:

1525 West WT Harris Blvd, Charlotte, NC 28262-8522

Email:

Agencyservices.requests@wellsfargo.com

Attention:

Agency Services MAC D1116-025

Echo – Interim Facilities Agreement – Signature Pages

Exhibit 10.3

INVESTMENT AGREEMENT
by and among

Viavi Solutions Inc.,

SLP VII CM Victor Holdings, L.P.

and

SLA II CM Victor Holdings, L.P.

Dated as of March 5, 2024

TABLE OF CONTENTS

		Page

Article I. DEFINITIONS		1

Section 1.01	Definitions	1
Section 1.02	General Interpretive Principles	13

Article II. SALE AND PURCHASE OF THE NOTES		13

Section 2.01	Sale and Purchase of the Notes	13
Section 2.02	Closing	13
Section 2.03	Certain Funds Period:	15
Section 2.04	Termination	16

Article III. REPRESENTATIONS AND WARRANTIES		17

Section 3.01	Representations and Warranties of the Company	17
Section 3.02	Representations and Warranties of each Purchaser	23

Article IV. ADDITIONAL AGREEMENTS		26

Section 4.01	Taking of Necessary Action	26
Section 4.02	Restricted Period; No Transfer	26
Section 4.03	Standstill	28
Section 4.04	Securities Laws	30
Section 4.05	Lost, Stolen, Destroyed or Mutilated Securities	30
Section 4.06	Antitrust & Foreign Investment Approval	31
Section 4.07	Board Nomination Rights; Committees	31
Section 4.08	Bid Management	36
Section 4.09	Financing Cooperation	37
Section 4.10	Certain Tax Matters	38
Section 4.11	Section 16 Matters	39
Section 4.12	D&O Indemnification / Insurance Priority Matters	39
Section 4.13	Conversion Price Matters	40
Section 4.14	Other Matters	40
Section 4.15	Indemnification	40
Section 4.16	Par Value	42
Section 4.17	Indenture Matters	42
Section 4.18	Conduct of Business	42
Section 4.19	Other Cooperation	42
Section 4.20	Use of Proceeds and Settlement of Target Shares	43
Section 4.21	Exchange Listing	43
Section 4.22	Anti-Takeover Provisions	43
Section 4.23	Board of Directors	43
Section 4.24	Convertibility	43
Section 4.25	Amendments	43
Section 4.26	Trustee	44
Section 4.27	Target Matters	44

Article V. REGISTRATION RIGHTS		44

Section 5.01	Registration Statement	44
Section 5.02	Registration Limitations and Obligations	45
Section 5.03	Company Registration	48
Section 5.04	Registration Procedures	48
Section 5.05	Expenses	51
Section 5.06	Registration Indemnification	51
Section 5.07	Facilitation of Sales Pursuant to Rule 144	54
Section 5.08	Other Registration Rights	54

Article VI. MISCELLANEOUS		54

Section 6.01	Survival of Representations and Warranties	54
Section 6.02	Notices	54
Section 6.03	Entire Agreement; Third Party Beneficiaries; Amendment	55
Section 6.04	Counterparts	56
Section 6.05	Public Announcements	56
Section 6.06	Expenses	56
Section 6.07	Successors and Assigns	56
Section 6.08	Governing Law; Jurisdiction; Waiver of Jury Trial	57
Section 6.09	Severability	58
Section 6.10	Specific Performance	58
Section 6.11	Headings	58
Section 6.12	Non-Recourse; Several Liability	58
Section 6.13	Competing Financing	59
Section 6.14	Non-Reliance	59
Section 6.15	Qualifying Spin-Off; Acquisition	60

Exhibit A: Form of Note

Exhibit B: Form of Indenture

Exhibit C: Form of Joinder

Exhibit D: Form of Services Agreement

Exhibit E: Co-operation Agreement

Exhibit F: Signing Agreed Make-Whole Table

Annex A: Plan of Distribution

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (this “Agreement”), dated as of March 5, 2024 is by and between Viavi Solutions Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), SLP VII CM Victor Holdings, L.P. and SLA II CM Victor Holdings, L.P. (together with their successors and any respective Affiliates thereof that become a Purchaser party hereto in accordance with Section 6.07 and, if applicable, Section 4.02, each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.

WHEREAS, substantially concurrently with the execution of this Agreement, the Company or Bidco has either publicly announced or intends to publicly announce (the “Announcement”), in accordance with Rule 2.7 of the Takeover Code, a Scheme or Takeover Offer (each as defined herein) to be conducted in accordance with the Takeover Code for all issued and outstanding ordinary shares (the “Target Shares” and each a “Target Share”) of Echo, a public limited company incorporated and domiciled in England and Wales (the “Target”), at a price of 172.5 pence share plus a special dividend of 2.5 pence per share in each case as set forth in the Announcement (the “Acquisition”);

WHEREAS, in connection with the Acquisition, each Purchaser desires to purchase from the Company, on a several and not joint basis, and the Company desires to issue and sell to such Purchasers, $400 million aggregate principal amount of the Company’s 4.00% / 4.50% Convertible Senior PIK Toggle Notes (with a maturity date to be 7.5 years from the date of issuance) in the form attached hereto as Exhibit A (referred to herein as the “Note” or the “Notes”) set forth opposite such Purchaser’s name in Schedule I hereto, to be issued in accordance with the terms and conditions of the indenture in the form attached hereto as Exhibit B and including reasonable and customary terms requested by the Trustee (the “Indenture”), on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Company and each Purchaser desire to enter into certain agreements set forth herein; and

WHEREAS, prior to the execution hereof, the Board of Directors (as defined below) approved and authorized the execution and delivery of this Agreement (including Section 4.07(m) hereof) and the other Transaction Agreements (as defined below) and the consummation of the transactions contemplated hereby and thereby.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

Article I.

DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” shall have the meaning set forth in the preamble hereto.

“Acquisition Conditions” shall mean the conditions to implementation of the Acquisition set forth in Appendix 1 to the Announcement.

“Action” shall have the meaning set forth in Section 4.15(a).

“Additional Securities” shall mean any equity securities, or instruments convertible into or exchangeable for any equity securities, of the Company or any of its Subsidiaries, or the granting of any option, warrant, commitment or right by the Company or any of its Subsidiaries with respect to any of the foregoing.

“Affiliate” shall mean, with respect to any Person, any other Person which directly or indirectly controls or is controlled by or is under common control with such Person. Notwithstanding the foregoing, with respect to each Purchaser (i) the Company and the Company’s Subsidiaries shall not be considered Affiliates of such Purchaser or any of such Purchaser’s Affiliates and (ii) for purposes of the definitions of “Beneficially Own”, “Registrable Securities”, “SL”, “Standstill Period”, and “Third Party” and Sections 3.02(d), 3.02(f), 4.02, 4.03, 4.06 and 4.07, no portfolio company of such Purchaser or its Affiliates shall be deemed an Affiliate of such Purchaser and its other Affiliates so long as such portfolio company has (x) not been directed, encouraged, instructed, assisted, advised or supported by, or coordinated with, such Purchaser or any of its Affiliates or any SL Affiliated Director in carrying out any act prohibited by this Agreement or the subject matter of Section 4.03 or (y) not received from such Purchaser or any of its Affiliates or any SL Affiliated Director, directly or indirectly, any Confidential Information concerning the Company, its Subsidiaries, or their respective businesses. As used in this definition, “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). “Affiliated” shall have a correlative meaning.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Announcement” shall have the meaning set forth in the preamble hereto.

“Anti-Corruption Laws” shall have the meaning set forth in Section 3.01(l)(i).

“Anti-Money Laundering Laws” shall have the meaning set forth in Section 3.01(l)(i).

“Associate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; provided, that with respect to each Purchaser (i) the Company and the Company’s Subsidiaries will not be considered Associates of such Purchaser or any of its Affiliates and (ii) no portfolio company of such Purchaser or its other Affiliates will be deemed Associates of such Purchaser or any of its other Affiliates.

“Available” shall mean, with respect to a Registration Statement, that such Registration Statement is effective and there is no stop order with respect thereto and such Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading such that such Registration Statement will be available for the resale of Registrable Securities.

“Beneficially Own”, “Beneficially Owned”, “Beneficial Ownership” or “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act, except that for purposes of this Agreement the words “within sixty days” in Rule 13d-3(d)(1)(i) shall not apply, to the effect that a person shall be deemed to be the Beneficial Owner of a security if that person has the right to acquire beneficial ownership of such security at any time. Solely for purposes of determining the number of shares of Company Common Stock issuable upon conversion of the Notes Beneficially Owned by each Purchaser and its Affiliates, it shall be treated as if upon conversion the Notes, the only settlement option under the Notes and the Indenture were shares of Company Common Stock. For the avoidance of doubt, for purposes of this Agreement, each Purchaser, its Affiliates, or any other person shall at all times be deemed to have Beneficial Ownership of shares of Company Common Stock issuable upon conversion of the Notes directly or indirectly held by them, irrespective of any non-conversion period or non-exercise period specified in the Notes or this Agreement or any restrictions on transfer or voting contained in this Agreement.

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“Bidco” shall mean Viavi Solutions Acquisitions Limited.

“Blackout Period” shall mean, in the event that the Company determines in good faith that any registration or sale pursuant to any Registration Statement would require the disclosure of material non-public information that has not been, and is not otherwise then required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, a period of up to 60 days; provided, that a Blackout Period may not be called by the Company more than twice in any period of 12 consecutive months and may not be called by the Company in consecutive fiscal quarters and the aggregate length of Blackout Periods in any period of 12 consecutive months may not exceed 90 days.

“Board of Directors” shall mean the board of directors of the Company.

“Business Day” shall mean any day, other than a Saturday, Sunday or a day on which banking institutions in London or New York City, New York are authorized or obligated by law or executive order to remain closed; provided that, for purposes of Section 4.03, Section 4.17 and Article V, “Business Day” shall mean any day, other than a Saturday, Sunday or a day on which banking institutions in New York City, New York are authorized or obligated by law or executive order to remain closed.

“Certain Funds Period” means the period from (and including) the date of this Agreement to (and including) 11:59 p.m. (in London) on the earliest to occur of (a) if the Acquisition is intended to be completed pursuant to a Scheme, the date on which the Scheme lapses (including, subject to exhausting any rights of appeal, if a relevant court refuses to sanction the Scheme) or is withdrawn in writing in accordance with its terms (other than (i) where such lapse or withdrawal is as a result of a switch from the Scheme to a Takeover Offer (subject to the prior written consent of the Purchasers and to, the extent applicable, the Takeover Panel’s consent) or (ii) it is otherwise to be followed within twenty (20) Business Days by an Announcement by the Company to implement the Acquisition by a different offer or scheme (as applicable) (subject to the prior written consent of the Purchasers and to, the extent applicable, the Takeover Panel’s consent); (b) if the Acquisition is intended to be completed pursuant to a Takeover Offer (subject to the prior written consent of the Purchasers and to, the extent applicable, the Takeover Panel’s consent) the date upon which the Takeover Offer lapses, terminates or is withdrawn in writing in accordance with its terms (other than (i) where such lapse or withdrawal is as a result of a switch from the Takeover Offer to a Scheme (subject to the prior written consent of the Purchasers and to, the extent applicable, the Takeover Panel’s consent) or (ii) it is otherwise to be followed within twenty (20) Business Days by an Announcement by the Company to implement the Acquisition by a different offer or scheme (as applicable) (subject to the prior written consent of the Purchasers and to, the extent applicable, the Takeover Panel’s consent); (c) the date falling eighteen (18) months after the date of the first Announcement (the Commitment Long Stop Date) provided that, (i) if the conditions to the Takeover Offer or Scheme (as applicable) relating to regulatory or relevant government clearance or approvals have not been satisfied and/or waived by the Company (subject where applicable to any required consent or approval from the Purchasers hereunder) and (ii) the Scheme Effective Date has not occurred or (as applicable) the Takeover Offer has not been declared unconditional, in each case, by such eighteen (18) month date, the Commitment Long Stop Date shall be automatically extended (such extension being a Commitment Long Stop Date Extension) to the date that is twenty (20) months after the date of the first Announcement and provided further that, if the Scheme Effective Date occurs or (as applicable) the Takeover Offer is declared unconditional, in each case, on any date (the “Relevant Date”) that is less than fourteen (14) days prior to the Commitment Long Stop Date (including as extended pursuant to a Commitment Long Stop Date Extension), the Commitment Long Stop Date shall be automatically extended to the fourteenth (14^th) day following such Relevant Date; (d) the later of the Closing Date and the date that all of the consideration payable under the Acquisition in respect of the Target Shares has been paid in full and (e) if the first Announcement has not been released by such time, ten (10) Business Days following the date of this Agreement.

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“Change in Control” shall mean the occurrence of any of the following events: (i) there occurs a sale, transfer, conveyance or other disposition of all or substantially all of the consolidated assets of the Company, (ii) any Person or “group” (as defined in Section 13(d)(3) of the Exchange Act) (in each case excluding SL, its Affiliates or any of their respective portfolio companies), directly or indirectly, obtains Beneficial Ownership of 50% or more of the total outstanding voting power of Company Common Stock entitled to vote generally in the election of directors, (iii) the Company consummates any merger, consolidation or similar transaction, unless the stockholders of the Company immediately prior to the consummation of such transaction continue to hold (in substantially the same proportion as their ownership of the Company Common Stock immediately prior to the transaction, other than changes in proportionality as a result of any cash/stock election provided under the terms of the definitive agreement regarding such transaction) 50% or more of all of the voting power of the outstanding shares of Voting Stock of the surviving or resulting entity in such transaction immediately following the consummation of such transaction or (iv) a majority of the Board of Directors is no longer composed of (x) directors who were directors of the Company on the Closing Date and (y) directors who were nominated for election or elected or appointed to the Board of Directors with the approval of a majority of the directors described in subclause (x) together with any incumbent directors previously elected or appointed to the Board of Directors in accordance with this subclause (y).

“Closing” shall have the meaning set forth in Section 2.02(a).

“Closing Date” shall have the meaning set forth in Section 2.02(a).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall have the meaning set forth in Section 4.07(j).

“Company” shall have the meaning set forth in the preamble hereto.

“Company Acquisition” shall mean the Acquisition or any similar transaction involving the merger, consolidation or amalgamation with, or the acquisition (whether pursuant to a Scheme, Takeover or otherwise), in one or a series of related transactions, of all or any substantial portion of the equity interests or assets of the Target and its Subsidiaries by the Company.

“Company Acquisition Financing” means the financing documented under any Company Acquisition Financing Document.

”Company Acquisition Financing Document” means each of the Interim Facilities Agreement, the Senior Term Cash Flow Facility and the Senior Facilities Agreement and any related finance document (howsoever described) referred to therein.

“Company Common Stock” shall mean the common stock, par value $0.001 per share, of the Company.

“Company Preferred Stock” shall have the meaning set forth in Section 3.01(b).

“Company Reports” shall have the meaning set forth in Section 3.01(g)(i).

“Competing Financing” shall mean any direct or indirect financing, issuance, incurrence, transaction or proposal, for the purpose of providing financing for a Company Acquisition or any other purchase of Target securities or assets (in each case other than the Acquisition) after termination of this Agreement, including, without limitation, any other type of security, cash or indebtedness of the Company or its affiliates that would serve as an alternative to the amount of Notes that would have been issued under this Agreement.

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“Competing Financing Notice” shall have the meaning set forth in Section 6.13.

“Competing Financing Opportunity” shall have the meaning set forth in Section 6.13.

“Competing Financing Right” shall have the meaning set forth in Section 6.13.

“Confidential Information” shall have the meaning ascribed to it in the Confidentiality Agreement.

“Confidentiality Agreement” shall mean the confidentiality agreement entered into by the Company and Silver Lake Technology Management, L.L.C., dated as of November 14, 2023.

“Conversion Price” shall have the meaning set forth in the Indenture.

“Conversion Rate” shall have the meaning set forth in the Indenture.

“Co-operation Agreement” shall mean the agreement between the Company and the Target in the form attached hereto as Exhibit E.

“Covered Persons” shall have the meaning set forth in Section 4.07(m).

“DGCL” shall mean the Delaware General Corporation Law, as amended.

“Director Policy Change” shall have the meaning set forth in Section 4.07(d).

“Effective Date” means (i) in the case of a Scheme, the Scheme Effective Date; or (ii) in the case of Takeover Offer (if the Purchaser and the Takeover Panel consents to the implementation of the Acquisition by way of a Takeover Offer), the date on which such Takeover Offer becomes or is declared unconditional.

“Eligible Participation Holders” shall have the meaning set forth in Section 5.02(b).

“Enforceability Exceptions” shall have the meaning set forth in Section 3.01(c).

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Extraordinary Transaction” shall have the meaning set forth in Section 4.03(a)(iv).

“Free Writing Prospectus” shall have meaning set forth in Section 5.04(a)(v).

“GAAP” shall mean U.S. generally accepted accounting principles.

“Global Security” shall have the meaning set forth in the Indenture.

“Governmental Entity” shall mean any court, regulatory authority, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization.

“Holder” means any Purchaser that holds Registrable Securities or any assignee of such Registrable Securities to whom rights under Article V have been duly assigned in accordance with Section 6.07 hereof.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

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“IFRS” shall mean the applicable International Financial Reporting Standards as published by the International Accounting Standards Board.

“Indemnification Notice” shall have the meaning set forth in Section 4.15(b).

“Indemnified Persons” shall have the meaning set forth in Section 5.06(a).

“Indemnitee” shall have the meaning set forth in Section 4.15(a).

“Indenture” shall have the meaning set forth in the preamble hereto.

“Initial Conversion Rate” shall have the meaning set forth in Section 4.13.

“Initiating Holder” shall have the meaning set forth in Section 5.02(b).

“Intellectual Property” shall have the meaning set forth in Section 3.01(m).

“Interim Facilities Agreement” means the interim facilities agreement entered into by the Company on or about the date of this Agreement providing for interim facility B commitments of $1,100,000,000 and interim revolving commitments of $100,000,000 in each case as at the date of this Agreement.

“IRS” shall mean the Internal Revenue Service.

“Issuer Agreement” shall have the meaning set forth in Section 4.09(a).

“IT Assets” shall have the meaning set forth in Section 3.01(n).

“Joinder” shall mean, with respect to any Person permitted to sign such document in accordance with the terms hereof, a joinder executed and delivered by such Person, providing such Person to have all or a portion of the rights and obligations of a Purchaser under this Agreement, subject to any limitations contained in such joinder, in the form and substance substantially as attached hereto as Exhibit C or such other form as may be agreed to by the Company and a Purchaser.

“Losses” shall have the meaning set forth in Section 5.06(a).

“Make-Whole Certificate” shall have the meaning set forth in Section 4.17(a).

“Marketed Underwritten Offering” shall mean an Underwritten Offering involving reasonable and customary marketing efforts in excess of 24 hours by the Company and the underwriters.

“Material Adverse Effect” shall mean any events, changes or developments that, individually or in the aggregate, have or are reasonably expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, other than any event, change or development resulting from or arising out of the following: (a) events, changes or developments generally affecting the economy, the financial or securities markets, or political, legislative or regulatory conditions, in each case in the United States or elsewhere in the world, (b) events, changes or developments in the industries in which the Company or any of its Subsidiaries conducts its business, (c) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any rule, regulation, ordinance, order, protocol or any other law of or by any national, regional, state or local Governmental Entity, or market administrator, (d) any changes in GAAP or accounting standards or interpretations thereof, (e) epidemics, pandemics, earthquakes, any weather-related or other force majeure event or natural disasters, outbreak or escalation of hostilities or acts of war or terrorism, (f) the announcement or the existence of, compliance with or performance

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under, this Agreement or the transactions contemplated hereby, (g) any taking of any action or inaction at the written request of any Purchaser, (h) any failure by the Company to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (provided, that the exception in this clause (h) shall not prevent or otherwise affect a determination that any event, change, effect or development underlying such failure has resulted in a Material Adverse Effect so long as it is not otherwise excluded by this definition), (i) any changes in the share price or trading volume of the Company Common Stock or in the Company’s credit rating (provided, that the exception in this clause (i) shall not prevent or otherwise affect a determination that any event, change, effect or development underlying such change has resulted in a Material Adverse Effect so long as it is not otherwise excluded by this definition) or (j) the Announcement or the existence of the Offer Documents or the transactions contemplated thereby; except, in each case with respect to subclauses (a) through (e), to the extent that such event, change or development disproportionately affects the Company and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which the Company and its Subsidiaries operate.

“Material Offer Modification” shall mean any amendment, supplement, waiver or other modification to the Offer Documents relating to any of the below actions:

(i) any decision as to whether to switch from a Scheme to a Takeover Offer (or vice versa) and/or incurring any obligation to make a mandatory takeover offer under Rule 9 of the Takeover Code;

(ii) any waiver or invocation by or on behalf of the Company of any one or more of the Acquisition Conditions, other than any waiver or invocation to the extent required by the Takeover Code, the Takeover Panel, any applicable law or regulation, any applicable stock exchange or any applicable governmental or other regulatory authority or a court of law;

(iii) any amendment, modification, revision, extension, renewal, improvement or variation with respect to:

(A) any extension of the period in which holders of Target Shares may accept the terms of the Scheme or, as the case may be, the Offer (including by reason of the adjournment of any meeting or court hearing); or

(B) any change to the consideration (whether in amount, form or otherwise) to be paid for each Target Share in connection with the Acquisition or the taking of any action causing or requiring the same;

(iv) other than as provided in paragraphs (i) through (iii) above, any material amendment, modification, revision, extension, renewal, improvement or variation to the terms or structure of the Acquisition, other than any such material amendment, modification, revision, extension, renewal, improvement or variation in a manner or to the extent that would not be materially prejudicial to the interests of the Purchasers, taken as a whole, under this Agreement or to the extent required by the Takeover Code, the Takeover Panel, any applicable law or regulation, any applicable stock exchange or any applicable governmental or other regulatory authority or a court of law.

“Minimum Ownership Threshold” shall have the meaning set forth in Section 4.07(a).

“Nasdaq” shall mean the Nasdaq Global Select Market.

“Note” or “Notes” shall have the meaning set forth in the preamble hereto.

“Offer Documents” shall mean the Co-operation Agreement, the Scheme Circular or, if applicable, the offer document, in each case produced in accordance with the Co-operation Agreement, the Takeover Code and the Announcement.

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“Orderly Sale Amount” shall have the meaning set forth in Section 5.02(f).

“Participating Holder(s)” shall have the meaning set forth in Section 5.02(b).

“Permitted Debt Financing Transaction” shall have the meaning set forth in Section 4.02(a).

“Permitted Loan” shall have the meaning set forth in Section 4.02(a).

“Permitted Transfers” shall have the meaning set forth in Section 4.02(a).

“Person” or “person” shall mean an individual, corporation, limited liability or unlimited liability company, association, partnership, trust, estate, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof, or other entity of any kind or nature.

“Personal Information” means information that, (i) alone or in combination with other information, identifies or is reasonably capable of identifying a particular individual or household, or (ii) is defined as “personal information,” “personally identifiable information,” “personal data” or similar term under applicable law.

“Plan of Distribution” shall mean the plan of distribution substantially in the form attached hereto as Annex A.

“Privacy Obligations” means all (i) policies and procedures relating to (i) Personal Information and/or the collection, processing, sharing, security and/or use thereof, (ii) contractual obligations of the Company relating to Personal Information, privacy and data security and/or (iii) binding industry standards with respect to Personal Information, privacy and security.

“Prohibited Transfers” shall have the meaning set forth in Section 4.02(a).

“Purchase Price” shall have the meaning set forth in Section 2.01.

“Purchasers” shall have the meaning set forth in the preamble hereto.

“Purchaser Affiliates” shall have the meaning set forth in Section 4.03(a).

“Purchaser Designee” shall mean, as applicable, any individual designated by the Purchasers for appointment or nomination by the Company for election as director pursuant to Section 4.07(a), (b) or (f), whether such individual has been proposed or designated for such appointment or nomination, is standing for election as director or is then serving on the Board of Directors. For the avoidance of doubt, only one person may be a Purchaser Designee at any point in time.

“Purchaser Indemnitors” shall have the meaning set forth in Section 4.12.

“Registrable Securities” shall mean the Subject Securities; provided, that any Subject Securities will cease to be Registrable Securities when (a) such Subject Securities have been sold or otherwise disposed of pursuant to an effective Registration Statement or in compliance with Rule 144, (b) in the case of Company Common Stock only, at such times as the Purchasers and their Affiliates collectively Beneficially Own less than 1.0% of the outstanding shares of Company Common Stock (assuming any Subject Securities Beneficially Owned by such Person and its Affiliates are converted into shares of Company Common Stock) and such Company Common Stock are freely transferable under Rule 144 without regard to volume or manner of sale limits or public information requirements, or (c) such Subject Securities cease to be outstanding.

“Registration Date” shall have the meaning set forth in Section 5.01(a).

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“Registration Expenses” shall mean all expenses incurred by the Company in complying with Article V, including all registration, listing and filing fees, printing expenses, fees and disbursements of counsel (including local counsel if required) and independent public accountants for the Company and of a single counsel for the Holders of Registrable Securities, fees and expenses incurred by the Company in connection with complying with state securities or “blue sky” laws, fees of the Financial Industry Regulatory Authority, Inc., all the Company’s internal expenses, transfer taxes, and fees of transfer agents and registrars, but excluding any underwriting fees, discounts and selling commissions, brokers’ commissions and transfer taxes, in each case to the extent applicable to the Registrable Securities of the Selling Holders.

“Registration Statement” shall mean any registration statement of the Company filed or to be filed with the SEC under the rules and regulations promulgated under the Securities Act, including the related prospectus, amendments and supplements to such registration statement, and including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“Registration Termination Date” shall have the meaning set forth in Section 5.01(b).

“Restricted Period” shall mean the period commencing on the Closing Date and ending on the earlier of:

(i) the 18-month anniversary of the Closing Date; and

(ii) immediately prior to the consummation of any Change in Control or entry into a definitive agreement of which the consummation of the transactions contemplated thereby would result in a Change in Control.

“Rule 144” shall mean Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule.

“Rule 144A” shall mean Rule 144A promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule.

“Rule 405” shall mean Rule 405 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule.

“Sanctions” shall have the meaning set forth in Section 3.01(l)(i).

“Sarbanes–Oxley Act” shall have the meaning set forth in Section 1.01(a)(i).

“Scheme” shall mean a scheme of arrangement of the Target under Part 26 of the UK Companies Act 2006.

“Scheme Circular” means a circular (including any supplemental circular) distributed by the Target to holders of the Target Shares setting out the terms and conditions of a Scheme.

“Scheme Effective Date” means the date on which the Court Order sanctioning the Scheme is duly delivered on behalf of the Target to the Registrar of Companies in England and Wales pursuant to section 899 of the Companies Act 2006.

“SEC” shall mean the U.S. Securities and Exchange Commission.

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“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Holders” shall have the meaning set forth in Section 5.04(a)(i).

“Senior Term Cash Flow Facility” means the $300,000,000 senior secured cash flow term loan facility that is expected to refinance or replace certain of the commitments under the Interim Facilities Agreement

“Senior Facilities Agreement” means the $800,000,000 senior secured term loan facility and the related $100,000,000 senior secured revolving credit facility that is expected to refinance or replace certain of the commitments under the Interim Facilities Agreement.

“Services Agreement” shall mean the Services Agreement in the form attached hereto as Exhibit D to be entered into by the Company and Silver Lake Alpine Management Company II, L.L.C. on the Closing Date.

“Signing Agreed Make-Whole Table” shall have the meaning set forth in Section 4.17(a).

“SL” shall mean the Purchasers together with their Affiliates, including SL Affiliates.

“SL Affiliate” shall mean any Affiliate of SL that serves as general partner of, or manages or advises, any investment fund or other investment entity Affiliated with Silver Lake Group, L.L.C. that has a direct or indirect investment in the Company.

“SL Affiliated Director” shall mean a Purchaser Designee and any other person that is a managing director (or if there has been a Director Policy Change, a director) of either Purchaser or any SL Affiliate that is serving on the Board of Directors.

“SL Securities” shall have the meaning set forth in the Indenture.

“Solvent” shall mean that (i) the fair value of the assets of the Company and its Subsidiaries, taken as a whole, exceeds, taken as a whole, the debts and liabilities, subordinated, contingent or otherwise, of the Company and its Subsidiaries, (ii) the present fair saleable value of the property of the Company and its Subsidiaries, taken as a whole, is greater than the amount that will be required to pay the probable liabilities of the Company and its Subsidiaries, taken as a whole, and their debts as they become absolute and matured, (iii) the Company and its Subsidiaries, taken as a whole, are able to realize upon their assets and pay their debts and other liabilities, including contingent obligations, as they mature and (iv) the Company and its Subsidiaries, taken as a whole, do not have unreasonably small capital.

“Specified Guidelines” shall have the meaning set forth in Section 4.07(c).

“Specified Modification” shall mean any amendment, supplement, waiver or other modification to the Offer Documents that individually or in the aggregate, are materially adverse to a Purchaser in its capacity as such (it being understood that any Material Offer Modification shall also constitute a Specified Modification and that, among other things, the taking of any action described in clauses (i) through (vii) of Section 4.08(b) shall be deemed to be materially adverse to the interests of a Purchaser).

“Specified Persons” shall have the meaning set forth in Section 6.12(a).

“Standstill Period” shall mean the period commencing on the date that the Purchasers voluntarily elect not to designate a Purchaser Designee to the Board of Directors pursuant to Section 4.07 and ending on the earlier of (i) the one year anniversary of such date and (ii) the date of consummation of a Change in Control; provided that,

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for the avoidance of doubt, no Standstill Period shall commence, and the restrictions set forth in Section 4.03 shall not apply, where there is no SL Affiliated Director serving on the Board of Directors (x) because the Purchasers and their respective Affiliates no longer satisfy the Minimum Ownership Threshold, (y) because the stockholders of the Company failed to elect the Purchaser Designee standing for election to the Board of Directors or (z) as a result of the death or disability of the Purchaser Designee (unless the Purchasers voluntarily elect not to designate a replacement Purchaser Designee after such failure to elect or such death or disability within two months following the applicable event).

“Subject Securities” shall mean (i) the Notes; (ii) the shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of the Notes; (iii) any other shares of Company Common Stock acquired by any Purchaser after the effective date of this Agreement at a time when such Purchaser or its Affiliates hold other Registrable Securities, provided that, in order to exercise registration rights with respect to such securities under this clause (iii), the Purchasers shall first deliver a written notice to the Company pursuant to the terms of this Agreement indicating that such securities shall be treated as Subject Securities and provided, further, that such notice shall not be delivered more than twice in any 12 month period; and (iv) any securities issued as or pursuant to (or issuable upon the conversion, exercise or exchange of any warrant, right or other security that is issued as or pursuant to) a dividend, stock split, combination or any reclassification, recapitalization, merger, consolidation, exchange or any other distribution or reorganization with respect to, or in exchange for, or in replacement of, the securities referenced in clause (i), (ii) (without giving effect to any election by the Company regarding settlement options upon conversion) or (iii) above or this clause (iv).

“Subsidiary” shall mean, with respect to any Person, any other Person of which 50% or more of the shares of the voting securities or other voting interests are owned or controlled, or the ability to select or elect 50% or more of the directors or similar managers is held, directly or indirectly, by such first Person or one or more of its Subsidiaries, or by such first Person, or by such first Person and one or more of its Subsidiaries.

“Takeover Code” shall mean the UK City Code on Takeovers and Mergers issued by the Takeover Panel, as amended from time to time.

“Takeover Offer” shall mean a takeover offer for the Target’s shares as defined in Chapter 3 of Part 28 of the UK Companies Act 2006.

“Takeover Panel” shall have the meaning set forth in Section 4.08(a).

“Take-Down Notice” shall have the meaning set forth in Section 5.02(b).

“Take-Down Participation Notice” shall have the meaning set forth in Section 5.02(b).

“Target” shall have the meaning set forth in the preamble hereto.

“Target Shares” shall have the meaning set forth in the preamble hereto.

“Tax” or “Taxes” shall mean all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, value-added, and other taxes imposed by a Governmental Entity, together with all interest, penalties and additions to tax imposed with respect thereto.

“Tax Return” shall mean a report, return or other document (including any amendments thereto) required to be supplied to a Governmental Entity with respect to Taxes.

“Termination Date” shall have the meaning set forth in Section 2.03.

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“Third Party” shall mean a Person other than SL or any of its Affiliates.

“Third Party Tender/Exchange Offer” shall have the meaning set forth in Section 4.02(a).

“Transaction Agreements” shall have the meaning set forth in Section 3.01(c).

“Transactions” shall have the meaning set forth in Section 3.01(c).

“Trustee” shall mean such trustee engaged by the Company in accordance with Section 4.26.

“Underwritten Offering” shall mean a sale of Registrable Securities to an underwriter or underwriters for reoffering to the public, including in a block trade offered and sold through an underwriter or underwriters.

“U.S. Person” shall mean (a) a “U.S. person” as defined in Section 7701(a)(30) of the Code or (b) a “disregarded entity” (within the meaning of Treasury Regulations Section 301.7701-2(a)), if the person treated as the owner of such entity for U.S. federal income tax purposes is described in clause (a).

“Voting Stock” shall mean securities of any class or kind having the power to vote generally for the election of directors, managers or other voting members of the governing body of the Company or any successor thereto.

“WKSI” shall mean a “well known seasoned issuer” as defined under Rule 405.

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Section 1.02 General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), references to “the date hereof” refer to the date of this Agreement and references herein to Articles or Sections refer to Articles or Sections of this Agreement. References to the Co-operation Agreement between the Company and the Target substantially in the form attached as Exhibit E hereto and the Scheme Circular or other Offer Document, in each case produced in accordance with the first Announcement, the Co-operation Agreement and the Takeover Code (and as may be amended or restated except to the extent such amendment or restatement contains a Specified Modification unless such Specified Modification is consented to in writing by each Purchaser). Unless the context otherwise requires, any reference to any rule, regulation, ordinance, order, protocol or law or agreement, instrument, exhibit or schedule defined or referred to herein or in any agreement, instrument, exhibit or schedule that is referred to or defined herein means such rule, regulation, ordinance, order, protocol or law or agreement, instrument, exhibit or schedule as from time to time amended, modified or supplemented, including by succession of comparable successor rule, regulation, ordinance, order, protocol or law, and references to all attachments thereto and instruments incorporated therein. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, none of the Notes will have any right to vote or any right to receive any dividends or other distributions that are made or paid to the holders of the shares of Company Common Stock, except as otherwise expressly provided in the Indenture. The word “or” shall not be exclusive.

Article II.

SALE AND PURCHASE OF THE NOTES

Section 2.01 Sale and Purchase of the Notes. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase and acquire from the Company, severally and not jointly, the applicable principal amount of the Notes listed opposite each such Purchaser’s name on Schedule I hereto for a purchase price equal to the purchase price as set forth opposite each such Purchaser’s name on Schedule I hereto (such price, the “Purchase Price”).

Section 2.02 Closing.

(a) The closing (the “Closing”) of the purchase and sale of the Notes hereunder shall take place at the offices of Gibson, Dunn & Crutcher LLP located at 310 University Avenue, Palo Alto, California 94301 either, at the election of the Purchasers, (i) substantially concurrently with the occurrence of the Effective Date or (ii) on such later date as the Purchaser shall specify in writing, such date to be no later than the 10^th day following the date of the occurrence of the Effective Date (the date on which Closing occurs, the “Closing Date”); provided that the Company shall specify the date of the Effective Date in a written notice delivered to the Purchasers at least 7 Business Days prior to the date of the occurrence of the Effective Date and the Closing shall not occur (without the Purchasers’ prior written consent) prior to the date that is 20 days following the delivery of such written notice.

(b) To effect the purchase and sale of Notes, upon the terms and subject to the conditions set forth in this Agreement, at the Closing:

(i) the Company shall execute and deliver, and shall instruct the Trustee to, execute and deliver, the Indenture. The Company shall deliver the fully executed Indenture to each Purchaser, against

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payment in full by or on behalf of each Purchaser of the Purchase Price for the Notes of such Purchaser as set forth opposite each such Purchaser’s name on Schedule I hereto;

(ii) the Company shall issue and deliver to each Purchaser the applicable portion of the Notes, registered in the name of each Purchaser, against payment in full by or on behalf of such Purchaser of the Purchase Price for the Notes of such Purchaser as set forth opposite each such Purchaser’s name on Schedule I hereto ;

(iii) each Purchaser shall, severally and not jointly, cause a wire transfer to be made in same day funds to an account of the Company designated in writing by the Company to such Purchaser in an amount equal to the Purchase Price for the Notes of each such Purchaser as set forth opposite each such Purchaser’s name on Schedule I hereto;

(iv) each Purchaser shall, severally and not jointly, deliver to the Company a duly completed and executed IRS Form W-9.

(c) the obligations of each Purchaser to purchase the Notes on the Closing Date as provided herein are subject to the satisfaction or waiver of the following conditions as of the Closing:

(i) no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order enjoining or otherwise prohibiting or making illegal the consummation of the issuance and purchase of the Notes contemplated hereunder;

(ii) the Company and the Trustee shall have duly executed the Indenture on the Closing Date and delivered the Indenture to the Purchasers, the Company shall have duly executed, and the Trustee shall have duly authenticated, the Notes and the Company shall have delivered the duly executed and authenticated Notes to the Purchasers;

(iii) the representations and warranties of the Company (made for purposes of this Section 2.02(c)(iii) in relation to the Company only and not in respect of any of its Subsidiaries or the Target and its Subsidiaries and excluding any procurement obligation in respect of any Subsidiary of the Company, the Target and its Subsidiaries) set forth in:

(A) Section 3.01(a), as modified for purposes of this Closing representation and warranty to limit the overall scope of this representation and warranty such that it applies to consummation of the issuance and sale of the Notes contemplated hereunder rather than the consummation of the Transactions and to separately exclude any representation given in relation to the good standing of the Company;

(B) Section 3.01(c), as modified for purposes of this Closing representation and warranty to limit the overall scope of this representation and warranty such that it applies to consummation of the issuance and sale of the Notes contemplated hereunder rather than the consummation of the Transactions;

(D) Section 3.01(f), as modified for purposes of this Closing representation and warranty to limit the overall scope of this representation and warranty such that it applies to consummation of the issuance and sale of the Notes contemplated hereunder rather than the consummation of the Transactions,

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shall each be true and correct on and as of the Closing Date and provided that immediately after the issuance of the Notes on the Closing Date, nothing in the above will limit the related representations and warranties from being given in the form set forth in Section 3.01(a), Section 3.01(c), Section 3.01(e) and Section 3.01(f);

(iv) the Company shall have complied at all times in all material respects with the Takeover Code on or prior to the Closing Date (subject to any waiver or dispensation granted by the Takeover Panel) and all applicable laws or regulations relating to the Acquisition, except where non-compliance would not be materially prejudicial to the interests of the Purchasers, taken as a whole, under this Agreement);

(v) each Purchaser shall have received a certificate, dated as of the Closing Date, duly executed by the chief executive officer or the chief financial officer of the Company on behalf of the Company, certifying that the conditions specified in Section 2.02(c)(i), 2.02(c)(iii), 2.02(c)(iv), 2.02(c)(viii) and 2.02(c)(ix) have been satisfied;

(vi) the Company shall have duly executed and delivered to the Purchasers the Services Agreement;

(vii) the Board of Directors shall have appointed the initial Purchaser Designee (as set forth in Section 4.07(c)) as a director of the Company, effective as of the Closing Date, and the Purchasers shall have received a copy of the resolutions of the Board of Directors effecting such appointment;

(viii) the Effective Date (x) shall have occurred on or prior to the Closing Date or (y) shall occur on the Closing Date, in each case, in all material respects in accordance with the Offer Documents in the final form delivered to the Purchasers pursuant to Section 3.01(r) and in any event without any Material Offer Modification unless such Material Offer Modification is consented to in writing by each Purchaser; and

(ix) the Company, after giving effect to the Transactions, shall be Solvent (made for purposes of this Section 2.02(c)(ix) in relation to the Company and not in respect of the Target and its Subsidiaries).

(d) the obligations of the Company to sell the Notes to each Purchaser on the Closing Date as provided herein are subject to the satisfaction or waiver of the following conditions as of the Closing:

(ii) the representations and warranties of each Purchaser set forth in Section 3.02(a), (b) and (c) shall be true and correct in all material respects on the date hereof and as of the Closing Date, and the Company shall have received a certificate, dated as of the Closing Date, duly executed by an authorized person of each Purchaser on behalf of such Purchaser, certifying that the conditions specified in this Section 2.02(d)(ii); and

(iii) the Company Acquisition (x) shall have been consummated on or prior to the Closing Date or (y) shall be consummated substantially simultaneously with the Closing; provided that, for the avoidance of doubt, the Acquisition shall be deemed consummated on the Effective Date.

Section 2.03 Certain Funds Period:

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(a) Subject to Section 2.03(b) and notwithstanding any other term of the Transaction Agreements, during the Certain Funds Period, no Purchaser shall:

(i) refuse to purchase the applicable portion of the Notes;

(ii) be entitled to take any action to rescind, terminate or cancel this Agreement (or any provision hereof or obligation hereunder);

(iii) exercise any right of set-off or counterclaim arising out of or relating to this Agreement or the purchase of the Notes contemplated hereby;

(iv) demand or require repayment or prepayment of any sum from the Company;

(v) take any other action or make or enforce any claim (in its capacity as the Purchaser) which would directly or indirectly prevent the purchase of the Notes contemplated hereby; or

(vi) make or enforce any claim under any indemnity, including, but not limited to Section 4.10 Section 4.15 and Section 6.06;

provided that, immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Purchasers, notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

(b) Subject to satisfaction of the conditions in Section 2.02, the Purchaser shall purchase the Notes.

Section 2.04 Termination. This Agreement, and all rights and obligations of the parties to this Agreement provided herein, shall terminate, and be of no further force or effect prior to the Closing:

(a) upon the lapsing or withdrawal, as applicable, of the Scheme or Takeover Offer in accordance with the Takeover Code; or

(b) upon the failure of the Closing to occur on or prior to the last day of the Certain Funds Period (the “Termination Date”) unless, solely in the case of this clause (b), the Offer Documents have been amended in accordance with this Agreement, and with the consent of the Purchasers, to extend such Certain Funds Period, in which case the Termination Date shall be automatically extended in like manner;

provided, in each case of clauses (a) and (b), so long as the Company has publicly announced (without retraction) that it is no longer pursuing or planning to pursue an acquisition of Target (whether pursuant to a Scheme, Takeover or otherwise); provided that no such termination shall relieve any party hereto of liability for any breach or default under this Agreement prior to such termination. Notwithstanding anything to the contrary contained herein, Section 4.15, Section 6.06, Section 6.07, Section 6.08, Section 6.09, Section 6.10. Section 6.12, Section 6.13 and Section 6.14 shall survive any termination of this Agreement. If this Agreement is terminated pursuant to the foregoing, the Company shall pay an amount to each Purchaser payable in U.S. dollars equal to 33% of any breakage fee or other payments which the Company actually receives from the Target that are in excess of (x) the Company’s aggregate out-of-pocket expenses that are reimbursed by the Target and (y) the Company’s aggregate out-of-pocket expenses that are incurred in connection with collection of any such breakage fee or other payments. Such payment shall be made within two (2) Business Days of the receipt of such funds by the Company from the Target by wire transfer in immediately available funds to one or more accounts to be specified by the Purchasers to the Company.

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Article III.

REPRESENTATIONS AND WARRANTIES

Section 3.01 Representations and Warranties of the Company. Except as disclosed in the Company Reports filed with or furnished to the SEC on or after July 1, 2023 and publicly available prior to the date hereof (excluding in each case any disclosures set forth in the risk factors or “forward-looking statements” sections of such reports, and any other disclosures included therein to the extent they are predictive or forward-looking in nature), the Company represents and warrants (it being understood and agreed that prior to the Closing, all representations and warranties of the Company with respect to the Target or any of its Subsidiaries are made (i) to the actual knowledge of the Company and (ii) only as of the date of this Agreement and not as of any subsequent date) to the Purchasers, as of the date hereof and as of the Closing Date (except for any representations and warranties that speak as of a specific date, which shall be true and correct as of such date), as follows:

(a) Existence and Power. The Company, the Target and each of their respective Subsidiaries is duly organized, validly existing and in good standing (to the extent that the concept of “good standing” is recognized by the applicable jurisdiction) under the laws of its jurisdiction of organization and has all requisite corporate power and authority to enter into each Transaction Agreement and to consummate the Transactions. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company, the Target and their respective Subsidiaries have all requisite corporate power and authority to own, operate and lease its rights, assets and properties and to carry on its business as it is being conducted on the date of this Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company, the Target and their respective Subsidiaries have been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, rights and assets, or conducts any business so as to require such qualification.

(b) Capitalization. The authorized share capital of the Company consists of 1,000,000,0000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $0.001 per share (the “Company Preferred Stock”), of the Company. As of January 31, 2024, there were 222,565,774 shares of Company Common Stock issued and outstanding and no shares of Company Preferred Stock issued and outstanding. As of January 31, 2024, there were (i) no shares of Company Common Stock underlying certain Company restricted stock awards, (ii) 2,225,784 shares of Company Common Stock underlying certain Company performance-based awards, (iii) options to purchase an aggregate of 1,180,257 shares of Company Common Stock issued and outstanding, (iii) 6,897,110 shares of Company Common Stock underlying the Company’s restricted stock unit awards; and (iv) 3,978,223 shares of Company Common Stock reserved for issuance under the Company’s employee or director employment, compensation and/or benefit plans, programs, policies, agreements or other arrangements. Since January 31, 2024, (i) the Company has only issued options, shares of restricted stock, restricted stock units, or other rights to acquire shares of Company Common Stock in the ordinary course of business consistent with past practice and (ii) the only shares of capital stock issued by the Company were pursuant to restricted stock or otherwise pursuant to outstanding options, restricted stock units and other rights to purchase shares of Company Common Stock. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar right, purchase option, call or right of first refusal or similar right. Except as set forth above, the Company has not issued any securities, the holders of which have the right to vote with the stockholders of the Company on any matter. Except as provided in this Agreement, the Notes and the Indenture and except as set forth in or contemplated by this Section 3.01(b), there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements or commitments obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any capital stock of the Company or any securities convertible into or exchangeable for such capital stock and there are no current outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its shares of capital stock. The Company has not declared or paid any dividends.

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(c) Authorization. The execution, delivery and performance of this Agreement, the Indenture, the Notes and the Services Agreement (the “Transaction Agreements”) and the consummation of the transactions contemplated herein and therein (including the Acquisition) (collectively, the “Transactions”) have been duly authorized by the Board of Directors and all other necessary corporate action on the part of the Company. Assuming this Agreement constitutes the valid and binding obligation of the Purchasers, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”). On the Closing Date, the Indenture will be duly executed and delivered by the Company and, assuming the Indenture will be a valid and binding obligation of the Trustee, the Indenture will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. On the Closing Date, the Services Agreement will be duly executed and delivered by the Company and, assuming the Services Agreements will be a valid and binding obligation of the applicable Purchaser or other Affiliate thereof party thereto, the Services Agreement will be a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Pursuant to resolutions in form and substance previously approved by the Purchasers, the Board of Directors has approved, and at the request of the Purchasers will approve in advance of the Closing, for the express purpose of exempting each such transaction from Section 16(b) of the Exchange Act, pursuant to Rule 16b-3 thereunder to the extent applicable and the transactions contemplated by the Transaction Agreements, including the acquisition of the Notes, any disposition of such Notes upon the conversion thereof, any acquisition of Company Common Stock upon conversion of the Notes, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto.

(d) General Solicitation; No Integration. Other than with respect to SL and its Affiliates, neither the Company nor any other Person or entity authorized by the Company to act on its behalf has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of the Notes. The Company has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which, to its knowledge, is or will be integrated with the Notes sold pursuant to this Agreement.

(e) Valid Issuance. The Notes have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor, the Notes will be valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to the limitation of such enforcement by the Enforceability Exceptions. The Company has available for issuance the maximum number of shares (including make-whole shares) of Company Common Stock initially issuable upon conversion of the Notes if such conversion were to occur immediately following Closing. The Company Common Stock to be issued upon conversion of the Notes in accordance with the terms of the Notes has been duly authorized, and when issued upon conversion of the Notes, all such Company Common Stock will be validly issued, fully paid and nonassessable and free of pre-emptive or similar rights. As of the date hereof, the Company is a WKSI eligible to file a registration statement on Form S-3 under the Securities Act.

(f) Non-Contravention/No Consents. The execution, delivery and performance of the Transaction Agreements, the issuance of the shares of Company Common Stock upon conversion of the Notes in accordance with their terms and the consummation by the Company of the Transactions, does not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (i) the certificate of incorporation, bylaws or other organizational documents of the Company, the Target or any of their respective Subsidiaries, (ii) any credit agreement, mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Company, the Target or any of their respective Subsidiaries or (iii) any permit,

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license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule, regulation, or Privacy Obligation applicable to the Company, the Target or any of their respective Subsidiaries, other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Assuming the accuracy of the representations of each Purchaser set forth herein, other than (A) any required filings or approvals under the HSR Act, any foreign antitrust, competition laws or foreign direct investment laws, requirements or regulations in connection with the issuance of shares of Company Common Stock upon the conversion of the Notes, (B) the submission of a Listing Of Additional Shares Notification Form to the Nasdaq, (C) any required filings pursuant to the Exchange Act or the rules of the SEC or the Nasdaq, or (D) as have been obtained prior to the date of this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions (in each case other than the transactions contemplated by Article V), except for any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(g) Reports; Financial Statements.

(i) The Company has filed or furnished, as applicable, (A) its annual report on Form 10-K for the fiscal year ended July 1, 2023, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended September 30, 2023 and December 30, 2023, (C) its proxy statement relating to the annual meeting of the stockholders of the Company held in November 2023 and (D) all other forms, reports, schedules, prospectuses, registration statements and other statements and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since July 1, 2023 (collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective date, and, if amended, as of the date of the last such amendment, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(ii) The consolidated balance sheet, and the related consolidated statement of income, stockholders’ equity and cash flows, included in the Company Reports filed with the SEC under the Exchange Act (A) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and (D) otherwise comply with the requirements of the SEC.

(iii) The consolidated balance sheet, and the related consolidated statement of income, changes in equity and cash flows of the Target (A) have been prepared from, and are in accordance with, the books and records of the Target and its Subsidiaries, (B) fairly present in all material respects the consolidated financial position of the Target and its consolidated Subsidiaries as of the dates shown and the results of the consolidated operations, changes in stockholders’ equity and cash flows of the Target and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth and (C) have been prepared in accordance with IFRS consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto.

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(iv) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2022 (the “Sarbanes-Oxley Act”), The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the fiscal year ended July 1, 2023 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, in each case, that was disclosed to the Company’s auditors or the audit committee of the Board of Directors in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. The Company maintains a system of internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or specific authorization, the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

(h) Absence of Certain Changes. Since July 1, 2023, (i) the Company, the Target and their respective Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business (other than in connection with the Transactions), and (ii) no events, changes or developments have occurred that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

(i) No Undisclosed Liabilities, etc. As of the date hereof, there are no liabilities of the Company or any of its Subsidiaries or of the Target or any of its Subsidiaries that would be required by GAAP or IFRS, as applicable, to be reflected on the face of their respective balance sheets, except (i) liabilities reflected or reserved against in the financial statements or disclosed in the notes thereto contained in the Company Reports or in the financial statements of the Target, as applicable, (ii) liabilities incurred since December 30, 2023, in the ordinary course of business, (iii) liabilities incurred in connection with the Transactions and (iv) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(j) Compliance with Applicable Law. Each of the Company, the Target and their respective Subsidiaries has complied in all respects with, and is not in default or violation in any respect of, any law, statute, order, rule, regulation, policy or guideline of any federal, state or local governmental authority, Privacy Obligation applicable to the Company, the Target or such Subsidiary, other than such non-compliance, defaults or violations that, individually or in the aggregate, have not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(k) Legal Proceedings. As of the date hereof, none of the Company, the Target or any of their respective Subsidiaries is a party to any, and there are no pending, or to the knowledge of the Company, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental investigations of any nature

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against the Company, the Target or any of their respective Subsidiaries (i) that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect or (ii) that challenge the validity of or seek to prevent the Transactions. As of the date hereof, none of the Company, the Target or any of their respective Subsidiaries is subject to any order, judgment or decree of a Governmental Entity that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. As of the date hereof, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, there is no investigation or review pending or, to the knowledge of the Company, threatened by any Governmental Entity with respect to the Company, the Target or any of their respective Subsidiaries.

(l) Anti-Corruption, Anti-Money Laundering, and Economic Sanctions Compliance.

(i) The Company, the Target or any of their respective Subsidiaries, each of their respective officers and directors and, to the Company’s knowledge, their respective employees and agents acting on behalf of the Company, the Target or any of their respective Subsidiaries are, and for the past five years have been, in material compliance with: (A) anti-bribery and anti-corruption laws applicable to the Company, the Target or any of their respective Subsidiaries, including the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010 (collectively, “Anti-Corruption Laws”); (B) the anti-money laundering statutes of all relevant jurisdictions, the rules and regulations promulgated thereunder and any other rules or regulations relating to anti-money laundering issued, administered or enforced by any relevant Governmental Entity (collectively, the “Anti-Money Laundering Laws”); and (C) economic sanctions administered or enforced by the Office of Foreign Assets Control and the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other relevant sanctions authority (collectively, “Sanctions”). In the past five years, neither (x) the Company, the Target, any of their respective Subsidiaries or any of their respective officers or directors or (y) to the Company’s knowledge, any of its, the Target’s or any of their respective Subsidiaries’ respective employees or agents acting on behalf of the Company, the Target or any of their respective Subsidiaries has made any offer or promise of, or has otherwise authorized, any direct or indirect payment or benefit to any foreign or domestic government official in violation of any Anti-Corruption Law. The Company, the Target and all of their respective Subsidiaries maintain policies and procedures designed to promote and achieve compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(ii) In the past five years, the Company, the Target or any of their respective Subsidiaries have not engaged in any transactions or business dealings with any Person that is the subject or target of Sanctions, or in or with any country or territory that is the subject or target of comprehensive Sanctions in each case at the time of such transaction or business dealing (at the time of this Agreement, Crimea region of Ukraine, so-called People’s Republics of Donetsk and Luhansk, the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea and Syria).

(iii) To the knowledge of the Company, no Governmental Entity is investigating or, in the past five years, has conducted, initiated or threatened any investigation of or action against the Company, the Target or any of their respective Subsidiaries in connection with an alleged or potential violation of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

(m) Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each of the Company, the Target and their respective Subsidiaries exclusively own their proprietary patents, trademarks, service marks, trade names, domain names and other source indicators, copyrights (including copyrights in IT Assets), know-how, trade secrets and other worldwide intellectual property rights (collectively, “Intellectual Property”) and have the right to use all other Intellectual Property used in the conduct of their businesses; (ii) the conduct of the Company’s, the Target’s and their respective Subsidiaries’ businesses does not infringe, misappropriate or otherwise violate any Intellectual Property

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of any Person and no Person is infringing, misappropriating or otherwise violating any Intellectual Property owned by the Company, the Target or a respective Subsidiary; (iii) each Person who has created or developed material Intellectual Property for or on behalf of the Company, the Target or a respective Subsidiary has assigned all of their rights in same to such entities, as applicable, to the extent such rights do not vest in such entities by operation of law, (iv) none of the Company, the Target or any of their respective Subsidiaries has distributed, conveyed or made available to third parties any software that is subject to any open source or similar license that requires the Company, the Target or any of their respective Subsidiaries to license or make available any of its or their material proprietary source code in such circumstances and (v) no Person (other than employees or service providers working on behalf of the Company, the Target or their respective Subsidiaries and subject to reasonable confidentiality arrangements) has the current or contingent right to access or possess any of the Company’s, the Target’s or any of their respective Subsidiaries’ proprietary source code.

(n) Data Security; Privacy. The software, systems, networks, databases, websites, applications and other information technology assets (“IT Assets”) used by or on behalf of the Company, the Target and their respective Subsidiaries are adequate for the operation of their businesses as currently conducted and are free of material defects, malware, viruses or other corruptants. The Company, the Target and their respective Subsidiaries take, and have taken, reasonable actions (including implementing organizational, physical, administrative and technical measures) to protect and maintain the integrity, security, operation and redundancy of the IT Assets used by or on behalf of the Company, the Target and their respective Subsidiaries (including all data, including Personal Information and confidential data, stored thereon and processed thereby), and there have been no material violations, outages, breaches, interruptions, or unauthorized accesses to same, except as would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(o) Investment Company Act. The Company is not, and immediately after receipt of payment for the Notes will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(p) Taxes and Tax Returns. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect:

(i) the Company and each of its Subsidiaries has timely filed (taking into account all applicable extensions) all Tax Returns required to be filed by it, and all such Tax Returns were correct and complete in all respects, and the Company and each of its Subsidiaries has paid (or has had paid on its behalf) to the appropriate Governmental Entity all Taxes that are required to be paid by it, except, in each case, with respect to matters contested in good faith or for which reserves have been established to the extent required by GAAP; and

(ii) there are no disputes pending, or claims asserted in writing, in respect of Taxes of the Company or any of its Subsidiaries for which reserves have not been established to the extent required by GAAP.

(q) No Piggyback or Preemptive Rights. Other than this Agreement, there are no contracts, agreements or understandings between the Company and any person granting such person the right to (i) require the Company to include in any Registration Statement filed pursuant to Article V any securities other than the Subject Securities or (ii) preemptive rights to subscribe for the Company Common Stock issuable upon conversion of the Notes, except in each case of (i) and (ii), as may have been duly waived.

(r) Offer Documents. On or prior to the date hereof, the Company has furnished to each Purchaser the final form of the Offer Documents.

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(s) Brokers and Finders. The Company has not retained, utilized or been represented by, or otherwise become obligated to, any broker, placement agent, financial advisor or finder in connection with the transactions contemplated by this Agreement whose fees the Purchasers would be required to pay.

(t) No Additional Representations.

(i) The Company acknowledges that each Purchaser makes no representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.02 or in any certificate delivered by such Purchaser pursuant to this Agreement, and the Company has not relied on or been induced by any such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.02 or in any certificate delivered by such Purchaser pursuant to this Agreement.

(ii) The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.02 or in any certificate delivered by each Purchaser pursuant to this Agreement, (i) no person has been authorized by such Purchaser to make any representation or warranty relating to such Purchaser or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such Purchaser, and (ii) any materials or information provided or addressed to the Company or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of such Purchaser, and the Company has not relied on any such information, unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.02 of this Agreement or in any certificate delivered by such Purchaser pursuant to this Agreement.

Section 3.02 Representations and Warranties of each Purchaser. Each Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

(a) Organization; Ownership. Such Purchaser is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited partnership power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of this Agreement.

(b) Authorization; Sufficient Funds; No Conflicts.

(i) Such Purchaser has full limited partnership power and authority to execute and deliver this Agreement and to consummate the Transactions to which it is a party. The execution, delivery and performance by such Purchaser of this Agreement and the consummation of the Transactions to which it is a party have been duly authorized by all necessary limited partnership action on behalf of such Purchaser. No other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement and consummation of the Transactions to which it is a party. This Agreement has been duly and validly executed and delivered by such Purchaser. Assuming this Agreement constitutes the valid and binding obligation of the Company, this Agreement is a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to the limitation of such enforcement by the Enforceability Exceptions.

(ii) Such Purchaser will have as of the Closing Date cash in immediately available funds or uncalled and unrestricted capital commitments in excess of the Purchase Price as set forth opposite such Purchaser’s name on Schedule I hereto.

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(iii) The execution, delivery and performance of this Agreement by such Purchaser, the consummation by such Purchaser of the Transactions to which it is a party and the compliance by such Purchaser with any of the provisions hereof and thereof will not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (a) any provision of such Purchaser’s organizational documents, (b) any mortgage, note, indenture, deed of trust, lease, loan agreement or other agreement binding upon such Purchaser or (c) any permit, license, judgment, order, decree, ruling, injunction, compliance review, consent decree, resolution agreement, monitoring agreement, statute, law, ordinance, rule or regulation applicable to such Purchaser or any of its Affiliates, other than in the cases of clauses (b) and (c) as would not reasonably be expected to materially and adversely affect or delay the consummation of the Transactions to which it is a party by such Purchaser.

(c) Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, or exemption or review by, any Governmental Entity is required on the part of such Purchaser in connection with the execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the Transactions, except for any required filings or approvals under the HSR Act, any foreign antitrust, competition laws or foreign direct investment laws, requirements or regulations in connection with the issuance of shares of Company Common Stock upon the conversion of the Notes and any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to adversely affect or delay the consummation of the Transactions by such Purchaser.

(d) Securities Act Representations.

(i) Such Purchaser is an accredited investor (as defined in Rule 501 of the Securities Act) and is aware that the sale of the Notes is being made in reliance on a private placement exemption from registration under the Securities Act. Such Purchaser is acquiring the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law, or with any present intention of distributing or selling such Notes (or any shares of Company Common Stock issuable upon conversion of the Notes) in violation of the Securities Act. Such Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) and is capable of bearing the economic risks of such investment. Such Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement.

(ii) Neither such Purchaser (nor any of its Affiliates) is acting in concert, and neither such Purchaser (nor any of its Affiliates) has any agreement or understanding, with any Person that is not an Affiliate of such Purchaser, and is not otherwise a member of a “group” (as defined in Section 13(d)(3) of the Exchange Act), with respect to the Company or its securities, in each case, other than with respect to any bona fide loan from one or more financial institutions.

(e) Brokers and Finders. Such Purchaser has not retained, utilized or been represented by, or otherwise become obligated to, any broker, placement agent, financial advisor or finder in connection with the transactions contemplated by this Agreement whose fees the Company would be required to pay.

(f) Ownership of Shares. None of the Purchasers or their Affiliates Beneficially Own any shares of Company Common Stock (without giving effect to the issuance of the Notes hereunder) other than any

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shares of Company Common Stock Beneficially Owned by managing directors, officers or other employees of SL in their respective individual capacities.

(g) No Additional Representations.

(i) Such Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 3.01 or in any certificate delivered by the Company pursuant to this Agreement, and specifically (but without limiting the generality of the foregoing), that, except as expressly set forth in Section 3.01 or in any certificate delivered by the Company pursuant to this Agreement, the Company makes no representation or warranty with respect to (A) any matters relating to the Company, the Target, each of their respective business, financial condition, results of operations, prospects or otherwise, (B) any projections, estimates or budgets delivered or made available to such Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Company and its Subsidiaries or (C) the future business and operations of the Company and its Subsidiaries, and such Purchaser has not relied on or been induced by any such information or any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 3.01 or in any certificate delivered by the Company pursuant to this Agreement. Such Purchaser acknowledges that (x) the Company does not control the Target or its Subsidiaries and has had limited ability to perform any due diligence review of the Target and its Subsidiaries and their respective business, financial condition, results of operations, prospects or otherwise, (y) there is no agreement between the Company and the Target pursuant to which the Target is making any representations and warranties to the Company that are comparable to those in this Agreement and (z) the Company does not make any representation or warranty as to (A) any projections, estimates or budgets delivered or made available to such Purchaser (or any of its Affiliates, officers, directors, employees or other representatives) of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of the Target and its Subsidiaries or (B) the future business and operations of the Target and its Subsidiaries, and such Purchaser has not relied on or been induced by any such information or any other representations or warranties (whether express or implied or made orally or in writing).

(ii) Such Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges such Purchaser has been provided with sufficient access for such purposes. Such Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 3.01 or in any certificate delivered by the Company pursuant to this Agreement, (i) no person has been authorized by the Company to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by such Purchaser as having been authorized by the Company, and (ii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to such Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company, and such Purchaser has not relied on any such materials or information, unless any such materials or information are the subject of any express representation or warranty set forth in Section 3.01 of this Agreement or in any certificate delivered by the Company pursuant to this Agreement.

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Article IV.

ADDITIONAL AGREEMENTS

Section 4.01 Taking of Necessary Action. Each Purchaser, severally and not jointly, agrees with the Company and the Company agrees with each Purchaser to use its reasonable efforts promptly to take or cause to be taken all action, and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations (other than waive such party’s rights hereunder) to consummate and make effective the sale and purchase of the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes) hereunder, subject to the terms and conditions hereof and compliance with applicable law. In case at any time before or after the Closing any further action is necessary or desirable to carry out the purposes of the sale and purchase of the Notes (and any shares of Company Common Stock issuable upon conversion of the Notes), the proper officers, managers and directors of each party to this Agreement shall take all such necessary action as may be reasonably requested by, and at the sole expense of, the requesting party, including, without limitation, taking all action necessary to execute and deliver, and using reasonable best efforts to cause the Trustee to execute, deliver and, in the case of the Notes, duly authenticate, the Indenture, the Notes and the Services Agreement to the extent party thereto.

Section 4.02 Restricted Period; No Transfer.

(a) Notwithstanding any rights provided in Article V, each of the Purchasers agrees with the Company, severally and not jointly, that it shall not, without the Company’s prior written consent, directly or indirectly, during the Restricted Period, (a) sell, offer, transfer, assign, mortgage, hypothecate, gift, pledge or dispose of, enter into or agree to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, mortgage, hypothecation, gift, assignment or similar disposition of (any of the foregoing, a “transfer”), any of the Notes or any shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of any of the Notes or (b) enter into or engage in any hedge, swap, short sale, derivative transaction or other agreement or arrangement that transfers to any Third Party, directly or indirectly, in whole or in part, any of the economic consequences of ownership of the Notes or any shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of any of the Notes (such actions in clauses (a) and (b), “Prohibited Transfers”), excluding, in the case of each of clause (a) and (b), (i) any transfer to such Purchaser’s Affiliate (including any SL Affiliate) that (1) is an entity organized or incorporated under the laws of the United States, any State thereof or the District of Columbia and is a U.S. Person and (2) executes and delivers to the Company a Joinder becoming a Purchaser party to this Agreement and the Confidentiality Agreement and a duly completed and executed IRS Form W-9 (or a substantially equivalent form), (ii) any transfer to the Company or any of its Subsidiaries, (iii) any transfer to a Third Party for cash solely to the extent that the net proceeds of such sale are used to satisfy a margin call (i.e., posted as collateral) or repay a Permitted Loan to the extent necessary to satisfy a bona fide margin call, mandatory prepayment (or substantially similar) event or event of default on such Permitted Loan or avoid a bona fide margin call on such Permitted Loan that is reasonably likely to occur, (iv) any transfer to a Third Party in connection with the entry into a Permitted Debt Financing Transaction, (v) the tender of any Company Common Stock into any tender or exchange offer made to some or all of the holders of Company Common Stock by a Third Party for a number of outstanding shares of Voting Stock that, if consummated, would result in a Change in Control solely to the extent that (x) the Board of Directors has recommended such tender or exchange offer in a Schedule 14D-9 under the Exchange Act or (y) such tender offer or exchange offer is either (I) a tender offer or exchange offer for less than all of the outstanding shares of Company Common Stock or (II) part of a two-step transaction and the consideration to be received in the second step of such transaction is not identical in the amount or form of consideration (or the election of the type of consideration available to the holders of the Company Common Stock is not identical in the second step of such transaction) as the first step of such transaction (a “Third Party Tender/Exchange Offer”) (and any related conversion of Notes to the extent required to effect such tender or exchange) (for the avoidance of doubt, if such Third Party Tender/Exchange Offer does not close for any reason, the restrictions on transfer contained herein shall

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continue to apply to any Company Common Stock received pursuant to the conversion of any Notes that had previously been converted to participate in any such tender or exchange offer), (vi) any transfer effected pursuant to and in accordance with the terms of any merger, consolidation or similar transaction consummated by the Company or (vii) with the prior written consent of the Company (the transfers contemplated by clauses (i) through (vii) are referred to herein as “Permitted Transfers”). Following the Restricted Period, each Purchaser shall not transfer any of the Notes or any shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of the Notes to any of its Affiliates that (i) is not an entity organized or incorporated under the laws of the United States, any State thereof or the District of Columbia or is not a U.S. Person or (ii) does not execute and deliver to the Company a Joinder becoming a Purchaser party to this Agreement and the Confidentiality Agreement or does not deliver to the Company a duly completed and executed IRS Form W-9. Any purported Prohibited Transfer in violation of this Section 4.02 shall be null and void ab initio. Notwithstanding the foregoing, each Purchaser (or a controlled Affiliate of such Purchaser) shall be permitted to (i) mortgage, hypothecate, and/or pledge the Notes, any Additional Securities and/or the shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of the Notes or such Additional Securities in respect of one or more bona fide purpose (margin) or bona fide non-purpose loans (each, a “Permitted Loan”) or (ii) enter into any asset swap or repurchase transaction with one or more banks or broker-dealers engaged in the business of financing debt securities and similar instruments, which may or may not be secured by a pledge, hypothecation or other grant of security interest in the Notes, any Additional Securities and/or the shares of Company Common Stock and/or related assets and/or cash, cash equivalents and/or letters of credit, including, without limitation, any transaction pursuant to which such Purchaser or such controlled Affiliate thereof, as applicable, transfers Notes, Additional Securities and/or shares of Company Common Stock held by it to such bank or broker-dealer, provided, that, in the case of any transaction described in this clause (ii), such transaction is entered into solely for the purpose of providing liquidity and leverage and such Purchaser or such controlled Affiliate retains 100% of the economic exposure to the underlying Notes, Additional Securities and/or shares of Company Common Stock, as the case may be, following any such transfer (each, a “Permitted Debt Financing Transaction”). Any Permitted Loan or Permitted Debt Financing Transaction entered into by such Purchaser or its controlled Affiliate shall be with one or more financial institutions (or, in the case of a Permitted Debt Financing Transaction, with one or more banks or broker-dealers) and nothing contained in this Agreement shall prohibit or otherwise restrict the ability of (x) any lender (or its securities’ Affiliate), collateral agent or trustee to foreclose upon and sell, dispose of or otherwise transfer the Notes and/or shares of Company Common Stock (including shares of Company Common Stock received upon conversion or repurchase by the Company of the Notes following foreclosure on a Permitted Loan) mortgaged, hypothecated and/or pledged to secure the applicable obligations of the borrower following an event of default under a Permitted Loan or (y) any permitted counterparty pursuant to a Permitted Debt Financing Transaction to sell, dispose of or otherwise transfer the Notes and/or shares of Company Common Stock (including shares of Company Common Stock issued upon conversion of the Notes) purchased from such Purchaser (or its controlled Affiliate) or held as a hedge in connection with an event of default by such Purchaser or its controlled Affiliate under such Permitted Debt Financing Transaction. For the avoidance of doubt, the events of default with respect to a Permitted Debt Financing Transaction shall be credit events of the Purchasers and/or their controlled Affiliate, as obligors under such financing transaction, and other events of default customary in margin lending and liquidity or debt leverage facilities. Notwithstanding the foregoing or anything to the contrary herein, in the event that any lender or other creditor under a Permitted Loan transaction (including any agent or trustee on their behalf) or the permitted counterparty in any Permitted Debt Financing Transaction or any Affiliate of the foregoing exercises any rights or remedies in respect of the Notes or the shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of the Notes or any other collateral for any Permitted Loan or Permitted Debt Financing Transaction, as applicable, no lender, creditor, agent or trustee on their behalf or Affiliate of any of the foregoing (other than, for the avoidance of doubt, such Purchaser or any of its Affiliates) shall be entitled to any rights or have any obligations or be subject to any transfer restrictions or limitations hereunder (including, without limitation, the rights or benefits provided for in Section 4.06 and Section 4.07) except and to the extent for those expressly provided for in Article V, Section 6.03 and the final sentence of Section 6.07.

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(b) Notwithstanding anything in this Agreement or elsewhere to the contrary, any sale of Notes or Company Common Stock shall be subject to any applicable limitations set forth in this Section 4.02 and Article V but shall not be subject to any policies, procedures or limitations (other than any applicable federal securities laws and any other applicable laws) otherwise applicable to the SL Affiliated Directors with respect to trading in the Company’s securities and the Company acknowledges and agrees that such policies, procedures or limitations applicable to the SL Affiliated Directors shall not be violated by any such transfer, other than any applicable federal securities laws and any other applicable laws.

Section 4.03 Standstill.

(a) Each Purchaser agrees that, during the Standstill Period (unless specifically requested in writing by the Company), such Purchaser shall not, and shall cause each of its Affiliates and Associates (collectively and individually, the “Purchaser Affiliates”) not to, directly or indirectly, in any manner, alone or in concert with others:

(i) make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company for the election of individuals to the Board of Directors or to approve stockholder proposals that have not been authorized and approved, or recommended for approval, by the Board of Directors, or become a “participant” in any contested “solicitation” (as such terms are defined or used under the Exchange Act) for the election of directors with respect to the Company, other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board of Directors at any stockholder meeting, or make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise);

(ii) form, join, encourage, influence, advise or in any way participate in any “group” (as defined in Section 13(d)(3) of the Exchange Act) with any persons who are not such Purchaser’s Purchaser Affiliates with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly permitted by this Agreement;

(iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities that would result in such Purchaser (together with its Purchaser Affiliates), having Beneficial Ownership of a number of shares of Company Common Stock that exceeds the number of shares of Company Common Stock that would have been issuable upon conversion of the Notes at such time (assuming for such purposes that all of the Notes issued at the Closing remained outstanding), excluding any issuance by the Company of shares of Company Common Stock or options, warrants or other rights to acquire Company Common Stock (or the exercise thereof) to any SL Affiliated Director as compensation for their membership on the Board of Directors; provided, that nothing herein will require any Notes, shares of Company Common Stock or other securities to be sold to the extent such Purchaser and such Purchaser’s Purchaser Affiliates, collectively, exceed the ownership limit under this paragraph as the result of a share repurchase or any other Company actions that reduces the number of outstanding shares of Company Common Stock. For the avoidance of doubt, this Section 4.03(a)(iii) shall not restrict conversion of the Notes and shall not be violated by any conversion rate adjustment. For purposes of this

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Section 4.03(a)(iii), no securities Beneficially Owned by a portfolio company of such Purchaser or its Affiliates will be deemed to be Beneficially Owned by such Purchaser or any of its Affiliates only so long as (x) such portfolio company is not an Affiliate of such Purchaser for purposes of this Section 4.03 under the definition of “Affiliate” in this Agreement, (y) neither such Purchaser and nor any of its Purchaser Affiliates has encouraged, instructed, directed, assisted or advised such portfolio company with respect to the acquisition, voting or disposition of securities of the Company by the portfolio company and (z) neither such Purchaser or any of its Affiliates is a member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with that portfolio company with respect to any securities of the Company;

(iv) effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme of arrangement, business combination, recapitalization, reorganization, sale or acquisition of all or substantially all assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its Subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided that, for the avoidance of doubt, this clause shall not preclude the tender by such Purchaser or its Purchaser Affiliate of any securities of the Company into any Third Party Tender/Exchange Offer (and any related conversion of Notes to the extent required to effect such tender) or the vote by such Purchaser or its Purchaser Affiliate of any voting securities of the Company with respect to any Extraordinary Transaction;

(v) (A) call or seek to call any meeting of stockholders of the Company, including by written consent, (B) seek representation on the Board of Directors, except as expressly set forth herein, (C) seek the removal of any member of the Board of Directors (other than an SL Affiliated Director in accordance with Section 4.07), (D) solicit consents from stockholders or otherwise act or seek to act by written consent with respect to the Company, (E) conduct a referendum of stockholders of the Company or (F) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise;

(vi) take any action in support of or make any proposal or request that constitutes: (A) controlling or changing the Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of Directors, (B) a material change in the capitalization or dividend policy of the Company, (C) a material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;

(vii) make statements reasonably expected to disparage or cause to be disparaged the Company or its Subsidiaries or any of its current or former officers or directors in a manner reasonably expected to cause harm to such person and using a means of communication that is reasonably expected to be and results in a broad dissemination of such remarks (provided such Purchaser or its applicable Affiliates shall have an opportunity to publicly cure any such statement within 2 Business Days after being informed by the Company that such Purchaser or its Affiliates have breached this clause (vi));

(viii) make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board of Directors, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Section 4.03; or

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(ix) enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing.

(b) The foregoing provisions of Section 4.03(a) shall not be deemed to prohibit a Purchaser or any of its Purchaser Affiliates or their respective directors, executive officers, partners, employees or managing members or agents (acting in such capacity) from communicating privately with the Company’s directors, officers or advisors or requesting actions in connection with a Permitted Loan or Permitted Debt Financing Transaction consistent with Section 4.09, in each case so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications; provided, that no such person may request, directly or indirectly, any amendment, modification or waiver of this Section 4.03 (including this Section 4.03(b)) other than a confidential request made to the Company that would not reasonably be expected to require any public disclosure of such request.

(c) Notwithstanding anything in this Section 4.03 to the contrary, if (i) the Company enters into a definitive agreement providing for a transaction that, if consummated, would result in a Change in Control and (ii) the Company had not, reasonably prior to entering into such definitive agreement, provided each Purchaser with a written notice inviting the Purchaser Affiliates to make one or more proposals or offers to effect a transaction that would result in Change in Control, then after the announcement of such transaction and prior to the earlier of any termination of such definitive agreement or Company stockholder approval of such definitive agreement, nothing in this Section 4.03 will prevent the Purchaser Affiliates (A) from submitting to the Board of Directors one or more bona fide proposals or offers for an alternative transaction involving, directly or indirectly, one or more Purchaser Affiliates, (B) pursuing and entering into any such alternative transaction with the Company and (C) taking any actions in furtherance of the foregoing, including actions relating to the delisting and/or deregistration of the Company’s securities, as applicable, and obtaining equity and/or debt financing for the alternative transaction as long as any proposal or offer is conditioned on the proposed transaction being approved by the Board of Directors.

(d) For purposes of this Section 4.03 only and notwithstanding anything herein to the contrary, in calculating any Purchaser’s Beneficial Ownership of shares of the Company Common Stock, the number of shares of Company Common Stock issuable upon conversion of the Notes Beneficially Owned by each Purchaser and its Affiliates as of any date shall be, for each $1,000 principal amount of the Notes, the sum of the Daily Share Amount (after giving effect to the applicable Cash Percentage then in effect) for the applicable Observation Period as defined and calculated pursuant to the Indenture as if such Note was being converted on such date (and assuming all such Notes would be converted by a single holder).

Section 4.04 Securities Laws. Each Purchaser, severally and not jointly, acknowledges and agrees that, as of the Closing Date, the Notes (and the shares of Company Common Stock that are issuable upon conversion or repurchase by the Company of the Notes) have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws, is available. Each Purchaser, severally and not jointly, acknowledges that, except as provided in Article V with respect to shares of Company Common Stock and the Notes, such Purchaser has no right to require the Company or any of its Subsidiaries to register the Notes or the shares of Company Common Stock that are issuable upon conversion or repurchase by the Company of the Notes.

Section 4.05 Lost, Stolen, Destroyed or Mutilated Securities. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any certificate for any security of the Company and, in the case of loss, theft or destruction, upon delivery of an undertaking by the holder thereof to indemnify the Company (and, if requested by the Company, the delivery of an indemnity bond sufficient in the judgment of the Company to protect the Company from any loss it may suffer if a certificate is replaced), or, in the

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case of mutilation, upon surrender and cancellation thereof, the Company will issue a new certificate or, at the Company’s option, a share ownership statement representing such securities for an equivalent number of shares or another security of like tenor, as the case may be.

Section 4.06 Antitrust & Foreign Investment Approval. The Company and the Purchaser, severally and not jointly, acknowledge that one or more filings under the HSR Act, foreign antitrust laws or foreign direct investment laws may be necessary in connection with the issuance of shares of Company Common Stock upon conversion or repurchase by the Company of the Notes. Each Purchaser will promptly notify the Company if any such filing is required. To the extent reasonably requested, the Company, such Purchaser and any other applicable Purchaser Affiliate will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act, any foreign antitrust or any foreign direct investment requirements in connection with the issuance of shares of Company Common Stock upon conversion or repurchase by the Company of Notes held by such Purchaser or any Purchaser Affiliate in a timely manner and as required by the law of the applicable jurisdiction; provided, that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of such Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes outstanding and owned by a Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide such information regarding the Company and its Subsidiaries as the Purchasers may reasonably request in order to determine what foreign antitrust and foreign direct investment requirements may exist with respect to any potential conversion of the Notes. Except as provided in Section 6.06, each Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

Section 4.07 Board Nomination Rights; Committees.

(a) Effective immediately following the Closing and for so long as the Purchasers and their respective Affiliates collectively Beneficially Own 40% or more of the aggregate principal amount of the Notes Beneficially Owned by the Purchasers and their respective Affiliates collectively immediately following the Closing (provided, that (i) to the extent any such Notes have been converted into Company Common Stock, the Purchasers and their respective Affiliates shall be deemed to continue to own such Notes for purposes of calculating the principal amount of the Notes pursuant to this sentence for so long as they hold the shares of Company Common Stock issued upon such conversion and (ii) any shares of Company Common Stock, or instrument convertible into or exchangeable for Company Common Stock, in each case acquired by the Purchasers or their respective Affiliates following the Closing shall be included in the numerator but not the denominator in the calculation of Minimum Ownership Threshold) (the “Minimum Ownership Threshold”), the Purchasers shall have the right to designate one Purchaser Designee; provided that in the event of a Qualifying Spin-off (as defined in the Indenture), the Purchasers and their respective Affiliates shall retain board representation rights at the Company and the Spin Entity substantially equivalent to those set forth in this Agreement, with the Minimum Ownership Threshold being reduced pro rata based on the Remaining SL Securities (as defined in the Indenture) at the Company and the number of Spin Notes (as defined in the Indenture) issued at the Spin Entity (as defined in the Indenture), respectively. Ken Hao shall be deemed to be the initial Purchaser Designee and shall be appointed to the Board of Directors as a director with a term expiring at the Company’s next annual meeting of the Company’s stockholders following the Closing. At each annual meeting of the Company’s stockholders following the Closing Date at which the Purchaser Designee’s term as director expires (or, if the stockholders of the Company fail to elect the Purchaser Designee standing for election to the Board of Directors, the annual meeting of the Company’s stockholders following the Closing Date at which such Purchaser Designee’s term would have expired had the Purchaser Designee been elected to the Board of Directors), the Company shall nominate for election to the Board of Directors the Purchaser Designee; provided, that the Purchasers shall cease to have the right to designate any Purchaser Designees pursuant to this Section 4.07 from and after such time as the Purchasers and their respective Affiliates fail to satisfy the Minimum Ownership Threshold.

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(b) Subject to the terms and conditions of this Section 4.07 and applicable law, for so long as the Purchasers shall have the right to designate the Purchaser Designee for appointment or nomination by the Company for election to the Board of Directors pursuant to Section 4.07(a), the Company agrees to include the Purchaser Designee in its slate of nominees for election as a director of the Company at each of the Company’s meetings of stockholders (or action by written consent of stockholders) pursuant to which directors are to be elected and to use its reasonable efforts to cause the election of the Purchaser Designee to the Board of Directors (for the avoidance of doubt, the Company will be required to use the same level of efforts and provide the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consent at which directors are to be elected). For the avoidance of doubt, failure of the stockholders of the Company to elect the Purchaser Designee to the Board of Directors shall not affect the right of the Purchasers to designate a Purchaser Designee pursuant to this Section 4.07 in any future election of directors.

(c) Each subsequent Purchaser Designee must be a CEO, managing partner or managing director (or if there has been a Director Policy Change (as defined below), a director) of Silver Lake Technology Management, L.L.C. or other Silver Lake management entity or general partner selected by the Purchasers (or any successor thereto) that in each case is reasonably acceptable to the Board of Directors and who meets in all material respects all of the requirements of a director of the Company described in this Section 4.07. As a condition to the Purchaser Designee’s appointment to the Board of Directors and nomination for election as a director of the Company pursuant to this Section 4.07 (A) the Purchasers and such Purchaser Designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the Purchasers, their respective Affiliates and the Purchaser Designee, (B) the Purchaser Designee must be qualified to serve as a director of the Company under applicable law and stock exchange rules regarding service as a director of the Company to the same extent as all other directors of the Company and (C) the Purchaser Designee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines and the Company’s Code of Business Conduct, in each case as currently in effect, with such changes thereto (or such successor policies) as are applicable to all other directors, in each case, as such changes or successor policies are adopted in good faith by the Board of Directors, and do not by their terms materially, adversely and disproportionately impact the Purchaser Designee relative to all other directors and as are consistent with clause (d) below (the “Specified Guidelines”) (for the avoidance of doubt, the Purchaser Designee shall not be required to qualify as an independent director under applicable stock exchange rules and federal securities laws and regulations); provided, that the Company hereby acknowledges and agrees that the foregoing criteria are deemed satisfied with respect to the initial Purchaser Designee. The Company will make all information requests pursuant to this Section 4.07(c) in good faith in a timely manner that allows the Purchasers and the Purchaser Designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchasers and the Purchaser Designee and their respective counsel in connection with their efforts to provide the requested information. Any other SL Affiliated Director nominated by the Company shall be subject to the same requirements as described in this Section 4.07(c).

(d) The Purchasers acknowledge that at all times while serving as a member of the Board of Directors, each SL Affiliated Director will be required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-executive members of the Board of Directors that (x) are included in the Specified Guidelines as currently in effect with such changes (or such successor policies) as are applicable to all other directors and as are not targeted towards, and are not disproportionately applicable to, the SL Affiliated Directors, or (y) relate to the confidentiality of Company business and information, including discussions

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or matters considered in meetings of the Board of Directors or Committees to the extent not disclosed publicly by the Company (subject to the terms of the Confidentiality Agreement). Notwithstanding the foregoing, (i) under no circumstances will such policies, procedures, processes, codes, rules, standards and guidelines be violated by the Purchaser Designee for purposes hereof (x) receiving compensation from the Purchasers or any of their respective Affiliates or (y) failing to notify an officer or director, or receive the approval of, of the Company prior to accepting an invitation to serve on another board of directors and (ii) if such Specified Guidelines are in good faith changed in a manner that results in the Purchaser Designee no longer satisfying the Specified Guidelines in all material respects (any such changes to the Specified Guidelines, a “Director Policy Change”), then the Purchasers agree that they shall not designate the Purchaser Designee to be nominated by the Company for election to the Board of Directors at the annual meeting of the Company’s stockholders following such change at which the Purchaser Designee’s term as a director expires (or, if the stockholders of the Company fail to elect the Purchaser Designee to the Board of Directors, the annual meeting of the Company’s stockholders following the Closing Date at which the Purchaser Designee’s term would have expired had the Purchaser Designee been elected to the Board of Directors). The Company acknowledges and agrees that any share ownership requirement for the Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities Beneficially Owned by the Purchasers and/or their respective Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Purchasers’ or their respective Affiliates’ transfers of securities, provided that the Purchasers and their respective Affiliates acknowledge that they are subject to applicable federal securities laws and any other applicable laws.

(e) For so long as an SL Affiliated Director is on the Board of Directors, the Company shall not implement or maintain any trading policy or similar guideline or policy with respect to the trading of securities of the Company that is targeted at any Purchaser or its Affiliates (including a policy that limits, prohibits or restricts any Purchaser or its Affiliates from entering into any hedging or derivative arrangements), in each case, other than with respect to any SL Affiliated Director in his or her personal capacity, which policy or guideline is applicable to all directors of the Company.

(f) Subject to the terms and conditions of this Section 4.07 (including Section 4.07(c)), if a vacancy on the Board of Directors is created as a result of the Purchaser Designee’s death, resignation, disqualification or removal (in each case, except with respect to a removal or resignation contemplated by Sections 4.07(g) or (i)), or if the Purchasers desire to nominate a different individual to replace any then-existing Purchaser Designee, then, at the request of the Purchasers, the Purchasers and the Company shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practicable with a replacement Purchaser Designee subject to the terms and conditions hereof, and thereafter such individual shall as promptly as reasonably practicable be appointed to the Board of Directors to fill such vacancy and/or be nominated by the Company for election to the Board of Directors as a “Purchaser Designee” pursuant to this Section 4.07 (as applicable).

(g) The Company’s obligations under this Section 4.07 with respect to the Purchaser Designee shall terminate and the Purchasers shall have no designation or nomination rights hereunder with respect to the Purchaser Designee if (i) the Company consolidates or merges with or into any Person and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer and/or cash in a transaction that will constitute a Change in Control and the shares of Company Common Stock are no longer listed on any national or international stock exchange, in which case the Purchaser Designee shall deliver his written resignation to the Board of Directors effective as of immediately prior to the effectiveness of such Change in Control, or (ii) (A) the Purchasers and their respective Affiliates, collectively, cease to satisfy the Minimum Ownership Threshold or (B) any of the Purchasers or any of their respective Affiliates, including the Purchaser Designee, is in material breach of Section 4.02 or discloses Confidential Information to a Third Party in material breach of the terms and conditions of the Confidentiality Agreement, and in either such case the Purchaser Designee shall promptly offer to resign from the Board of Directors (and, if requested by the Company, promptly deliver his or her written resignation to the Board of Directors (which shall provide for his or her immediate

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resignation), it being understood that it shall be in the Board of Directors’ sole discretion whether to accept or reject such resignation). The Purchasers agree to cause, and agree to cause their Affiliates to cause, the Purchaser Designee to resign from the Board of Directors if the Purchaser Designee fails to resign if and when requested pursuant to this clause (g).

(h) If the Purchaser Designee ceases to satisfy in all material respects the conditions and obligations set forth in clauses (c) through (d) of this Section 4.07 (other than due to a Director Policy Change, which shall be governed by Section 4.07(d)), the Company may notify the Purchasers thereof and following such notification, (x) the Purchaser Designee shall offer to resign from the Board of Directors (and, if requested by the Company, deliver his or her written resignation to the Board of Directors (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board of Directors’ sole discretion whether to accept or reject such resignation) and (y) the Purchasers shall be entitled to fill the vacancy created thereby in accordance with Section 4.07(f). The Purchasers agree to cause, and agree to cause their respective Affiliates to cause, the Purchaser Designee to resign from the Board of Directors if the Purchaser Designee fails to resign if and when requested pursuant to this clause (h).

(i) If the Purchasers and their respective Affiliates cease to satisfy the Minimum Ownership Threshold, then the Company may (in its sole discretion) request the resignation of the Purchaser Designee, and, following such request, the Purchaser Designee shall promptly offer to resign from the Board of Directors (and, if requested by the Company, promptly deliver his or her written resignation to the Board of Directors (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board of Directors’ sole discretion whether to accept or reject such resignation). The Purchasers agree to cause, and agree to cause their respective Affiliates to cause, the Purchaser Designee to resign from the Board of Directors if the Purchaser Designee fails to resign if and when requested pursuant to this clause (i).

(j) For so long as the Purchasers are entitled to designate a Purchaser Designee, the Purchaser Designee shall have the right, but not the obligation, to join any committee of the Board of Directors (each, a “Committee”) so long as he or she meets any applicable Independence Requirements. As used herein, “Independence Requirements” means any director and committee member independence requirements set forth pursuant to applicable law and the applicable rules and regulations of any stock exchange on which the Company Common Stock is listed, including the independence requirements established by the SEC, it being understood that the relationship of any Purchaser Designee with Silver Lake Group, L.L.C. and its Affiliates will not, by itself, prevent any such Purchaser Designee from satisfying the Independence Requirements. Notwithstanding the foregoing, if the Board of Directors shall establish a Committee to consider (i) a proposed contract, transaction or other arrangement between the Purchasers (or any of their respective Affiliates), on the one hand, and the Company or any of its Subsidiaries, on the other hand, or (ii) the enforcement or waiver of the rights of the Company or any of its Subsidiaries under any agreement between the Purchasers (or any of their respective Affiliates), on the one hand, and the Company or any of its Subsidiaries, on the other hand, then the Purchaser Designee may be excluded from participation in such Committee meeting (and any portion of a Board of Directors meeting at which such matters may be discussed by the full Board of Directors upon reasonable prior notice to the Purchaser Designee).

(k) For the avoidance of doubt, notwithstanding anything in this Agreement or the Notes to the contrary, transferees of the Notes and/or the shares of Company Common Stock (other than Affiliates of the Purchasers who sign a Joinder) shall not have any rights pursuant to this Section 4.07.

(l) Subject to the terms of the Confidentiality Agreement, for so long as the Purchasers shall have the right to designate the Purchaser Designee for appointment or nomination by the Company for election to the Board of Directors pursuant to Section 4.07(a), (x) the Company shall provide to the Purchasers, Silver Lake Alpine Management Company II, L.L.C. and certain other Purchaser Affiliates designated by the Purchasers and acceptable to the Company access to (i) any materials or documents provided by the Company to the Board of

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Directors or any committee of the Board of Directors on which any SL Affiliated Director then serves substantially concurrently with the time such materials or documents are provided to the Board of Directors or such committee and (ii) reasonable access to the officers of the Company to discuss the Company’s affairs, finances, and accounts, during normal business hours, as may be reasonably requested by such Persons; provided, that the Company shall not be obligated to provide materials, documents or information that it reasonably and in good faith considers to be a trade secret or the disclosure of which would reasonably be likely to jeopardize the attorney-client privilege between the Company and its counsel or violate applicable law and (y) any SL Affiliated Director may share confidential, non-public information about the Company and its Subsidiaries (including any materials received in their capacities as a member of the Board of Directors or any Committee of the Company) with SL and its Affiliates and their respective limited partners, members and direct and indirect investors, in each case, on a confidential basis at least commensurate with the Confidentiality Agreement, taken as a whole. Notwithstanding the foregoing, the SL Affiliated Director may not share information that the Company reasonably and in good faith considers to be a trade secret or the disclosure of which would reasonably be likely to jeopardize the attorney-client privilege between the Company and its counsel or violate applicable law.

(m) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, the Company agrees that the Purchaser Designee, any SL Affiliated Director, any Purchaser and any SL Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and shall have no duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates; and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person, and shall indemnify each Covered Person against any Losses incurred by such Covered Person, and any and all Losses to which such Covered Person may become subject to, as a result of, arising in connection with or relating to a Covered Person’s breach of any fiduciary duty solely by reason of such person’s participation in any such business or investment. The Company shall pay in advance any reasonable, out-of-pocket expenses incurred by a Covered Person in defense of any claim for which such Covered Person is, or would reasonably be, expected to be entitled to indemnification under this Section 4.07(m), except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgement which is not appealed in the applicable time) that such Covered Person is not entitled to indemnification under this Section 4.07(m), in which case the Purchasers shall promptly reimburse to the Company any such advanced expenses. The Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge, except for any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is intended solely for such Covered Person in his or her capacity

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as a member of the Board of Directors, and waives any claim against each Covered Person, and shall indemnify each Covered Person against any Losses incurred by such Covered Person, and any and all Losses to which such Covered Person may become subject to, as a result of, arising in connection with or relating to a Covered Person’s breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company; provided, that, in each such case, that any corporate opportunity which is expressly offered to a Covered Person in writing stating that such offer is intended solely for such Covered Person in his or her capacity as a member of the Board of Directors shall belong to the Company. The Company shall pay in advance any reasonable, out-of-pocket expenses incurred by a Covered Person in defense of any claim for which such Covered Person is, or would reasonably be expected to be, entitled to indemnification under this Section 4.07(m), except to the extent that a Covered Person is determined by a final, non-appealable order of a Delaware court having competent jurisdiction (or any other judgement which is not appealed in the applicable time) that such Covered Person is not entitled to indemnification under this Section 4.07(m), in which case the Purchasers shall promptly reimburse to the Company any such advanced expenses.

(n) Any SL Affiliated Director, for so long as he or she serves on the Board of Directors, shall be entitled to compensation and reimbursement in connection with his or her service or participation on the Board of Directors consistent with the policies and practices of the Company generally applicable to independent members of the Board of Directors.

Section 4.08 Bid Management.

(a) To the extent reasonably practicable and subject to the requirements of the Takeover Code, the Company shall (i) consult with the Purchasers and take into account the Purchasers’ reasonable observations or comments prior to the Company or Bidco taking any material decision or action in connection with the Acquisition (including any action to modify, lapse, terminate or withdraw the Takeover Offer or the Scheme (as applicable)) and (ii) provide updates in reasonable detail to the Purchasers at such timings as are reasonably required to keep the Purchasers properly informed and upon reasonable request by the Purchaser in relation to the Acquisition (including regarding conversations with and communications from any regulatory authority or exchange, including the UK Panel on Takeovers and Mergers (the “Takeover Panel”), and with the Target, current or proposed management of the Target and shareholders of the Target), including, without limitation, delivering to each of the Purchasers (within 24 hours of receipt thereof) all material waivers, requests for consents, notices and/or amendments under the Offer Documentation and any other documentation contemplated under Section 4.08(b)(iv).

(b) Without prejudice to the generality of Section 4.08(a) above and subject to the requirements of the Takeover Code or any final ruling or decision of the Takeover Panel, the Company shall procure the consent of each of the Purchasers prior to:

(i) any decision by the Company or Bidco as to whether to switch from a Scheme to a Takeover Offer (or vice versa) and/or incurring any obligation to make a mandatory takeover offer under Rule 9 of the Takeover Code;

(ii) any waiver or invocation by or on behalf of the Company or Bidco of any one or more of the Acquisition Conditions;

(iii) any amendment, modification, revision, extension, renewal, improvement or variation with respect to:

(A) any extension of the period in which holders of Target Shares may accept the terms of the Scheme or, as the case may be, the Takeover Offer (including by reason of the adjournment of any meeting or court hearing); and

(B) any change to the consideration to be paid for each Target Share in connection with the Acquisition or the taking of any action causing or requiring the same;

(iv) other than as provided in paragraph (iii) above, any material amendment, modification, revision, extension, renewal, improvement or variation to the terms or structure of the Acquisition;

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(v) the entry into, or any amendment or waiver of, any confidentiality and/or standstill agreement and the Co-operation Agreement and/or any other agreement to be entered into with the Target or the assumption of or incurrence by the Company of any liability or obligation, other than in connection with or related to any debt financing in connection with the Acquisition entered into at or around the time of the first Announcement (including any related hedging or similar arrangements);

(vi) any amendment or waiver of the terms relating to the Company Acquisition Financing or to any Company Acquisition Financing Document in each case where the same is prejudicial to the interests of the Purchaser in connection with the Transactions and/or its obligations under this Agreement (it being agreed that any amendment or waiver of any provisions of any representation or warranty, covenant or undertaking in any Company Acquisition Financing Document relating to the conduct of any Scheme or Takeover Offer or the Acquisition (howsoever described) and any amendment to the overall commitments provided for under the Company Acquisition Financing shall be prejudicial to the interest of the Purchaser for purposes of this paragraph (vi));

(vii) any other action which would reasonably be expected to impose a material obligation or liability on the Purchasers or their respective Affiliates with respect to or in connection with the Acquisition, other than any acts or agreements entered into by the Company or the Purchasers in accordance with this Agreement or related to any debt financing in connection with the Acquisition entered into at or around the time of the first Announcement (including any related hedging or similar arrangements).

(c) Without prejudice to Sections 4.08(a) and (b) above and subject to the requirements of the Takeover Code or any final ruling or decision of the Takeover Panel, the Company shall provide the Purchasers with at least 7 Business Days’ written notice prior to:

(i) any waiver by or on behalf of the Company or Bidco of any one or more of the Acquisition Conditions, where such waiver would immediately result in the Acquisition becoming unconditional; and/or

(ii) a declaration by or on behalf of the Company or Bidco that the Acquisition is unconditional; and/or

(iii) the date of the Effective Date.

Section 4.09 Financing Cooperation.

(a) If requested by a Purchaser, the Company will provide the following cooperation in connection with such Purchaser obtaining any Permitted Loan or Permitted Debt Financing Transaction: (i) subject to applicable law, (A) removing any restrictive legends on certificates representing pledged Notes or Additional Securities, as applicable, and depositing such pledged Notes or Additional Securities in book entry form on the books of The Depository Trust Company when eligible to do so or (B) without limiting the generality of clause (A), following the first anniversary of the Closing (in the case of the Notes) or if such Note or any Additional Security is eligible for resale under Rule 144A, depositing such pledged Note or Additional Security in book entry form on the books of The Depository Trust Company or other depository with customary restrictive legends, (ii) if so requested by such lender or counterparty, as applicable, using commercially reasonable efforts to re-register the pledged Note or Additional Security in the name of the relevant lender, counterparty, custodian or similar party to a Permitted Loan or Permitted Debt Financing Transaction, with respect to Permitted Loans solely as securities intermediary and only to the extent such Purchaser or its Affiliates continues to Beneficially Own such pledged Note or Additional Security, (iii) entering into an issuer agreement (an “Issuer Agreement”) with each lender in reasonable and customary form in connection with such transactions (which agreement shall include,

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without limitation, agreements and obligations of the Company relating to procedures and specified time periods for effecting transfers and/or conversions upon foreclosure, agreements to not hinder or delay exercises of remedies on foreclosure, acknowledgments regarding corporate policy, if applicable, certain acknowledgments regarding securities law status of the pledge arrangements) and with such additional terms as are reasonably requested by such lender and not inconsistent with the Company’s obligations under the Indenture and applicable law and reasonably acceptable to the Company, (iv) entering into customary triparty agreements with each lender and such Purchaser relating to the delivery of the Notes, Additional Securities and/or shares of the Company Common Stock to the relevant lender for crediting to the relevant collateral accounts upon funding of the loan and payment of the purchase price including a right for such lender as a third party beneficiary of the Company’s obligation under Article II to issue the Notes, Additional Securities and/or shares of Company Common Stock upon payment of the purchase price therefor in accordance with the terms of this Agreement and (v) such other cooperation and assistance as such Purchaser may reasonably request that will not unreasonably disrupt the operation of the Company’s business or impose any material burdens on the Company. Anything in the preceding sentence to the contrary notwithstanding, the Company’s obligation to deliver an Issuer Agreement is conditioned on (1) such Purchaser delivering to the Company a copy of the Permitted Loan to which the Issuer Agreement relates and (2) such Purchaser certifying to the Company in writing that (A) the loan agreement with respect to which the Issuer Agreement is being delivered constitutes a Permitted Loan being entered into in accordance with this Agreement, such Purchaser has pledged the Notes, Additional Securities and/or the underlying shares of Common Stock as collateral to the lenders under such Permitted Loan and that the execution of such Permitted Loan and the terms thereof do not violate the terms of this Agreement, (B) to the extent applicable, whether the registration rights under Article V are being assigned to the lenders under that Permitted Loan, (C) an Event of Default (as defined in the Issuer Agreement) constitutes the circumstances under which the lenders under the Permitted Loan may foreclose on the Notes, Additional Securities and/or the underlying shares of Company Common Stock and a Market Value Cure (as defined in the applicable margin loan agreement) constitutes circumstances under which such Purchaser may sell the Notes, Additional Securities and/or the underlying shares of Company Common Stock in order to satisfy a margin call or repay a Permitted Loan, in each case to the extent necessary to satisfy a bona fide margin call on such Permitted Loan and that such provisions do not violate the terms of this Agreement and (D) such Purchaser acknowledges and agrees that the Company will be relying on such certificate when entering into the Issuer Agreement and any inaccuracy in such certificate will be deemed a breach of this Agreement. Such Purchaser acknowledges and agrees that the statements and agreements of the Company in an Issuer Agreement are solely for the benefit of the applicable lenders party thereto and that in any dispute between the Company and such Purchaser under this Agreement such Purchaser shall not be entitled to use the statements and agreements of the Company in an Issuer Agreement against the Company.

(b) The Purchasers and their respective Affiliates shall notify the Company as promptly as practicable upon any foreclosure of a Permitted Loan or Permitted Debt Financing.

Section 4.10 Certain Tax Matters. Notwithstanding anything herein to the contrary, the Company shall have the right to deduct and withhold from any payment or distribution made with respect to the Notes (or the issuance of shares of Company Common Stock upon conversion or repurchase by the Company of the Notes) such amounts as are required to be deducted or withheld with respect to the making of such payment or distribution (or issuance) under any applicable Tax law. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made. In the event the Company previously remitted any amounts to a Governmental Entity on account of Taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) on any Notes, the Company shall be entitled to offset any such amounts against any amounts otherwise payable in respect of such Notes (or the issuance of shares of Company Common Stock upon conversion or repurchase by the Company of the Notes). The Company and the Purchasers agree to (i) treat the Notes as indebtedness of the Company for U.S. federal and state income tax purposes and (ii) not treat the Notes as “contingent payment debt instruments” under U.S. Treasury Regulation Section 1.1275-4, and, in each

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case, no party shall take any inconsistent tax position in a tax return, tax filing, tax audit or other submission to a tax authority unless otherwise required by a final “determination” as defined under Section 1313 of the Code.

Section 4.11 Section 16 Matters.

(a) The Company shall provide the Purchasers a reasonable period of time (but in any event no less than three (3) days) to review and comment on the resolutions of the Board of Directors containing the resolutions contemplated under Section 3.01(c), prior to the adoption of such resolutions, and shall reflect all reasonable comments of the Purchasers or their counsel in the resolutions so adopted.

(b) If the Company becomes a party to a consolidation, merger, spin off or other similar transaction or if there is any event or circumstance that may result in a Purchaser, its Affiliates and/or any SL Affiliated Director being deemed to have made an acquisition or disposition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and if any SL Affiliated Director is serving or participating on the Board of Directors at such time or has served on the Board of Directors during the preceding six months, to the fullest extent permitted by law, (i) the Board of Directors will pre-approve such acquisition or disposition of equity securities of the Company or derivatives thereof for the express purpose of exempting such Purchaser’s, its Affiliates’ and any SL Affiliated Director’s interests (to the extent such Purchaser or its Affiliates may be deemed to be a director or “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger, consolidation or spin-off to which the Company is a party and the Company Common Stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a potential acquisition or disposition by such Purchaser, such Purchaser’s Affiliates, and/or any SL Affiliated Director of equity securities of such other issuer or derivatives thereof and (C) an Affiliate or Associate or other designee of such Purchaser or its Affiliates will serve on the board of directors (or its equivalent) of such other issuer, then the Company shall require that such other issuer pre-approve any such acquisitions or dispositions of equity securities or derivatives thereof for the express purpose of exempting the interests of such Purchaser’s, its Affiliates’ and any SL Affiliated Director’s (for such Purchaser and/or its Affiliates, to the extent such persons may be deemed to be directors or “directors by deputization” of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, to the extent applicable.

(c) The Company covenants and agrees that (i) the Board of Directors shall pre-approve any material amendments to the Indenture for the express purpose of exempting the interests of each of the Purchasers, its Affiliates and any SL Affiliated Director (for such Purchaser and/or its Affiliates, to the extent such persons may be deemed to be directors or “directors by deputization” of such other issuer) in such amendment, from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder, to the extent applicable and (ii) it shall provide the Purchasers a reasonable period of time to review and comment on the resolutions of the Board of Directors to be adopted to satisfy the foregoing clause (i), prior to such adoption, and shall reflect all reasonable comments of the Purchasers or their counsel in the resolutions so adopted.

Section 4.12 D&O Indemnification / Insurance Priority Matters. Each SL Affiliated Director shall be offered an indemnification agreement consistent with the form thereof previously furnished by the Company to other members of the Board of Directors. The Company acknowledges and agrees that any SL Affiliated Director who is a partner, member, employee, advisor or consultant of SL or any of its Affiliates may have certain rights to indemnification, advancement of expenses and/or insurance provided by SL or such Affiliate (collectively, the “Purchaser Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement to any SL Affiliated Director in his or her capacity as a director of the Company or any of its Subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Purchaser Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such

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indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.06 hereof and the Services Agreement), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Purchaser Indemnitors. No advancement or payment by the Purchaser Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Purchaser Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

Section 4.13 Conversion Price Matters. The Conversion Price on the Closing Date will equal $10.22, and the Conversion Rate on the Closing Date (the “Initial Conversion Rate”) shall be the quotient (rounded to four decimal places) of $1,000 divided by such Conversion Price; provided, that if any event shall occur between the date hereof and the Closing Date (inclusive) that would have resulted in an adjustment to the Conversion Rate pursuant to Article 10 of the Indenture if the Notes had been issued and outstanding since the date hereof, the Initial Conversion Rate and the Make-Whole Applicable Increase set forth in Section 10.14(b) of the Indenture shall be adjusted in the same manner as would have been required by Article 10 of the Indenture if the Notes had been issued and outstanding since the date hereof and the Conversion Price, Initial Conversion Rate and the Make-Whole Applicable Increase table included in the Indenture shall reflect such adjustment.

Section 4.14 Other Matters. Each Purchaser, severally and not jointly, agrees that (i) except in the case of a foreclosure under a Permitted Loan or Permitted Debt Financing pursuant to which the lender thereunder is obligated to exchange the foreclosed interest in the SL Securities for a security other than the SL Securities, such Purchaser and its Affiliates will only transfer their interests in the SL Securities to a Third Party if such Person receives such transferred interest in a Security other than the SL Securities and (ii) such Purchaser and its Affiliates may transfer an interest in the SL Securities to an Affiliate of such Purchaser and such Affiliate may continue to hold such transferred interest in the SL Securities solely to the extent that the Notes are transferable to such Affiliate under this Agreement.

Section 4.15 Indemnification.

(a) Each Purchaser, its Affiliates and their respective officers, directors, members, employees, managers, general partners and agents (each, an “Indemnitee”) shall be indemnified to the fullest extent permitted by law by the Company for any and all Losses to which such Indemnitees may become subject as a result of, arising in connection with, or relating to (1) any actual or threatened claim, suit, action, arbitration, cause of action, complaint, allegation, criminal prosecution, investigation, inquiry, demand letter, or proceeding, whether at law or at equity, direct or derivative and whether public or private, before or by any Governmental Entity, any arbitrator or other tribunal (each, an “Action”) by any third party (including, without limitation, any stockholder of the Company and/or of the Target or any regulator and regardless of whether such Action is against an Indemnitee) related to the Transactions; provided, that the Company will not be liable to indemnify any Indemnitee for any such Losses to the extent that such Losses (i) have resulted from the Purchaser’s breach of this Agreement or an Indemnitee’s breach of the Confidentiality Agreement, (ii) related to any Action by a limited partner of, or other investor in, such Indemnitee in such Person’s capacity as a limited partner of, or other investor in, such Indemnitee, (iii) related to a Permitted Loan or other financing or hedging arrangement of such Purchaser or its Affiliates in connection with the applicable Purchaser’s or its Affiliates’ investment in the Notes or (iv) have resulted from an Indemnitee’s willful misconduct or fraud in connection with the Transactions or (2) any breach of a representation or warranty in Article III hereto. The parties agree, for the avoidance of doubt, that this Section 4.15 shall not apply to any matter for which indemnification is otherwise provided in Section 5.06.

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(b) Each Indemnitee shall give the Company prompt written notice (an “Indemnification Notice”) of any Action it has actual knowledge of that might give rise to Losses for which an Indemnitee would reasonably be likely to be entitled to indemnification under this Section 4.15, which notice shall set forth a description of those elements of such Action of which such Indemnitee has knowledge, and shall promptly deliver to the Company any complaints with respect to such Action or other documents provided to such Indemnitee in connection therewith; provided, that any delay or failure to give such Indemnification Notice shall not affect the indemnification obligations of the Company hereunder except to the extent the Company is materially prejudiced (through the forfeiture of substantive rights or defenses) by such delay or failure.

(c) The Company shall have the right, exercisable by written notice to the applicable Indemnitee(s) within 30 days of receipt of the applicable Indemnification Notice, to select counsel to defend and control the defense of any third party claim set forth in such Indemnification Notice and the Company shall pay all reasonable and documented fees and expenses of such counsel; provided, that the Company shall not be entitled to so select counsel or control the defense of any claim to the extent that (i) such claim seeks primarily non-monetary or injunctive relief against the Indemnitee or alleges any violation of criminal law, (ii) the Company does not, subsequent to its assumption of such defense in accordance with this clause (c), conduct the defense of such claim in good faith, (iii) any of the Indemnitees reasonably determines upon the advice of counsel that representation of all such Indemnitees by the same counsel would be prohibited by applicable codes of professional conduct, or (iv) in the event that, based on the reasonable advice of counsel for the applicable Indemnitee(s), there are one or more material defenses available to the applicable Indemnitee(s) that are not available to other defendants. If the Company does not assume the defense of any third party claim in accordance with this clause (c), the applicable Indemnitee(s) may continue to defend such claim at the sole cost of the Company and the Company may still participate in, but not control, the defense of such third party claim at the Company’s sole cost and expense. In no event shall the Company, in connection with any Action or separate but substantially similar Actions arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnitees chosen by the applicable Purchaser together with its Affiliates, and one separate firm of local counsel, in addition to regular counsel, to the extent required in order to effectively defend the Action.

(d) No Indemnitee shall consent to a settlement of, or the entry of any judgment arising from, any claim for which such Indemnitee is entitled to indemnification pursuant to this Section 4.15, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the applicable Indemnitee(s), the Company, in the defense of any claim for which such Indemnitee is entitled to indemnification pursuant to this Section 4.15, shall not consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting any Indemnitee, (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to each such Indemnitee(s) of an unconditional release of such Indemnitee(s) from all liability with respect to such Action or (iii) imposes any material burden on Indemnitee not fully indemnified hereunder. In any such third party claim where the Company has assumed control of the defense thereof pursuant to clause (c), the Company shall keep the applicable Indemnitee(s) reasonably informed as to the status of such claim at all stages thereof (including all settlement negotiations and offers), promptly submit to such Indemnitee(s) copies of all pleadings, responsive pleadings, motions and other similar legal documents and paper received or filed in connection therewith, permit such Indemnitee(s) and their respective counsels to confer with the Company and its counsel with respect to the conduct of the defense thereof, and permit such Indemnitee(s) and their respective counsel(s) a reasonable opportunity to review all legal papers to be submitted prior to their submission (provided that the Company shall not be obligated to provide materials, documents or information the disclosure of which would be reasonably likely to jeopardize the attorney-client privilege between the Company and its counsel or violate applicable law). Nothing in this Section 4.15(d) shall in any way limit, affect or otherwise modify an Indemnitee’s rights to indemnification under the Company’s certificate of incorporation, by-laws, any applicable policies of the Company or its Subsidiaries or any other agreement between the Indemnitee and the Company or its Subsidiaries.

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Section 4.16 Par Value. While any Purchaser owns any Notes, the Company will not, without the consent of the Purchasers, increase the par value per share of the Company Common Stock to above $0.001 per share.

Section 4.17 Indenture Matters.

(a) Attached hereto as Exhibit F is a draft table (such table, the “Make-Whole Table”) setting forth the Make-Whole Applicable Increase (as defined in the Indenture) as agreed by the Company and the Purchasers as of the date of this Agreement (such table as set forth in Exhibit F, the “Signing Agreed Make-Whole Table”). The Signing Agreed Make-Whole Table reflects the use of the Kynex convertible bond model with inputs including maturity of 7.5 years from the date of original issuance, 3 year non-conversion period, coupon of 4.00%, $9.73 stock price at issue, $10.22 conversion price (5% conversion premium), relevant US Treasury yield + 700 bps credit spread, 0.25% borrow cost, 4.22% 7.5-year interpolated Treasury rate, and 30% volatility. At least 10 Business Days preceding the anticipated Closing Date, the Company shall deliver a certificate (the “Make-Whole Certificate”) to the Purchasers reflecting either that (i) the Company is not requesting any changes to the Signing Agreed Make-Whole Table in the Indenture to be signed at Closing or (ii) the Company has determined, after consultation with its financial and accounting advisors, that the volatility, interest rate and credit spread used in calculating the Signing Agreed Make-Whole Table no longer reflects commercially reasonable terms.

(b) If the Make-Whole Certificate is delivered pursuant to clause (i) of the last sentence of clause (a), then the Signing Agreed Make-Whole Table will be the Make-Whole Table included in Section 10.14(b) of the Indenture executed on the Closing Date.

(c) If the Make-Whole Certificate is delivered pursuant to clause (ii) of the last sentence of clause (a), then the Company and the Purchasers will cooperate in good faith to determine if they can agree on a commercially reasonable volatility rate, interest rate and credit spread to be used in the calculation of a make-whole table to be included in Section 10.14(b) of the Indenture executed on the Closing Date, and shall consult with a mutually agreed nationally recognized independent financial advisor as appropriate in making such determination. If the Company and the Purchasers agree on a different volatility rate, interest rate and credit spread to be used in the calculation of the Make-Whole Table, then the Make-Whole Table will be re-run no earlier than the second Business Day prior to the Closing using such volatility rate, interest rate and credit spread, but otherwise using all the methodology and inputs of the Signing Agreed Make-Whole Table, and such Make-Whole Table will be included in the Indenture at Closing. If the Company and the Purchasers cannot agree on a change to the volatility, interest rate and credit spread prior to the Closing, then the Signing Agreed Make-Whole Table will be included in the Indenture at Closing.

(d) Notwithstanding anything to the contrary provided in this Agreement or in the Indenture, for so long as SL collectively Beneficially Owns at least 50% of the Notes Beneficially Owned by SL immediately following the Closing, the Company shall not make any amendment or supplement to the Indenture or the Securities (as defined in the Indenture) of a type to which the first sentence of Section 9.02 of the Indenture applies, without the written consent of the Purchasers.

Section 4.18 Conduct of Business. The Company agrees that, prior to the earlier of the Closing Date and the termination of this Agreement pursuant to Section 2.03, without the prior written consent of each Purchaser, the Company will not, and will cause each of its Subsidiaries not to, amend or give any consent under or waive any rights under the Offer Documents that would be a Specified Modification.

Section 4.19 Other Cooperation. In connection with a transfer or proposed transfer of Subject Securities by any Purchaser or its Affiliates and if requested by any Purchaser or its Affiliates, the Company shall use its reasonable best efforts to cooperate in such transfer of Subject Securities, including, without limitation, by providing such Purchaser or its Affiliates, any potential transferee and their respective representatives opportunities

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to conduct a reasonable due diligence investigation of the Company and making available work papers of the Company, as well as access to the officers, management, employees, financial advisors, attorneys, accountants, consultants, agents and other representatives of the Company and its Subsidiaries as may be required or requested in connection with such transaction (subject to, if requested by the Company, each party referred to in this Section 4.19 entering into customary confidentiality agreements in a form reasonably acceptable to the Company). Without limiting the foregoing, no such information shall be used by such Person as the basis for any market transactions in securities of the Company in violation of applicable law.

Section 4.20 Use of Proceeds and Settlement of Target Shares. The Company shall (and shall, to the extent applicable, procure that Bidco shall) use the proceeds from the issuance of securities pursuant to this Agreement solely to finance the Transactions and shall (and shall, to the extent applicable, procure that Bidco shall) consummate the settlement of the relevant of Target Shares in accordance with its obligations under the Takeover Code and Offer Documents and the Takeover Code (in the final form delivered to the Purchasers pursuant to Section 3.01(r) and in any event without any Material Offer Modification unless such Material Offer Modification is consented to in writing by each Purchaser).

Section 4.21 Exchange Listing. Promptly following the date hereof, the Company shall prepare and provide the applicable submission of a Listing Of Additional Shares Notification Form to the Nasdaq to the Purchasers and take all action necessary to cause the Company Common Stock issuable upon conversion of the Notes to be approved for listing on Nasdaq, as promptly as practicable, and in any event before the Closing. The Company further covenants and agrees that, to the extent the Company Common Stock issuable upon conversion of the Notes is not approved for listing on Nasdaq prior to the Closing, the Company shall take all action necessary to complete such listing process with Nasdaq as promptly as practicable following the Closing.

Section 4.22 Anti-Takeover Provisions. The Company shall, and shall cause each of its Subsidiaries to, (a) take all action necessary within their control (other than waiving any of the Company’s rights) so that no “fair price,” “moratorium,” “control share acquisition,” “interested stockholder” or other form of antitakeover statute or regulation is applicable to SL or any SL Affiliate Beneficially Owning the Notes and the Company Common Stock to be issued upon conversion of the Notes and transferring the Notes and the Company Common Stock to be issued upon conversion of the Notes consistent with the terms of this Article IV, (b) not adopt or repeal, as the case may be, any anti-takeover provision or waiver in the certificate of incorporation, bylaws or other similar organizational documents of the Company’s Subsidiaries, or resolutions of the Board of Directors, that is applicable to any of the foregoing, and (c) not adopt or repeal, as the case may be, any shareholder rights plan, “poison pill” or similar measure that is applicable to any of the foregoing.

Section 4.23 Board of Directors. The Board of Directors shall take all action necessary to appoint the initial Purchaser Designee as a director of the Company, effective as of the Closing Date.

Section 4.24 Convertibility. As promptly as practicable following the Closing Date, the Company shall take all action necessary in order to make the Notes convertible by the Purchasers through the Trustee, the Company’s transfer agent and facilities of The Depositary Trust Company, as applicable, in each case, in accordance with the Indenture. If the Notes are initially issued in physical form, the Company covenants to take all action necessary to make the Notes convertible through The Depositary Trust Company as promptly as practicable upon such Notes being exchanged for global notes held through the facilities of The Depositary Trust Company. The Company further covenants to maintain the convertibility of the Notes with The Depositary Trust Company and the Trustee for so long as the Notes are outstanding. Nothing in this Section 4.24 shall be deemed to override the limitations on conversion in Section 10.01 of the Indenture.

Section 4.25 Amendments. For so long as the Notes are outstanding, the Company covenants and agrees to promptly consider any amendment to this Agreement, the Indenture or the Notes, in each case, requested by the Purchasers, including any amendment to the foregoing necessary or advisable to facilitate the consummation

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of a Permitted Loan transaction or Permitted Debt Financing Transaction (or any foreclosure thereof); provided that the Company’s consent shall not be unreasonably withheld, delayed or conditioned; provided, further, that upon agreement to any such amendment with the Purchasers, the Company shall promptly facilitate the entry into any amendment to this Agreement or any supplemental indenture necessary to effectuate such amendment.

Section 4.26 Trustee. The Company covenants and agrees that it shall, as soon as practicable following the date of this Agreement, engage U.S. Bank National Association or such other trustee that is reasonably satisfactory to the Purchasers as trustee for the Notes and that such trustee shall be considered the “Trustee” for purposes of this Agreement and the Indenture.

Section 4.27 Target Matters. The Company covenants and agrees that it shall promptly inform the Purchasers if it becomes aware of any development that would cause any of its representations and warranties made with respect to the Target and its Subsidiaries in Section 3.01 to be untrue as of the Closing Date.

Article V.

REGISTRATION RIGHTS

Section 5.01 Registration Statement.

(a) Reasonably in advance of the last day of the Restricted Period, the Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act in each case no later than the last day of the Restricted Period (such date, the “Registration Date”) a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of all Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, which Registration Statement will (except to the extent the SEC objects in written comments upon the SEC’s review of such Registration Statement) include the Plan of Distribution. In addition, the Company will from time to time use reasonable efforts to file such additional Registration Statements to cover resales of any Registrable Securities that are not registered for resale pursuant to a pre-existing Registration Statement and will use its reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act and, subject to Section 5.02, will use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times until the Registration Termination Date. Any Registration Statement filed pursuant to this Article V shall cover only Registrable Securities, shall be on Form S-3 (or a successor form) if the Company is eligible to use such form and shall be an automatically effective Registration Statement if the Company is a WKSI.

(b) Subject to the provisions of Section 5.02, the Company will use its reasonable efforts to keep the Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of (such earlier date, the “Registration Termination Date”): (i) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement and (ii) there otherwise cease to be any Registrable Securities.

(c) From and after the date hereof until the Registration Termination Date, the Company shall use its reasonable best efforts to maintain eligibility to be able to file and use a Registration Statement on Form S-3 (or any successor form thereto). Notwithstanding anything herein to the contrary, during such period of time from and after the Registration Date that the Company ceases to be eligible to file or use a Registration Statement on Form S-3 (or any successor form thereto), upon the written request of any Holder or Holders of Registrable Securities, the Company shall use its reasonable efforts to file a Registration Statement on Form S-1 (or any successor form) under the Securities Act covering the Registrable Securities of the requesting party or parties, as applicable, and use reasonable efforts to cause such Registration Statement to be declared effective pursuant to the

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Securities Act as soon as reasonably practicable after filing thereof and file and cause to become effective such amendments thereto as are necessary in order to keep such Registration Statement continuously available. Each such written request must specify the amount and intended manner of disposition of such Registrable Securities; provided, that the minimum amount of such Registrable Securities shall be $50,000,000. When the Company regains the ability to file a Registration Statement on Form S-3 covering the Registrable Securities, it shall as promptly as practicably do so in accordance with Section 5.01(a). The obligations of the Company under this Section 5.01(c) shall not impact the obligations of the Company under Section 5.01(a), which shall continue to be in force.

Section 5.02 Registration Limitations and Obligations.

(a) Subject to Section 5.01, the Company will use reasonable efforts to prepare such supplements or amendments (including a post-effective amendment), if required by applicable law, to each applicable Registration Statement and file any other required document so that such Registration Statement will be Available at all times during the period for which such Registration Statement is, or is required pursuant to this Agreement to be, effective; provided, that no such supplement, amendment or filing will be required during a Blackout Period. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Holders of Registrable Securities, to require such Holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Registration Statement during any Blackout Period; provided, for purposes of this Section 5.02, the Company shall only be obligated to provide written notice to any Holder or Beneficial Owner of Registrable Securities of any such Blackout Period if such Holder or Beneficial Owner has specified in writing (including electronic mail) to the Company for purposes of receiving such notice such Holder’s or Beneficial Owner’s address (including electronic mail), contact and fax number information. No sales may be made under the applicable Registration Statement during any Blackout Period. In the event of a Blackout Period under the definition thereof, the Company shall (x) deliver to the Holders of Registrable Securities a certificate signed by the chief executive officer, chief financial officer, general counsel or treasurer of the Company confirming that the conditions described in the definition of Blackout Period are met, which certificate shall contain an approximation of the anticipated delay, and (y) notify each Holder of Registrable Securities promptly upon each of the commencement and the termination of each Blackout Period, which notice of termination shall be delivered to each Holder of Registrable Securities no later than the close of business of the last day of the Blackout Period. Notwithstanding the foregoing, a Holder of Registrable Securities shall be entitled to elect not to receive any notice (whether oral or written) of any Blackout Period so long as such Holder agrees in writing (which may be by email) that it shall not sell any Registrable Securities under the applicable Registration Statement until it later elects to once again receive notices of Blackout Periods. In connection with the expiration of any Blackout Period and without any further request from a Holder of Registrable Securities, the Company to the extent necessary and as required by applicable law shall as promptly as reasonably practicable prepare supplements or amendments, including a post-effective amendment, to the Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that the Registration Statement will be Available. A Blackout Period will be deemed to have expired when the Company has notified the Holders of Registrable Securities that the Blackout Period is over and the Registration Statement is Available. Notwithstanding anything in this Agreement to the contrary, the absence of an Available Registration Statement at any time from and after the Registration Date shall be considered a Blackout Period described in the definition thereof and subject to the limitations therein, except to the extent such absence occurs during (and does not extend beyond) a Blackout Period described in the definition thereof.

(b) After the expiration of the Restricted Period, at any time a Registration Statement is effective and prior to the Registration Termination Date, if a Holder of Registrable Securities (an “Initiating Holder”) delivers a notice to the Company (a “Take-Down Notice”) stating that it, together with any other Persons, intends to sell at least $25,000,000 in aggregate of Registrable Securities held by such Holder and such other Persons (provided, that, if the Purchasers and their respective Affiliates do not collectively own at least $25,000,000 of Registrable Securities, they shall be permitted to deliver a Take-Down Notice to sell all of the

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Registrable Securities held by them, in each case, pursuant to the Registration Statement, then, the Company shall (i) amend or supplement the Registration Statement as may be necessary and to the extent required by law so that the Registration Statement remains Available in order to enable such Registrable Securities to be distributed in an Underwritten Offering and (ii) in the case of a Marketed Underwritten Offering only, within one (1) Business Day of receipt of the Take-Down Notice and confirmation of such receipt by the treasurer or chief financial officer of the Company and by counsel to the Company, deliver a written notice (a “Take-Down Participation Notice”) of any such request to all other Holders of Registrable Securities (the “Eligible Participation Holders”), which Take-Down Participation Notice shall offer each such Holder the opportunity to include in such registration that number of Registrable Securities of the same type (i.e., Notes or Company Common Stock) to be offered by the Initiating Holder as each such Holder (a “Participating Holder”) may request. The Company shall include in such registration all such Registrable Securities with respect to which the Company has received from a Holder entitled to receive a Take-Down Participation Notice pursuant to the preceding sentence written requests for inclusion therein within one (1) Business Day after the date the Take-Down Participation Notice was delivered; provided, that each Selling Holder will retain the right to withdraw their Registrable Securities from such registration in writing to the underwriters prior to the pricing of the applicable offering. In connection with any Underwritten Offering of Registrable Securities for which a Holder delivers a Take-Down Notice and satisfies the dollar thresholds set forth in the first sentence above, and where the Take-Down Notice contemplates a Marketed Underwritten Offering, the Company will use reasonable efforts to cooperate and make its senior officers reasonably available for participation in such marketing efforts (which marketing efforts will not, for the avoidance of doubt, include a “road show” requiring such officers to travel outside of the city in which they are primarily located). The Initiating Holder shall select the underwriter(s) for each Underwritten Offering; provided, that the managing underwriter(s) (if there is only one underwriter, such underwriter shall be deemed to be the managing underwriter) of a Marketed Underwritten Offering shall be reasonably acceptable to the Company. The Company shall select the counsel for the managing underwriter(s); provided, that such counsel shall be reasonably acceptable to the underwriter(s) and the Initiating Holder. The Initiating Holder shall determine the pricing of the Registrable Securities offered pursuant to any such Registration Statement, including the underwriting discount and fees payable by such Holder to the underwriters in such Underwritten Offering. The Initiating Holder shall reasonably determine the timing of any such registration and sale. The Initiating Holder shall determine the applicable underwriting discount and other financial terms, and the Holders of the Registrable Securities sold in the Underwritten Offering shall be solely responsible for all such discounts and fees payable to such underwriters in such Underwritten Offering. Without the consent of the Initiating Holder, no Underwritten Offering pursuant to this Agreement shall include any securities other than Registrable Securities of the type (i.e., Notes or Company Common Stock) offered by the Initiating Holder in such Underwritten Offering. For the avoidance of doubt, unless the Initiating Holder otherwise agrees, no Holders of Registrable Securities or any other securities issued by the Company, other than the Initiating Holder, shall have the opportunity to include any Registrable Securities or any such other securities in an Underwritten Offering initiated by the Initiating Holder that is not a Marketed Underwritten Offering (i.e., block trade). Notwithstanding anything to the contrary herein, if Holders of Registrable Securities that are affiliates of the Company (as defined under Rule 405 of the Securities Act) engage or propose to engage in a transaction that would be a “distribution” as defined in Regulation M under the Exchange Act, such Holders shall discuss the timing of such distribution with the Company reasonably prior to commencing such distribution.

(c) In connection with a distribution of Registrable Securities in which the Holders of Registrable Securities are selling an aggregate of at least $50,000,000 of Registrable Securities, the Company shall, to the extent requested by the managing underwriter(s) of such a distribution, be subject to a restricted period of the same length of time as such Holder agrees with the managing underwriter(s) (but not to exceed 90 days) during which the Company may not offer, sell or grant any option to purchase Company Common Stock (in the case of an offering of Company Common Stock or securities convertible or exchangeable for Company Common Stock) and any debt securities (in the case of an offering of debt securities) of the Company, subject to customary carve-outs that include, but are not limited to, (i) issuances pursuant to the Company’s employee or director stock plans and issuances of shares upon the exercise of options or other equity awards under such stock plans and (ii) in

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connection with acquisitions, joint ventures and other strategic transactions (subject to, in the case of this clause (ii), a limit not to exceed 10% of the Company’s then outstanding Company Common Stock).

(d) In addition to the registration rights provided in this Section 5.02, Holders of the Notes shall have analogous rights to sell such securities in a marketed offering under Rule 144A through one or more initial purchasers on a firm-commitment basis, on the terms, subject to the conditions and using procedures that are substantially equivalent to those specified in this Section 5.02 and Section 5.03, mutatis mutandis. The Company agrees to use its reasonable efforts to cooperate to effect any such sales under such Rule 144A; provided, that nothing in this Section 5.02(d) shall impose any additional or more burdensome obligations on the Company than would apply under this Section 5.02 and Section 5.03, in each case, mutatis mutandis in respect of a registered Underwritten Offering, or require that the Company take any actions that it would not be required to take in a substantially similar Underwritten Offering of such Notes.

(e) If the managing underwriter or underwriters of any firm commitment Underwritten Offering advise the Selling Holders in writing that, in their view, the total amount of Registrable Securities proposed to be sold in such Underwritten Offering (including, without limitation, Registrable Securities proposed to be included by any Participating Holder) exceeds the largest amount (the “Orderly Sale Amount”) that can be sold in an orderly manner in such Underwritten Offering within a price range acceptable to the Initiating Holder, then there shall be included in such firm commitment Underwritten Offering an amount of Registrable Securities not exceeding the Orderly Sale Amount, and such included amount of Registrable Securities shall be allocated pro rata among the Selling Holders on the basis of the number and type of Subject Securities then proposed to be sold by the respective Selling Holders (e.g., if Notes are being offered and sold, the pro rata amounts will be calculated based on the aggregate principal amount of Notes proposed to be sold, without regard to shares of Company Common Stock Beneficially Owned by the respective Selling Holders).

(f) If requested by the managing underwriter of an Underwritten Offering, for which SL or any of its Affiliates is the Initiating Holder, unless such Initiating Holder otherwise agrees, no Eligible Participation Holder or Initiating Holder shall offer for sale (including by short sale), grant any option for the purchase of, or otherwise transfer (whether by actual disposition or effective economic disposition due to cash settlement, derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Registrable Securities or otherwise), any Notes or Company Common Stock (or interests therein) or securities convertible into or exchangeable for Notes or Company Common Stock without the prior written consent of such managing underwriter for a period designated by such managing underwriter in writing to the Eligible Participation Holders and the Initiating Holder, which shall begin the earlier of the date of the underwriting agreement and the commencement of marketing efforts, and shall not in any event last longer than 60 days following such effective date. If requested by the managing underwriter of any such Underwritten Offering, each Eligible Participation Holder shall execute a separate agreement to the foregoing effect; provided, that each Eligible Participation Holder shall negotiate its respective lock-up agreement; provided, further, that if any such lock-up agreement (i) provides for exceptions from any restrictions contained therein, such exceptions shall automatically apply equally to each Selling Holder or (ii) is terminated or waived in whole or in part for any Selling Holder, such termination or waiver shall automatically apply to each other Selling Holder. Each lock-up agreement shall permit, and this Section 5.02(f) shall be deemed to permit, transfers pursuant to the terms of Permitted Loans, Permitted Debt Financing Transactions and other customary lock-up exceptions, including for gifts, distributions and other transfers not for value (and including in respect of customary charitable donations substantially contemporaneously with distribution to the donor, free of further lock-up agreement transfer restrictions by the donee, by a Selling Holder or its direct or indirect distributees). The obligations of any person under this Section 5.02(f) are not in limitation of lock-up or transfer restrictions that may otherwise apply to any Registrable Securities.

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Section 5.03 Company Registration.

(a) If (but without any obligation to do so), after the expiration of the Restricted Period, the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any Company Common Shares in connection with an Underwritten Offering of such securities (other than a registration relating solely to the issuance of securities by the Company pursuant to a stock option, stock purchase or similar benefit plan or an SEC Rule 145 transaction), the Company shall promptly give each Eligible Participation Holder written notice of such Underwritten Offering. Upon the written request of each such Holder given within five (5) days after such notice is given by the Company, the Company shall, subject to the provisions of Section 5.03(c), use all reasonable efforts to cause all of the Registrable Securities that each such Holder has requested to be included in such Underwritten Offering.

(b) The Company shall have the right to terminate or withdraw any Underwritten Offering initiated by it under this Section 5.03 before the pricing of such Underwritten Offering, whether or not any Holder has elected to include Registrable Securities in such Underwritten Offering. The expenses of such withdrawn Underwritten Offering shall be borne by the Company in accordance with Section 5.05.

(c) The right of any Holder to include such Holder’s Registrable Securities in an Underwritten Offering pursuant to Section 5.03(a) shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. The underwriters for each Underwritten Offering pursuant to this Section 5.03 shall be selected by the Company in its sole discretion. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the Company for such Underwritten Offering. Notwithstanding any other provision of this Agreement, if the managing underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the managing underwriters may exclude shares (including Registrable Securities) from the underwriting, and the number of shares that may be included in the underwriting shall be allocated, first, to the Company, second, to each of the Eligible Participation Holders requesting inclusion of their Registrable Securities in such underwriting pro rata on the basis of the number and type of Subject Securities then proposed to be sold by such Holders and third, to any other selling stockholder. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares that may be included by Eligible Participation Holders without the written consent of the Eligible Participation Holders holding a majority of Subject Securities. For the avoidance of doubt, the provisions of Section 5.02 will not apply to any Underwritten Offering pursuant to this Section 5.03, and the Company shall select the underwriter(s) and counsel, determine the applicable underwriting discount and other financial and non-financial terms and determine the timing of any such Underwritten Offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriters. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration for such offering. For any Holder that is a partnership, limited liability company or corporation, the partners or members, retired partners or members or shareholders of such Holder, the estates and immediate family members of any of the foregoing persons and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single Holder, and any pro rata reduction with respect to such Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Holder.

Section 5.04 Registration Procedures.

(a) If and whenever the Company is required to use reasonable efforts to effect the registration of any Registrable Securities under the Securities Act and in connection with any distribution of Registrable Securities pursuant thereto as provided in this Agreement (including any sale referred to in any Take-Down

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Notice), the Company shall as promptly as reasonably practicable, subject to the other provisions of this Agreement:

(i) use reasonable efforts to prepare and file with the SEC a Registration Statement to effect such registration in accordance with the intended method or methods of distribution of such securities and thereafter use reasonable efforts to cause such Registration Statement to become and remain effective pursuant to the terms of this Article V; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the Registration Statement relating thereto; provided, further, that before filing such Registration Statement or any amendments or supplements thereto, including any prospectus supplements in connection with a sale referred to in a Take-Down Notice, the Company will furnish to the Holders which are including Registrable Securities in such registration (“Selling Holders”) and the lead managing underwriter(s), if any, copies of all such documents proposed to be filed, which documents will be subject to the review and reasonable comment (which comments will be considered in good faith by the Company) of the counsel (if any) to such Holders and counsel (if any) to such underwriter(s), and other documents reasonably requested by any such counsel, including any comment letter from the SEC, and, if requested by any such counsel, provide such counsel and the lead managing underwriter(s), if any, reasonable opportunity to participate in the preparation of such Registration Statement and each prospectus (including any prospectus supplement) included or deemed included therein and such other opportunities to conduct a customary and reasonable due diligence investigation (in the context of a registered underwritten offering) of the Company, including reasonable access to (including responses to any reasonable inquiries by the lead managing underwriter(s) and their counsel) the Company’s books and records, officers, accountants and other advisors;

(ii) at or before any Registration Statement is declared or otherwise becomes effective, qualify the Indenture under the Trust Indenture Act of 1939, as amended, and appoint a new trustee under the Indenture to the extent such qualification requires the appointment of a new trustee thereunder;

(iii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary and to the extent required by applicable law to keep such Registration Statement effective and Available pursuant to the terms of this Article V;

(iv) if requested by the lead managing underwriter(s), promptly include in a prospectus supplement or post-effective amendment such information as the lead managing underwriter(s), if any, and such Holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received such request; provided, however, that the Company shall not be required to take any actions under this Section 5.04(a)(iv) that are not, in the opinion of counsel for the Company, in compliance with applicable law;

(v) furnish to the Selling Holders and each underwriter, if any, of the securities being sold by such Selling Holders such number of conformed copies of such Registration Statement and of each amendment and supplement thereto, such number of copies of the prospectus and any prospectus supplement contained in or deemed part of such Registration Statement (including each preliminary prospectus supplement) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Selling Holders and underwriter(s), if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Holders;

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(vi) use reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, and to apply for any necessary “CUSIPs” or analogous codes to identify such securities;

(vii) use reasonable efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement;

(viii) as promptly as practicable notify in writing the Holders of Registrable Securities and the underwriters, if any, of the following events: (A) the filing of the Registration Statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to such Registration Statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the SEC or any other U.S. or state governmental authority for amendments or supplements to such Registration Statement or the prospectus or for additional information; (C) the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings by any person for that purpose; (D) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (E) if at any time the representations and warranties of the Company contained in any agreement (including any underwriting agreement) related to such registration cease to be true and correct in any material respect; and (F) upon the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of such Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(ix) use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest reasonable practicable date, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation or as a dealer in securities in any jurisdiction wherein it would not but for the requirements of this clause (ix) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(x) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.;

(xi) prior to any public offering of Registrable Securities, use reasonable efforts to register or qualify or cooperate with the Selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the applicable state securities or “blue sky” laws of those jurisdictions within the United States as any Holder reasonably requests in writing to keep each such registration or qualification (or exemption therefrom) effective until the Registration Termination Date; provided, that the Company will not be required to (A) qualify generally to do business as a foreign corporation or as a dealer in securities in any jurisdiction wherein it would not but for the requirements of this clause (xi) be obligated to be so qualified,

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(B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(xii) use reasonable efforts to cooperate with the Holders to facilitate the timely preparation and delivery of certificates or book-entry securities representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates or book-entry securities shall be free, to the extent permitted by the Indenture and applicable law, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request in writing; and in connection therewith, if required by the Company’s transfer agent, the Company will promptly after the effectiveness of the Registration Statement cause to be delivered to its transfer agent when and as required by such transfer agent from time to time, any authorizations, certificates, directions and other evidence required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without legend upon sale by the Holder of such shares of Registrable Securities under the Registration Statement; and

(xiii) agrees with each Holder of Registrable Securities that, in connection with any Underwritten Offering or other resale pursuant to the Registration Statement in accordance with the terms hereof, it will use reasonable efforts to negotiate in good faith and execute all customary indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements (in each case on terms reasonably acceptable to the Company), including using reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

(b) The Company may require each Selling Holder and each underwriter, if any, to (i) furnish the Company in writing such information regarding each Selling Holder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing to complete or amend the information required by such Registration Statement and/or any other documents relating to such registered offering, and (ii) execute and deliver, or cause the execution or delivery of, and to perform under, or cause the performance under, any agreements and instruments reasonably requested by the Company to effectuate such registered offering, including, without limitation, opinions of counsel and questionnaires. If the Company requests that the Holders of Registrable Securities take any of the actions referred to in this Section 5.04(b), such Holders shall take such action promptly and as soon as reasonably practicable following the date of such request.

(c) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clauses (B), (C), (D), (E) and (F) of Section 5.04(a)(viii), such Selling Holder shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities pursuant to the applicable Registration Statement and prospectus relating thereto until such Selling Holder is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus. The Company shall use reasonable efforts to cure the events described in clauses (B), (C), (D), (E) and (F) of Section 5.04(a)(viii) so that the use of the applicable prospectus may be resumed at the earliest reasonably practicable moment.

Section 5.05 Expenses. The Company shall pay all Registration Expenses in connection with a registration pursuant to this Article V and any Rule 144A offering pursuant to Section 5.02(d), provided, that each Holder of Registrable Securities participating in any offering shall pay all applicable underwriting fees, discounts, selling commissions and similar charges.

Section 5.06 Registration Indemnification.

(a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Holder and its Affiliates and their respective officers, directors,

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members, shareholders, employees, managers, partners, accountants, attorneys and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Holder or such other indemnified Person and the officers, directors, members, shareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter (collectively, the “Indemnified Persons”), from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable and documented expenses of investigation and reasonable and documented attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or Free Writing Prospectus, in each case related to such Registration Statement, or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (without limitation of the preceding portions of this Section 5.06(a)) will reimburse each such Selling Holder, each of its Affiliates, and each of their respective officers, directors, members, shareholders, employees, managers, partners, accountants, attorneys and agents and each such Person who controls each such Selling Holder and the officers, directors, members, shareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information regarding a Holder of Registrable Securities or underwriter furnished in writing to the Company expressly for use therein by any such person, any Affiliate or controlling Person thereof.

(b) In connection with any Registration Statement in which a Selling Holder is participating, without limitation as to time, each such Selling Holder shall, severally and not jointly, indemnify the Company, its directors and officers, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company, from and against all Losses, as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of material fact contained in the Registration Statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (without limitation of the preceding portions of this Section 5.06(b)) will reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, in each case solely to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information regarding the Selling Holder furnished to the Company by such Selling Holder in writing for inclusion in such Registration Statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto.

(c) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been actually and materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure to provide such notice on a timely basis.

(d) In any case in which any such action is brought against any indemnified party, the indemnified party shall promptly notify in writing the indemnifying party of the commencement thereof, and the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying

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party to such indemnified party of its election so to assume the defense thereof and acknowledging the obligations of the indemnifying party with respect to such proceeding, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party or a conflict of interest otherwise exists or (ii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or would reasonably be expected to be materially prejudiced by such delay, in either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining one separate legal counsel (for the avoidance of doubt, for all indemnified parties in connection therewith)). For the avoidance of doubt, notwithstanding any such assumption by an indemnifying party, the indemnified party shall have the right to employ separate counsel in any such matter and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party except as provided in the previous sentence. An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (which consent shall not be unreasonably withheld, conditioned or delayed). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such claim or proceeding, (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party and (z) is settled solely for cash for which the indemnified party would be entitled to and receives indemnification hereunder. The failure of an indemnified party to give notice to an indemnifying party of any action brought against such indemnified party shall not relieve the indemnifying party of its obligations or liabilities pursuant to this Agreement, except to the extent such failure materially and adversely prejudices the indemnifying party.

(e) The indemnification provided for under this Agreement shall survive the sale or other transfer of the Registrable Securities and the termination of this Agreement.

(f) If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding any other provision of this Agreement, no Holder of Registrable Securities shall be required to indemnify or contribute, in the aggregate, any amount in excess of its net proceeds from the sale of the Registrable Securities subject to any actions or proceedings over the amount of any damages, indemnity or contribution that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation.

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(g) The indemnification and contribution agreements contained in this Section 5.06 are in addition to any liability that the indemnifying party may have to the indemnified party and do not limit other provisions of this Agreement that provide for indemnification, including Section 4.15.

Section 5.07 Facilitation of Sales Pursuant to Rule 144. The Company shall use reasonable efforts to (i) timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144) and submit all required Interactive Data Files (as defined in Rule 11 of Regulation S-T of the Commission), (ii) for as long as any Purchaser or its Affiliates, or any financial institution pursuant to a Permitted Debt Financing Transaction or any lender for any Permitted Loan Beneficially Owns Notes or any Company Common Stock issued or issuable upon conversion thereof, make and keep public information available, as those terms are understood and defined in Rule 144, and (iii) take such further necessary action as any Holder of Subject Securities may reasonably request in connection with the removal of any restrictive legend on the Subject Securities being sold, all to the extent required from time to time to enable such Holder to sell the Subject Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144.

Section 5.08 Other Registration Rights. Except as provided in this Agreement, the Company shall not grant to any Person(s) the right to request or cause the Company or any Subsidiary of the Company to register any equity securities of the Company or such Subsidiary of the Company, or any securities convertible or exchangeable into or exercisable for such securities, that are prior to or that would limit the rights of the Purchasers hereunder without the prior written consent of the Purchasers.

Article VI.

MISCELLANEOUS

Section 6.01 Survival of Representations and Warranties. Except for the warranties and representations contained in clauses (a), (b), (c), (d), (e), (f), (l) and (s) of Section 3.01 and the representations and warranties contained in Section 3.02, which shall survive the Closing indefinitely, the warranties and representations made herein shall survive for 12 months following the Closing Date and shall then expire; provided, that nothing herein shall relieve any party of liability for any inaccuracy or breach of such representation or warranty to the extent that any good faith allegation of such inaccuracy or breach is made in writing prior to such expiration.

Section 6.02 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by overnight courier or sent via email (with receipt confirmed) as follows:

(a)

If to any Purchaser, to:

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

Attention: Julie Rutiz

Email: Julie.Rutiz@SilverLake.com

and:

c/o Silver Lake

55 Hudson Yards

550 West 34th Street, 40th Floor

New York, NY 10001

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Attention: Andrew J. Schader

Email: Andy.Schader@SilverLake.com

With a copy (which shall not constitute actual or constructive notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Ken Wallach, Hui Lin, Lia Toback and Jessica Asrat

	Email:	kwallach@stblaw.com
		hui.lin@stblaw.com
		ltoback@stblaw.com
		jessica.asrat@stblaw.com

(b)

If to the Company, to:

Viavi Solutions Inc.

1445 South Spectrum Blvd, Suite 102

Chandler, Arizona 85286

Attention: Ilan Daskal, Executive Vice President and Chief Financial Officer

with a copy (which will not constitute actual or constructive notice) to:

Gibson, Dunn & Crutcher LLP

One Embarcadero Center Suite 2600

San Francisco, CA 94111-3715 USA

Attention: Stewart L. McDowell, Ed Batts and Robyn Zolman

	Email:	smcdowell@gibsondunn.com
		ebatts@gibsondunn.com
		rzolman@gibsondunn.com

or to such other address or addresses as shall be designated in writing. All notices shall be deemed effective (a) when delivered personally (with written confirmation of receipt, by other than automatic means, whether electronic or otherwise), (b) when sent by email (with written confirmation of receipt, by other than automatic means, whether electronic or otherwise) or (c) one (1) Business Day following the day sent by overnight courier.

Section 6.03 Entire Agreement; Third Party Beneficiaries; Amendment. This Agreement, together with the Confidentiality Agreement, the Services Agreement, the Indenture and the Notes, sets forth the entire agreement between the parties hereto with respect to the Transactions, and are not intended to and shall not confer upon any person other than the parties hereto, their successors and permitted assigns any rights or remedies hereunder, provided, that (i) Section 4.07(m) shall be for the benefit of and fully enforceable by each Covered Person, (ii) Section 4.12 shall be for the benefit of and fully enforceable by each SL Affiliated Director and each Purchaser Indemnitor, (iii) Section 4.15 and Section 5.06 shall be for the benefit of and fully enforceable by each of the Indemnitees or Indemnified Persons (as applicable), (iv) Section 6.12 shall be for the benefit of and fully enforceable by each of the Specified Persons and (v) one or more lenders under a Permitted Loan may be granted third party beneficiary rights in relation to the Company’s obligation under Article II to issue the Notes subject to and as set forth in Section 4.09. Any provision of this Agreement may be amended or modified in whole or in part at any time by an agreement in writing between the parties hereto executed in the same manner as this Agreement. No failure on the part of any party to exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right.

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Section 6.04 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute any original, but all of which together shall constitute one and the same document. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document will have the same effect as physical delivery of the paper document bearing the original signature. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Section 6.05 Public Announcements. No press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by the Purchasers or their respective Affiliates without the prior written approval of the Company, unless required by law (based on the advice of counsel) in which case the Company shall have the right to review and reasonably comment on such press release, announcement or communication prior to issuance, distribution or publication. Notwithstanding the foregoing (but subject to the terms of the Confidentiality Agreement), the Purchasers and their respective Affiliates shall not be restricted from communicating with their respective investors and potential investors in connection with marketing, informational or reporting activities; provided, that the recipient of such information is subject to a customary obligation to keep such information confidential. The Company may issue one or more press releases or public announcements (in which case each Purchaser shall have the right to review and reasonably comment on such press release, announcement or communication, and the Company will consider the Purchaser’s comments) and may file this Agreement with the SEC and may provide information about the subject matter of this Agreement in connection with equity or debt issuances, share repurchases, or marketing, informational or reporting activities. Each Purchaser shall be permitted to, without the approval of the Company, file, publish and disclose all documents and schedules (including the existence and terms thereof and other documents contemplated hereby) with the SEC, and any press release or other disclosure document that such Purchaser reasonably determines to be necessary in connection with the transactions contemplated by this Agreement or the Scheme or Takeover Offer, as the case may be, the Offer Documents and any other document contemplated hereby or thereby.

Section 6.06 Expenses. Except as otherwise expressly provided herein, each party hereto shall bear its own costs and expenses (including attorneys’ fees) incurred in connection with this Agreement and the Transactions; provided, that at the Closing or otherwise promptly following the Termination Date, the Company shall reimburse the Purchasers for up to an aggregate of $2.0 million of documented out-of-pocket expenses (including, without limitation, legal, accounting, consulting and financing fees) incurred by the Purchasers in connection with the Transactions; provided, that, at the Closing, the Purchasers may net against the aggregate Purchase Price any out-of-pocket expenses reimbursable hereunder.

Section 6.07 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the Company’s successors and assigns and each of the Purchasers’ successors and assigns, and no other person; provided, that neither the Company nor any Purchaser may assign its respective rights or delegate its respective obligations under this Agreement, whether by operation of law or otherwise, and any assignment by the Company or any Purchaser in contravention hereof shall be null and void; provided, that (i) during the Certain Funds Period, any Purchaser party to the original form of this Agreement (an “Original Purchaser”) may assign all of its rights and obligations under this Agreement and the Confidentiality Agreement or, in the case of this Agreement, any portion thereof, to one or more Affiliates who are U.S. Persons and who execute and deliver to the Company a Joinder and a duly completed and executed IRS Form W-9 and any such assignee who executes and delivers to the Company a Joinder shall be deemed a Purchaser hereunder and have all the rights and obligations of such Original Purchaser so assigned, (ii) any Affiliate of such Original Purchaser who executes and delivers a Joinder and is a permitted transferee of any Notes or shares of

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Company Common Stock shall be deemed a Purchaser hereunder and have all the rights and obligations of such Original Purchaser or any portion thereof (as set forth in the Joinder); provided that (without limiting the further proviso contained in the last sentence of this Section 6.07) no such assignment will relieve such assigning Original Purchaser of its obligations hereunder or under the Confidentiality Agreement, (iii) if the Company consolidates or merges with or into any Person and the Company Common Stock is, in whole or in part, converted into or exchanged for securities of a different issuer in a transaction, then as a condition to such transaction the Company will cause such issuer to assume all of the Company’s rights and obligations under this Agreement in a written instrument delivered to such Purchaser, and (iv) the rights of a Holder of Registrable Securities under Article V may be transferred but only together with Subject Securities (w) in a transfer of (1) Notes in an aggregate principal amount of at least $25,000,000 and (2) Company Common Stock or other Subject Securities issued or issuable upon conversion of at least $25,000,000 in aggregate principal amount of Notes, (x) to an Affiliate of the transferor that executes and delivers to the Company a Joinder (subject to 4.02(a)), (y) to a lender in connection with a Permitted Loan or (z) to a financial institution in connection with a Permitted Debt Financing Transaction. For the avoidance of doubt, no Third Party to whom any of the Notes or shares of Company Common Stock are transferred shall have any rights or obligations under this Agreement except (and then only to the extent of) any rights and obligations under Article V to the extent transferable in accordance with this Section 6.07. Notwithstanding anything to the contrary set forth herein, each Purchaser may without the consent of any other party grant powers of attorney, operative only upon a default of the Company in respect of its obligations under Article II to issue the Notes upon payment of the purchase price therefor in accordance with the terms of this Agreement (including satisfaction of the conditions set forth in Section 2.02(d)), to any lender under any Permitted Loan or to any financial institution in connection with a Permitted Debt Financing Transaction, in each case to act on behalf of such Purchaser to enforce such obligation. Notwithstanding any other provision in this Section 6.07, if prior to the end of the Certain Funds Period, any Original Purchaser transfers or assigns any of its rights and obligations under this Agreement to any Affiliate (including any subsequent transfers or assignments from such Affiliate to another Affiliate) in accordance with this Section 6.07 such Original Purchaser shall remain on risk and liable for all of the obligations applicable to the Original Purchaser under this Agreement, including but not limited to the obligation of such Original Purchaser to purchase any Notes which such Original Purchaser has transferred or assigned to any Affiliate (including any subsequent transfers or assignments from such Affiliate to another Affiliate) and in respect of which the relevant Affiliate was obliged to purchase on the Closing Date but has failed to purchase on such date, in each case as if such transfer or assignment never occurred.

Section 6.08 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment,

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execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

(b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.08.

Section 6.09 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect provided that the economic and legal substance of, any of the Transactions is not affected in any manner materially adverse to any party. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intent and purpose hereof. To the extent permitted by law, the parties hereby to the same extent waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

Section 6.10 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party agrees that in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement, the non-breaching party shall be entitled (in addition to any other remedy that may be available to it, whether in law or equity) to obtain (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (ii) an injunction restraining such breach or threatened breach. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 6.11 Headings. The headings of Articles and Sections contained in this Agreement are for reference purposes only and are not part of this Agreement.

Section 6.12 Non-Recourse; Several Liability.

(a) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against the entities that are expressly named as parties hereto and their respective successors and assigns (including any Person that executes and delivers a Joinder). Except as set forth in the immediately preceding sentence, no past, present or future director, officer, employee, incorporator, member, partners, stockholder, Affiliate, agent, attorney or representative of any party hereto (collectively, the “Specified Persons”) shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby. All obligations of any Purchaser hereunder shall be several obligations of such Purchaser and, for the avoidance of doubt, not joint or joint and several obligations.

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(b) Notwithstanding anything to the contrary in this Agreement, each Purchaser’s aggregate liability for any liability, loss, damage or recovery of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under or in connection with any breach of this Agreement (whether willfully, intentionally, unintentionally or otherwise) or the failure of the Acquisition or the Closing to occur for any reason or otherwise in connection with the Transactions or this Agreement or in respect of any oral representations made or alleged to have been made in connection therewith shall be no greater than the aggregate Purchase Price (and, with respect to a particular Purchaser, no greater than such Purchaser’s share of the Purchase Price) and no Purchaser shall have any further liability or obligation relating to or arising out of this Agreement, the Transactions or any other agreement or document relating thereto in excess of such amount.

(c) Notwithstanding anything to the contrary herein, (i) the obligations of each Purchaser hereunder shall be several, and not joint and several, and no Purchaser shall be liable for any breach of a representation, warranty or covenant that is a result of any actions or omissions of the other and (ii) each Purchaser’s representations and warranties set forth in Section 3.02 are made solely with respect to itself. All consents from and waivers by the Purchasers as a group hereunder shall require the unanimous approval of each Purchaser.

Section 6.13 Competing Financing.

(a)  In the event that this Agreement is terminated prior to Closing and the Company pursues a Company Acquisition , the Company hereby agrees that prior to the later of (i) the date that is 12 months following the termination of this Agreement and (ii) 12 months following the lapse or withdrawal, as applicable, of the Acquisition, if the Company considers any Competing Financing (a “Competing Financing Opportunity”), it shall grant such Purchaser and its Affiliates the right, but not the obligation, to participate in such Competing Financing on the same terms and conditions as the Company would offer, or has offered, to any Third Party (such right, the “Competing Financing Right”).

(b) In connection with a Competing Financing Opportunity, the Company shall promptly deliver a notice (the “Competing Financing Notice”) to the Purchasers stating the terms and conditions of such Competing Financing Opportunity, including the amount of financing proposed, the price and maturity thereof and the interest rate thereon. To exercise the Competing Financing Right, the Purchasers or their respective Affiliates shall, within 30 days following receipt of such Competing Financing Notice, deliver written notice to the Company that it intends to exercise the Competing Financing Right with respect to all or any portion of the Competing Financing Opportunity. If the Purchasers or their respective Affiliates do not elect to exercise the Competing Financing Right within such time period, the Company, after complying with the terms of this Section 6.13, shall have the right to offer such Competing Financing Opportunity to a Third Party within 30 days from the expiration of the 30-day period, upon terms and conditions no more favorable than those specified in the Competing Financing Notice; provided that if the Company proposes to modify the proposed terms and conditions of any Competing Financing that any Purchaser and its respective Affiliates so declined, the terms of such modified Competing Financing shall be subject to this Section 6.13.

Section 6.14 Non-Reliance. The Company acknowledges and agrees that (i) it has conducted and will conduct, to the extent it deemed or deems necessary or appropriate, its own independent investigation of Target as, in its judgment, are necessary for it to make an informed decision with respect to the Transactions, including satisfying itself as to the financial condition and valuation of the Target and will rely exclusively on its own due diligence investigation and its own sources of information in evaluating the Target and the Transactions; and (ii) it has not relied, and will not rely, upon any information, reports, assessments, evaluation or analyses about the Target furnished to the Company by the Purchasers or their respective Affiliates for any purpose, including without

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limitation the evaluation of the Transactions. The Company further agrees that it will not make any claims that it has so relied or that any Purchaser has any liability with respect thereto.

Section 6.15 Qualifying Spin-Off; Acquisition.

(a) Without prejudice to the requirements set forth in Section 4.07(a), in the event of a Qualifying Spin-Off, the Company will cause the applicable Spin Entity to enter into an investor rights agreement or similar agreement with the applicable SL Affiliates, which agreement will provide rights, benefits and terms as nearly equivalent as may be practicable to the terms provided for in this Agreement, including, for the avoidance of doubt, with respect to Article V.

(b) Without prejudice to the requirements set forth in Section 6.07, if (i) there occurs a sale, transfer, conveyance or other disposition of all or substantially all of the consolidated assets of the Company or (ii) the Company consummates any merger, consolidation or similar transaction and the Company is not the continuing or surviving corporation or entity of such consolidation or merger, so long as any Holder holds Registrable Securities, the Company will cause such Person that is the surviving entity or acquirer of the assets of the Company (and any Person that is the parent company of such surviving entity or acquirer in which a Holder receives securities in connection with such transaction) to enter into a registration rights agreement or similar agreement with such Holders, which agreement will provide rights, benefits and terms as nearly equivalent as may be practicable to the terms provided for in Article V of this Agreement, such that such Person shall assume all of the obligations of the Company set forth in Article V of this Agreement.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto or by their respective duly authorized officers, all as of the date first above written.

Viavi Solutions Inc.

By:	/s/ Ilan Daskal
	Name:	Ilan Daskal
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Investment Agreement]

	SLA II CM Victor Holdings, L.P.

	By: SLA II CM Victor GP, L.L.C., its general partner

	By: SLA II Victor Aggregator, L.P., its managing member

	By: SL Alpine II Aggregator GP, L.L.C., its general partner

	By: Silver Lake Alpine Associates II, L.P., its managing member

	By: SLAA II (GP), L.L.C., its general partner

	By: Silver Lake Group, L.L.C., its managing member

By:	/s/ Ken Hao
	Name:	Ken Hao
	Title:	Managing Director

	SLP VII CM Victor Holdings, L.P.

	By: SLP VII CM Victor GP, L.L.C., as general partner

	By: SLP VII Victor Aggregator, L.P., its managing member

	By: SLP VII Aggregator GP, L.L.C., its general partner

	By: Silver Lake Technology Associates VII, L.P., its managing member

	By: SLTA VII (GP), L.L.C., its general partner

By:	/s/ Ken Hao
	Name:	Ken Hao
	Title:	Managing Director

[Signature Page to Investment Agreement]

SCHEDULE I

PURCHASERS

Purchaser	Principal Amount of Notes	Purchase Price
SLA II CM Victor Holdings, L.P.	$80,000,000	$79,000,000
SLP VII CM Victor Holdings, L.P.	$320,000,000	$316,000,000
Total	$400,000,000	$395,000,000

EXHIBIT A

FORM OF NOTE

A-1

[FORM OF FACE OF SECURITY]

[INSERT security PRIVATE PLACEMENT LEGEND AND GLOBAL SECURITY LEGEND, AS REQUIRED]

[THIS SECURITY IS AN SL SECURITY WITHIN THE MEANING OF THE INDENTURE]¹

[INSERT ORIGINAL ISSUE DISCOUNT LEGEND, AS REQUIRED]

VIAVI SOLUTIONS INC.

Certificate No. _______

4.00% / 4.50% Convertible Senior PIK Toggle Notes Due 20[●] (the “Securities”)

[CUSIP No. [___]
ISIN No. [___] ]²

Viavi Solutions Inc., a Delaware corporation (the “Company,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to [_______]³ [Cede & Co.]⁴, or its registered assigns, the principal sum [of [___________] dollars ($[___________])]⁵ [as set forth in the “Schedule of Increases and Decreases in the Global Security” attached hereto, which amount, taken together with the principal amounts of all other outstanding Securities, shall not, unless permitted by the Indenture, exceed [FOUR HUNDRED MILLION] dollars ($400,000,000) in aggregate at any time, in accordance with the rules and procedures of the Depository]⁶, on [●], 20[●] (the “Maturity Date”), and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for.

Interest Payment Dates: [●] and [●].

Record Dates: [●] and [●].

The provisions on the back of this certificate are incorporated as if set forth on the face hereof.

¹	This is included for SL Securities.

²	This is included for Global Securities.

SL Securities that are Restricted Global Securities shall bear CUSIP [●] and ISIN [●].

SL Securities that are Unrestricted Global Securities shall bear CUSIP [●] and ISIN [●].

Restricted Global Securities other than SL Securities shall bear CUSIP [●] and ISIN [●].

Unrestricted Global Securities other than SL Securities shall bear CUSIP [●] and ISIN [●].

³	This is included for Physical Securities.

⁴	This is included for Global Securities.

⁵	This is included for Physical Securities.

⁶	This is included for Global Securities.

A-2

IN WITNESS WHEREOF, the Company has caused this instrument to be duly signed.

	VIAVI SOLUTIONS INC.

	By:
		Name:
		Title:

Dated: ________________

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to
in the within-mentioned Indenture.

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,

as Trustee

By:
	Authorized Signatory

Dated: ________________

[Authentication Page]

A-3

[FORM OF REVERSE OF SECURITY]

VIAVI SOLUTIONS INC.

4.00% / 4.50% Convertible Senior PIK Toggle Notes Due 20[●]

1. Interest. Viavi Solutions Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Security at a rate per annum equal to 4.00% with respect to interest paid in cash (“Cash Interest”) and 4.50% with respect to PIK Interest. The Company will pay interest, payable semi-annually in arrears, on [●] and [●] of each year, beginning on [●], 2024. Interest on the Securities will accrue on the principal amount from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, [●], 2024) in each case to, but excluding, the next Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company shall determine at least seven Business Days prior to any Interest Payment Date to pay Cash Interest or PIK Interest for the related interest period; provided that prior to any such election, the Company is deemed to have selected Cash Interest. In the event that the Company shall determine to pay PIK Interest for any interest period, then the Company shall deliver a notice (a “PIK Notice”) to the Trustee not less than seven (7) Business Days prior to the applicable Interest Payment Date. The Trustee, on behalf of the Company, shall promptly deliver a corresponding notice prepared by and provided by the Company to the Holders. For the avoidance of doubt, interest on the Securities in respect of any interest period for which a PIK Notice is not delivered in accordance with this paragraph must be paid entirely in cash. Any PIK Interest on the Securities will be payable to Holders and (x) with respect to the Global Securities, by increasing the principal amount of the outstanding Global Securities by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order from the Company, record such increase in principal amount and (y) with respect to Physical Securities, by issuing PIK Securities in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order from the Company, authenticate and deliver such PIK Securities in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders. Following an increase in the principal amount of the outstanding Global Securities as a result of a PIK Payment, the Global Securities will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Securities issued in certificated form will be distributed to Holders, will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. All Securities issued pursuant to a PIK Payment will mature on the Maturity Date and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Securities issued on the Issue Date. Any certificated PIK Security will be issued with the description “PIK Security” on the face of such PIK Security. Notwithstanding anything to the contrary, the payment of accrued interest in connection with any repurchases of the Securities as described in Article 3 of the Indenture shall be made solely in cash. The Company shall pay, in cash, interest on any overdue amount (including, to the extent permitted by applicable law, overdue interest) at the rate applicable to PIK Interest borne by the Securities. In certain circumstances, Special Interest will be payable in accordance with Section 6.01 of the Indenture (as defined

A-4

below). Any reference to “interest” shall be deemed to include any such PIK Interest and/or Special Interest.

2. Maturity. The Securities will mature on the Maturity Date.

3. Method of Payment. Except as provided in the Indenture, the Company will pay interest on the Securities in cash to the Persons who are Holders of record of Securities at the Close of Business on the Record Date set forth on the face of this Security immediately preceding the applicable Interest Payment Date. Holders must surrender Securities to a Paying Agent to collect the principal amount plus, if applicable, accrued and unpaid interest, if any, or the Fundamental Change Repurchase Price, payable as herein provided on the Maturity Date, or on any Fundamental Change Repurchase Date, as applicable.

4. Paying Agent, Registrar, Conversion Agent. Initially, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent without prior notice.

5. Indenture. The Company issued the Securities under an Indenture dated as of [●], 2024 (the “Indenture”), among the Company, the Guarantors and the Trustee. The Securities are subject to all terms set forth in the Indenture, and Holders are referred to the Indenture for a statement of such terms. The Securities are unsecured senior obligations of the Company limited to $400,000,000 aggregate principal amount, except as otherwise provided in the Indenture (and except for PIK Securities and Securities issued in substitution for destroyed, lost or wrongfully taken Securities). Terms used herein without definition and which are defined in the Indenture have the meanings assigned to them in the Indenture. In the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control.

6. Redemption. No redemption or sinking fund is provided for the Securities.

7. Repurchase at Option of Holder Upon a Fundamental Change. Subject to the terms and conditions of the Indenture, in the event of a Fundamental Change, each Holder of the Securities shall have the right, at the Holder’s option, to require the Company to repurchase such Holder’s Securities including any portion thereof in Authorized Denominations on the Fundamental Change Repurchase Date at a price payable in cash equal to the Fundamental Change Repurchase Price.

8. Conversion. The Securities shall be convertible into cash or a combination of cash and shares of Common Stock, as applicable, as specified in the Indenture. To convert a Security, a Holder must satisfy the requirements of Section 10.2(a) of the Indenture. A Holder may convert a portion of a Security if the portion is an Authorized Denomination.

Upon conversion of a Security, the Holder thereof shall be entitled to receive the Settlement Amount payable upon conversion, plus accrued and unpaid interest (accrued at the rate applicable to PIK interest) in accordance with Article 10 of the Indenture.

A-5

9. Guarantees. The Notes are entitled to the benefit of the Guarantees set forth in the Indenture (and subject to the limitations contained therein).

10. Denominations, Transfer, Exchange. The Securities are in registered form, without coupons, in Authorized Denominations. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with certain transfers or exchanges as set forth in the Indenture. The Company or the Trustee, as the case may be, shall not be required to register the transfer of or exchange any Security for which a Repurchase Notice has been delivered, and not withdrawn, in accordance with the Indenture, except the unrepurchased portion of Securities being repurchased in part.

11. Persons Deemed Owners. The registered Holder of a Security will be treated as its owner for all purposes. Only registered Holders of Securities shall have the rights under the Indenture.

12. Amendments, Supplements and Waivers. The Indenture contains provisions permitting the Company, the Guarantors and the Trustee in certain circumstances, without the consent of the Holders of the Securities, and in certain other circumstances, with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and in other circumstances with consent of the Holders of one hundred percent (100%) of the aggregate principal amount of the outstanding Securities, to amend or supplement the Indenture, the Securities or the Guarantees.

13. Defaults and Remedies. Subject to certain exceptions, if an Event of Default occurs and is continuing, the Trustee by notice to the Company or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then outstanding by notice to the Company and the Trustee may declare the principal of, and any accrued and unpaid interest on, all Securities to be due and payable immediately. If any of certain bankruptcy or insolvency-related Events of Default occurs and is continuing, the principal of, and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences if certain conditions specified in the Indenture are satisfied.

14. Trustee Dealings with the Company. The Trustee under the Indenture, or any banking institution serving as successor Trustee thereunder, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for, the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.

15. Authentication. This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent in accordance with the Indenture.

A-6

16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (Uniform Gifts to Minors Act).

17. Ranking. The Securities and the Guarantees shall be senior unsecured obligations of the Company and the Guarantors and will rank equal in right of payment to all senior unsecured indebtedness of the Company and the Guarantors, and will rank senior in right of payment to any indebtedness that is contractually subordinated to the Securities and the Guarantees.

THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

[Viavi Solutions Inc.

1445 South Spectrum Blvd, Suite 102

Chandler, Arizona 85286

Attention: Kevin Siebert, Vice President, General Counsel and Secretary]

Email: [●]

A-7

EXHIBIT B

FORM OF INDENTURE

B-1

Viavi Solutions Inc.

THE GUARANTORS PARTY HERETO

and

[U.S. BANK TRUST COMPANY, NATIONAL Association]

as Trustee

INDENTURE

Dated as of [●], 2024

4.00% / 4.50% CONVERTIBLE SENIOR PIK TOGGLE NOTES DUE 20[●]¹

¹ NTD: To be 7.5 years after the issue date.

TABLE OF CONTENTS

		Page

	Article 1
	Definitions

Section 1.01.	Definitions	2
Section 1.02.	Other Definitions	10
Section 1.03.	Rules of Construction	11
Section 1.04.	Incorporation by Reference of Trust Indenture Act	12
Section 1.05.	References to Interest	12

	Article 2
	The Securities

Section 2.01.	Form and Dating	12
Section 2.02.	Execution and Authentication	13
Section 2.03.	Registrar, Paying Agent and Conversion Agent	15
Section 2.04.	Paying Agent to Hold Money in Trust	15
Section 2.05.	Holder Lists	16
Section 2.06.	Transfer and Exchange	16
Section 2.07.	Replacement Securities	17
Section 2.08.	Outstanding Securities	17
Section 2.09.	Securities Held by the Company or an Affiliate	18
Section 2.10.	Temporary Securities	18
Section 2.11.	Cancellation	19
Section 2.12.	Defaulted Interest	19
Section 2.13.	Cusip Numbers	19
Section 2.14.	Deposit of Moneys	20
Section 2.15.	Book-Entry Provisions for Global Securities	20
Section 2.16.	Special Transfer Provisions	24
Section 2.17.	Restrictive Legends	25

	Article 3
	Repurchase At Option of Holder

Section 3.01.	Repurchase at Option of Holder Upon a Fundamental Change	26

	Article 4
	Covenants

Section 4.01.	Payment of Securities	31
Section 4.02.	Maintenance of Office or Agency	32
Section 4.03.	Annual Reports	32
Section 4.04.	Compliance Certificate	33
Section 4.05.	Stay, Extension and Usury Laws	34

Section 4.06.	Notice of Default	34
Section 4.07.	Future Guarantors	34

	Article 5
	Successors

Section 5.01.	When Company May Merge, Etc.	34
Section 5.02.	When Guarantors May Merge, Etc	35
Section 5.03.	Successor Substituted	35

	Article 6
	Defaults and Remedies

Section 6.01.	Events of Default	36
Section 6.02.	Acceleration	39
Section 6.03.	Other Remedies	39
Section 6.04.	Waiver of Past Defaults	40
Section 6.05.	Control by Majority	40
Section 6.06.	Limitation on Suits	40
Section 6.07.	Rights of Holders to Receive Payment and to Convert Securities	41
Section 6.08.	Collection Suit by Trustee	41
Section 6.09.	Trustee May File Proofs of Claim	41
Section 6.10.	Priorities	42
Section 6.11.	Undertaking for Costs	42

	Article 7
	Trustee

Section 7.01.	Duties of Trustee	42
Section 7.02.	Rights of Trustee	43
Section 7.03.	Individual Rights of Trustee	45
Section 7.04.	Trustee’s Disclaimer	45
Section 7.05.	Notice of Defaults	45
Section 7.06.	Compensation and Indemnity	45
Section 7.07.	Replacement of Trustee	46
Section 7.08.	Successor Trustee by Merger, Etc.	47
Section 7.09.	Eligibility; Disqualification	47
Section 7.10.	Preferential Collection of Claims Against Company	47
Section 7.11.	Reports by Trustee to Holders	47

	Article 8
	Discharge of Indenture

Section 8.01.	Termination of the Obligations of the Company	48
Section 8.02.	Application of Trust Money	48
Section 8.03.	Repayment to Company	48
Section 8.04.	Reinstatement	49

	Article 9
	Amendments
Section 9.01.	Without Consent of Holders	49
Section 9.02.	With Consent of Holders	50
Section 9.03.	Revocation and Effect of Consents	51
Section 9.04.	Notation on or Exchange of Securities	52
Section 9.05.	Trustee Protected	52
Section 9.06.	Effect of Supplemental Indentures	52

	Article 10
	Conversion

Section 10.01.	Conversion Privilege	52
Section 10.02.	Conversion Procedure and Payment Upon Conversion	54
Section 10.03.	Cash in Lieu of Fractional Shares	56
Section 10.04.	Taxes on Conversion	56
Section 10.05.	Company to Provide Common Stock	56
Section 10.06.	Adjustment of Conversion Rate	57
Section 10.07.	No Adjustment	67
Section 10.08.	Other Adjustments	69
Section 10.09.	Adjustments for Tax Purposes	69
Section 10.10.	Notice of Adjustment and Certain Events	69
Section 10.11.	Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on Conversion Privilege	70
Section 10.12.	Trustee’s Disclaimer	71
Section 10.13.	Rights Distributions Pursuant to Shareholders’ Rights Plans	72
Section 10.14.	Increased Conversion Rate Applicable to Certain Securities Surrendered in Connection with Make-Whole Fundamental Changes	72
Section 10.15.	Applicable Stock Exchange Restrictions	75

	Article 11
	Guarantee of Securities

Section 11.01.	Unconditional Guarantee	75
Section 11.02.	Limitation on Guarantor Liability	76
Section 11.03.	Release of a Guarantee	77
Section 11.04.	Waiver of Subrogation	77
Section 11.05.	No Set Off	78
Section 11.06.	Guarantee Obligations Continuing	78
Section 11.07.	[Reserved]	78
Section 11.08.	Guarantee Obligations Reinstated	78
Section 11.09.	Guarantee Obligations Not Affected	79
Section 11.10.	Waiver	80
Section 11.11.	Default and Enforcement	80

	Article 12
	Concerning the Holders
Section 12.01.	Action by Holders	80
Section 12.02.	Proof of Execution by Holders	80
Section 12.03.	Persons Deemed Absolute Owners	80

	Article 13
	Holders’ Meetings

Section 13.01.	Purpose of Meetings	81
Section 13.02.	Call of Meetings by Trustee	81
Section 13.03.	Call of Meetings by Company or Holders	82
Section 13.04.	Qualifications for Voting	82
Section 13.05.	Regulations	82
Section 13.06.	Voting	83
Section 13.07.	No Delay of Rights by Meeting	83

	Article 14
	Miscellaneous

Section 14.01.	Notices	83
Section 14.02.	Communication by Holders with Other Holders	85
Section 14.03.	Certificate and Opinion as to Conditions Precedent	85
Section 14.04.	Statements Required in Certificate or Opinion	86
Section 14.05.	Rules by Trustee and Agents	86
Section 14.06.	Legal Holidays	86
Section 14.07.	Duplicate Originals	86
Section 14.08.	Facsimile and PDF Delivery of Signature Pages	86
Section 14.09.	Governing Law	87
Section 14.10.	No Adverse Interpretation of Other Agreements	88
Section 14.11.	Successors	88
Section 14.12.	Separability	88
Section 14.13.	Table of Contents, Headings, Etc.	88
Section 14.14.	Calculations in Respect of the Securities	88
Section 14.15.	No Personal Liability of Directors, Officers, Employees or Shareholders	88
Section 14.16.	Force Majeure	88
Section 14.17.	Trust Indenture Act Controls	89
Section 14.18.	No Security Interest Created	89
Section 14.19.	Benefits of Indenture.	89
Section 14.20.	Withholding	89
Section 14.21.	U.S.A. Patriot Act	89

EXHIBITS

Exhibit A	Form of Security
Exhibit B-1A	Form of Security Private Placement Legend
Exhibit B-1B	Form of Common Stock Private Placement Legend
Exhibit B-2	Form of Legend for Global Security
Exhibit B-3	Form of Original Issue Discount Legend
Exhibit C	Form of Notice of Transfer Pursuant to Registration Statement
Exhibit D	Form of Certificate of Transfer
Exhibit E	Form of Certificate of Exchange

VIAVI SOLUTIONS INC.

Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of [●], 2024

§310(a)(1)	7.09
(a)(2)	7.09
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)	7.09
(b)	7.09
§ 311(a)	7.10
(b)	7.10
(c)	Not Applicable
§ 312(a)	2.05
(b)	13.02
(c)	13.02
§ 313(a)	7.11
(b)(1)	7.11
(b)(2)	7.11
(c)	7.11
(d)	7.11
§ 314(a)	4.03, 14.04
(b)	Not Applicable
(c)(1)	14.03
(c)(2)	14.03
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	14.04
(f)	Not Applicable
§ 315(a)	7.01
(b)	7.05
(c)	7.01
(d)	7.01
(e)	6.11
§ 316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	Not Applicable
(b)	6.07
(c)	2.12
§ 317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04

Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.

INDENTURE, dated as of [●], 2024, among Viavi Solutions Inc., a Delaware corporation (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein) and [U.S. Bank Trust Company, National Association], as trustee (the “Trustee,” as more fully set forth in Section 1.01).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 4.00% / 4.50% Convertible Senior PIK Toggle Notes due 20[●] (the “Securities”).

Article 1

Definitions

Section 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01.

“Affiliate” means, with respect to a specified Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For this purpose, “control” shall mean the power to direct the management and policies of a Person through the ownership of securities, by contract or otherwise.

“Applicable Procedures” means, with respect to any transfer or exchange of or for the beneficial interests in any Global Security, the rules and procedures of the Depository that apply to such transfer or exchange.

“Authorized Denomination” means, with respect to a Security, subject to the issuance of PIK Securities or the increase in the principal amount of a Security in order to evidence PIK Interest, a principal amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof, and after the issuance of PIK Securities or an increase in the principal amount of a Security due to the payment of PIK Interest, a principal amount of $1.00 and integral multiples of $1.00 in excess thereof.

“Bankruptcy Custodian” means any receiver, trustee, liquidator or similar official under any Bankruptcy Law.

“Bankruptcy Law” means Title 11, U.S. Code or any similar U.S. Federal or State law for the relief of debtors, or any analogous foreign law applicable to the Company or its Subsidiaries, as the case may be.

“Board of Directors” means the board of directors of the Company or any committee thereof authorized to act for it.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Capital Stock” of any Person means any and all shares, interests, participations or other equivalents (however designated) of capital stock of such Person and all warrants or options to acquire such capital stock.

“Change in Control” shall be deemed to have occurred at such time as:

(a) any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act as in effect on the Issue Date) of more than fifty percent (50%) of the total outstanding voting power of all classes of the Company’s Capital Stock entitled to vote generally in the election of directors (“Voting Stock”);

(b) the consummation of a sale, transfer, lease, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company and/or one or more of the Company’s direct or indirect Subsidiaries (for the avoidance of doubt a merger or consolidation of the Company with or into another Person is not subject to this clause (b));

(c) any transaction or series of related transactions is consummated in connection with which (whether by means of merger, exchange, liquidation, tender offer, consolidation, combination, reclassification, recapitalization, acquisition or otherwise) all or substantially all of the Common Stock are exchanged for, converted into, acquired for or constitutes solely the right to receive other securities, other property, assets or cash, but excluding the consummation of any merger, exchange, tender offer, consolidation or acquisition of the Company with or by another Person pursuant to which the Persons that “beneficially owned,” directly or indirectly, the shares of the Company’s Voting Stock immediately prior to such transaction “beneficially own,” directly or indirectly, immediately after such transaction, shares of the surviving, continuing or acquiring corporation’s Voting Stock representing at least a majority of the total outstanding voting power of all outstanding classes of Voting Stock of the surviving, continuing or acquiring corporation in substantially the same proportion relative to each other as such ownership immediately prior to such transaction other than changes in proportionality as a result of any cash/stock election provided under the terms of the definitive agreement regarding such transaction; or

(d) the adoption of a plan relating to the Company’s liquidation or dissolution.

Notwithstanding the foregoing, (x) any transaction that constitutes a Change in Control pursuant to both clause (a) and clause (c) shall be deemed a Change in Control solely under clause (c) above and (y) a transaction or transactions described in any of clause (a) through (c) above (including any merger of the Company solely for the purpose of changing the Company’s

jurisdiction of incorporation) shall not constitute a “Change in Control” if (i) at least ninety percent (90%) of the consideration received or to be received by holders of the Common Stock or Reference Property into which the Securities have become convertible pursuant to Section 10.11 (other than cash payments for fractional shares or pursuant to statutory appraisal rights) in connection with such transaction or transactions consists of common equity listed or quoted on The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) (or which will be so traded when issued or exchanged in connection with such consolidation or merger) and (ii) as a result of such transaction or transactions, the Securities become convertible or exchangeable for such consideration pursuant to Section 10.11.

“Close of Business” means 5:00 p.m., New York City time.

“Closing Sale Price” on any date means the per share price of the Common Stock on such date, determined (i) on the basis of the closing sale price per share (or if no closing sale price per share is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in the composite transactions for the Relevant Stock Exchange; or (ii) if the Common Stock is not listed on a U.S. national securities exchange on the relevant date, the last quoted bid price for the Common Stock on the relevant date, as reported by OTC Markets Group, Inc. or a similar organization; provided, however, that in the absence of any such report or quotation, the “Closing Sale Price” shall be the price determined by a nationally recognized independent investment banking firm retained by the Company for such purpose as most accurately reflecting the per share price that a fully informed buyer, acting on his own accord, would pay to a fully informed seller, acting on his own accord in an arm’s-length transaction, for one share of Common Stock. The Closing Sale Price shall be determined without reference to after-hours or extended market trading.

“Common Stock” means the common stock, par value $0.001 per share, of the Company at the date of this Indenture, subject to Section 10.11.

“Company” means the party named as such above until a successor replaces it pursuant to the applicable provision hereof and thereafter means the successor. The foregoing sentence shall likewise apply to any such successor or subsequent successor.

“Company Order” means a written request or order signed on behalf of the Company by an Officer and delivered to the Trustee.

“Conversion Date” with respect to a Security means the date on which a Holder satisfies all the requirements for such conversion specified under Section 10.01(c).

“Conversion Notice” means a “Conversion Notice” in the form attached as Attachment 2 to the Form of Security attached hereto as Exhibit A.

“Conversion Price” means as of any date, $1,000 divided by the Conversion Rate as of such date.

“Conversion Rate” shall initially be 97.8474, subject to adjustment as provided in Article 10.

“Corporate Trust Office of the Trustee” means the principal office of the Trustee at which at any time this Indenture shall be administered, which office as of the date hereof is located at [One Federal Street, Boston, MA 02110, Attention: Global Corporate Trust Services / Karen R. Leyden-Beard (Viavi Solutions Inc. 4.00% / 4.50% Convertible Senior PIK Toggle Notes due 20[●])]. With respect to presentation for transfer or exchange, conversions or principal payment, such address shall be [One Federal Street, Boston, MA 02110, Attention: Global Corporate Trust Services / Karen R. Leyden-Beard (Viavi Solutions Inc. 4.00% / 4.50% Convertible Senior PIK Toggle Notes due 20[●])], or such other address as the Trustee may designate from time to time by written notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by written notice to the Holders and the Company).

“Credit Agreement[s]” means (i) the Credit Agreement dated May 5, 2020, among the Company, the guarantors identified therein, Wells Fargo Bank, National Association as agent and the lenders party thereto and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time) and (ii) the Credit Agreement dated [●], 2024, among the Company, the guarantors identified therein, [●] as agent and the lenders party thereto and any related notes, collateral documents, letters of credit and guarantees, including any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), in each case, as such agreement[s] may in whole or in part be amended, modified, renewed, refunded, replaced, restated, substituted, refinanced, supplemented or restated from time to time (whether with the original agents and lenders or other agents or lenders and/or through the sales of debt securities to institutional investors or otherwise or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders or institutional investors).²

“Daily Conversion Value” means, for each of the twenty (20) consecutive Trading Days during the Observation Period, one-twentieth (1/20) of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

“Daily Net Cash Portion” means, for each of the twenty (20) consecutive Trading Days during the Observation Period, the product of:

(a) the Cash Percentage;

(b) the Daily Share Amount for such Trading Day; and

² NTD: To be updated with proper Credit Agreement description at closing.

“Daily Settlement Amount,” for each of the twenty (20) consecutive Trading Days during the Observation Period, shall consist of:

(a) cash in an amount equal to the lesser of (i) $50.00 and (ii) the Daily Conversion Value on such Trading Day; and

(b) if the Daily Conversion Value on such Trading Day exceeds $50.00, a number of shares of Common Stock equal to (i) the difference between the Daily Conversion Value and $50.00, divided by (ii) the Daily VWAP for such Trading Day (the “Daily Share Amount”).

“Daily Share Amount” shall have the meaning specified in the definition of “Daily Settlement Amount.”

“Daily VWAP” means, for each Trading Day during the relevant Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “VIAV <equity> AQR”(or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Depository” means The Depository Trust Company, its nominees and successors.

“Ex Date” means the first date on which the Common Stock trades on the Relevant Stock Exchange, regular way, without the right to receive the issuance, dividend or distribution in question from the Company or, if applicable, from the seller of Common Stock on the Relevant Stock Exchange (in the form of due bills or otherwise) as determined by the Relevant Stock Exchange.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Fundamental Change” shall be deemed to occur upon the occurrence of either a Change in Control or a Termination of Trading.

“Guarantee” means a guarantee by a Guarantor of the Company’s obligations with respect to the Securities in accordance with Article 11.

“Guarantor” means each Subsidiary of the Company that is party to this Indenture or hereafter executes a supplemental indenture providing its Guarantee pursuant to the terms of this Indenture, and subject to the provisions of Article 11, in each case, shall include such Subsidiary’s successors and assigns.

“Holder” means a Person in whose name a Security is registered on the Registrar’s books.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.

“Interest Payment Date” means [●] and [●] of each year, beginning on [●], 2024.

“Investment Agreement” means the Investment Agreement, dated as of [●], 2024, by and among the Company, SLP VII CM Victor Holdings, L.P. and SLA II CM Victor Holdings, L.P. The Trustee shall be deemed to have no knowledge of the terms of the Investment Agreement or to monitor any party’s compliance therewith.

“Issue Date” means [●], 2024.

“Make-Whole Fundamental Change” means an event described in the definition of Fundamental Change, after giving effect to any exceptions to or exclusions from the definition of Change in Control (including, without limitation, the exception described in the paragraph immediately following such clauses), but without regard to the exclusion set forth in clause (c) of the definition of Change in Control.

“Market Disruption Event” means, with respect to the Common Stock or any other security, (i) a failure by the Relevant Stock Exchange to open for trading during its regular trading session or (ii) the occurrence or existence for more than one-half hour period in the aggregate on any Scheduled Trading Day for Common Stock or such other security of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Relevant Stock Exchange or otherwise) of the Common Stock or such other security or in any options contracts or future contracts relating to the Common Stock or such other security, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such day.

“Maturity Date” means [●], 20[●].

“Observation Period” with respect to any Security surrendered for conversion means the twenty (20) consecutive Trading Day period beginning on, and including, the twentieth (20^th) Trading Day immediately preceding the applicable Conversion Date and ending on the Trading Day immediately preceding such Conversion Date.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company or a Guarantor, as applicable.

“Officers’ Certificate” when used with respect to the Company or a Guarantor, as applicable, means a certificate signed by an Officer of the Company or such Guarantor, as applicable, and delivered to the Trustee.

“Open of Business” means 9:00 a.m., New York City time.

“Opinion of Counsel” means a written opinion that meets the requirements of Section 14.04 from legal counsel who may be an employee of or counsel for the Company, or other counsel, including counsel for the transferor or transferee, who is reasonably acceptable to the Trustee.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.

“Physical Security” means permanent certificated Securities in registered non-global form issued in Authorized Denominations.

“PIK Interest” means payment of interest on the Securities through an increase in the principal amount of the outstanding Securities (in the case of Global Securities) or through the issuance of PIK Securities (in the case of Physical Securities), to the extent all interest due on an Interest Payment Date is so paid.

“record date” means, unless the context requires otherwise, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other security) have the right to receive any cash, securities or other property or in which Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Record Date” for interest payable in respect of any Security on any Interest Payment Date means, the [●] or [●] (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.

“Relevant Stock Exchange” means The NASDAQ Global Select Market or, if the Common Stock (or other security for which the Closing Sale Price must be determined) is not then listed on The NASDAQ Global Select Market, the principal other U.S. national securities exchange or market on which the Common Stock (or such other security) is then listed.

“Repurchase Notice” means a “Repurchase Notice” in the form attached as Attachment 3 to the form of Security attached hereto as Exhibit A.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter relating to this Indenture is referred because of such person’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.

“Restricted Global Security” means a Global Security that bears the Security Private Placement Legend.

“Restricted Security” means a Security that constitutes a “restricted security” within the meaning of Rule 144(a)(3) under the Securities Act until such time as such Security is freely tradable by a Person who is not (and has not been for the three months preceding the applicable transfer) an “affiliate” (as defined in such rule) pursuant to such rule. Each of the Securities issued on the Issue Date that bear the Security Private Placement Legend shall be Restricted Securities as of the Issue Date.

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the Relevant Stock Exchange. If the Common Stock is not listed on any U.S. national securities exchange, “Scheduled Trading Day” means a Business Day.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securities Agent” means any Registrar, Paying Agent or Conversion Agent.

“Settlement Amount” means the sum of the Daily Settlement Amounts for each Trading Day in the Observation Period.

“Significant Subsidiary” means any Subsidiary of a Person that would be a “Significant Subsidiary” of the Person within the meaning of Article 1, Rule 1-02(w) under Regulation S-X under the Exchange Act.

“SL Securities” means (a) any Restricted Global Securities identified by CUSIP number [●] and ISIN number [●] pursuant to Section 2.13, (b) any Unrestricted Global Securities identified by CUSIP number [●] and ISIN number [●] pursuant to Section 2.13, (c) any Physical Securities held in the name of any member of the Silver Lake Group (as defined in the Investment Agreement) and (d) any temporary Securities issued in exchange for or in lieu of the Securities referred to in clauses (a), (b) or (c) in which one or more members of the Silver Lake Group has a beneficial interest.

“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than fifty percent (50%) of the total voting power of the shares, interests, participations or other equivalents (however designated) of Capital Stock ordinarily entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or other voting members of the governing body thereof is at the time owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more Subsidiaries of such Person.

“Termination of Trading” shall be deemed to occur if the Common Stock (or other common equity into which the Securities are then convertible) is not listed for trading on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors).

“TIA” means the Trust Indenture Act of 1939, as amended and in effect from time to time.

“Trading Day” means a day on which (i) there is no Market Disruption Event, (ii) trading in the Common Stock generally occurs on the Relevant Stock Exchange or, if the Common Stock is not then listed on a U.S. national securities exchange, on the principal other market on which the Common Stock is then traded, and (iii) a Closing Sale Price for the Common Stock is available on such securities exchange or market; provided that if the Common Stock (or other security for which a Closing Sale Price must be determined) is not so listed or traded, “Trading Day” means a Business Day.

“Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the provisions hereof and thereafter means the successor. The foregoing sentence shall likewise apply to any such successor or subsequent successor.

“Unrestricted Global Security” means a Global Security that does not bear the Security Private Placement Legend.

Section 1.02. Other Definitions.

Term		Defined in Section

“Applicable Price”		10.14(d)
“Authorized Officers”		14.01(c)
“Cash Percentage”		10.02(a)
“Cash Percentage Notice”		10.02(a)
“Clause A Distribution”		10.06(c)
“Clause B Distribution”		10.06(c)
“Clause C Distribution”		10.06(c)
“Common Stock Private Placement Legend”		2.17(b)
“Conditional Conversion Notice”		10.14(f)
“Conversion Agent”		2.03
“Conversion Obligation”		10.01(a)
“Conversion Restricted Period”		10.01(b)
“Distributed Property”		10.06(c)
“Effective Date”		10.14(a)
“Electronic Means”		14.01(c)
“Event of Default”		6.01
“Fundamental Change Notice”		3.01(b)
“Fundamental Change Repurchase Date”		3.01(a)
“Fundamental Change Repurchase Price”		3.01(a)
“Fundamental Change Repurchase Right”		3.01(a)
“Global Securities”		2.01
“Guarantee Obligations”		11.01
“Initial Securities”		2.02
“Instructions”		13.01(c)
“Make-Whole Applicable Increase”		10.14(b)
“Make-Whole Conversion Period”		10.14(a)
“Merger Event”		10.11

“Participants”		2.15(a)
“Paying Agent”		2.03
“PIK Payment”		2.02
“PIK Securities”		2.02
“Pro Rata Amount”		10.06(c)
“Qualifying Spin-Off”		10.06(c)
“Reference Property”		10.11
“Registrar”		2.03
“Remaining SL Securities”		10.06(c)
“Repurchase Upon Fundamental Change”		3.01(a)
“Resale Restriction Termination Date”		2.17(a)
“Securities”		Preamble
“Security Private Placement Legend”		2.17
“SL Settlement Notice”		10.02(a)
“Special Interest”		6.01(k)
“Spin Entity”		10.06(c)
“Spin Notes”		10.06(c)
“Spin Notes Indenture”		10.06(c)
“Spin-Off”		10.06(c)
“Spin Stock Price”		10.06(c)
“Successor Company”		5.01
“Successor Guarantor”		5.02
“Trigger Event”		10.06(c)
“Valuation Period”		10.06(c)
“Voting Stock”		1.01
		(Definition of “Change in Control”)

Section 1.03. Rules of Construction. Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. generally accepted accounting principles in effect from time to time;

(iii) “or” is not exclusive;

(iv) “including” means “including without limitation”;

(v) words in the singular include the plural and in the plural include the singular;

(vi) provisions apply to successive events and transactions;

(vii) the term “principal” means the principal of any Security payable under the terms of such Securities, including any increase in the principal amount of such Securities as a result of a PIK Payment, unless the context otherwise requires;

(viii) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision of this Indenture;

(ix) references to currency shall mean the lawful currency of the United States of America, unless the context requires otherwise; and

(x) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified.

Section 1.04. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Securities.

“indenture security holder” means a holder of the Securities.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company and any successor obligor upon the Securities.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so defined.

Section 1.05. References to Interest. Unless the context otherwise requires, any reference to interest on, or in respect of, any Security in this Indenture shall be deemed to include PIK Interest and Special Interest if, in such context, PIK Interest and/or Special Interest is, was or would be payable. Unless the context otherwise requires, any express mention of PIK Interest or Special Interest in any provision hereof shall not be construed as excluding PIK Interest or Special Interest, as the case may be, in those provisions hereof where such express mention is not made.

Article 2

The Securities

Section 2.01. Form and Dating. The Securities and the Trustee’s certificate of authentication shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage; provided that such notations, legends or endorsements are in a form acceptable to the Company. Each Security shall be dated the date of

its authentication. Any PIK Security will be issued with the designation “PIK Security” on the face of such PIK Security.

So long as the Securities, or portion thereof, are eligible for book-entry settlement with the Depository, unless otherwise required by law, subject to Section 2.15, such Securities may be represented by one or more Securities in global form registered in the name of the Depository or the nominee of the Depository (“Global Securities”). The transfer and exchange of beneficial interests in any such Global Securities shall be effected through the Depository in accordance with this Indenture and the Applicable Procedures. Except as provided in Section 2.15, beneficial owners of a Global Security shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive Physical Securities and such beneficial owners will not be considered Holders of such Global Security.

(a) Securities. If the Securities are eligible for book-entry settlement with the Depository as of the Issue Date, the Securities shall be issued initially in the form of Global Securities and, if applicable, bearing any legends required by Section 2.17. If the Securities are not eligible for book-entry settlement with the Depository as of the Issue Date, the Securities shall be issued initially in the form of Physical Securities and, if applicable, bearing any legends required by Section 2.17. Physical Securities may be issued in exchange for Global Securities solely pursuant to Section 2.15. Physical Securities may be exchanged for interests in a Global Security pursuant to Section 2.06.

(b) Global Securities Generally. Any Global Securities shall represent such of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect issuances, repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the custodian for the Global Security, at the written direction of the Trustee, in such manner and upon instructions given by the Holder of such Securities in accordance with this Indenture. Payment of principal of, and interest on, any Global Securities (including the Fundamental Change Repurchase Price, if applicable) shall be made to the Depository in immediately available funds. The Company initially appoints the Trustee to act as the Depository’s custodian with respect to the Global Securities. The Company has entered into a letter of representations with the Depository in the form provided by the Depository and the Trustee and each Securities Agent are hereby authorized to act in accordance with such letter and the Applicable Procedures.

Section 2.02. Execution and Authentication. One duly authorized Officer shall sign the Securities for the Company by manual, electronic or facsimile signature.

A Security’s validity shall not be affected by the failure of an Officer whose signature is on such Security to hold, at the time the Security is authenticated, the same office at the Company.

A Security shall not be valid until duly authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

Upon a Company Order, the Trustee shall authenticate Securities for original issue in the aggregate principal amount of [$400,000,000] on the Issue Date (such Securities, and any Securities issued in exchange therefor or in substitution thereof, the “Initial Securities”).

If the Company elects to pay PIK Interest in respect of the Securities as set forth in the Form of Security attached hereto as Exhibit A, the Company will elect at least seven Business Days prior to any Interest Payment Date (subject to the restrictions described in the Form of Security attached hereto as Exhibit A) to (x) in the case of Global Securities, increase the outstanding principal amount of the Securities by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of an authentication order from the Company, record such increase in principal amount, or (y) in the case of Physical Securities, issue additional Securities (the “PIK Securities”) under this Indenture having the same terms (except that PIK Securities shall be made in a minimum denomination of $1.00 and integral multiples of $1.00) as the Securities in certificated form (pursuant to procedures agreed to by the Company and the Trustee in their reasonable discretion) in an aggregate principal amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar), in which case the Trustee will, upon receipt of an authentication order from the Company, authenticate and deliver such PIK Securities in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders (in each case, a “PIK Payment”). In the event that the Company shall determine to pay PIK Interest with respect to any Interest Payment Date, then the Company shall deliver a PIK Notice to the Trustee as required by the Form of Security attached hereto as Exhibit A. The Trustee, on behalf of the Company, shall promptly following receipt deliver to the Holders a copy of such notice provided by the Company and the Trustee. In the event that the Company does not elect to pay PIK Interest at least seven Business Days prior to any Interest Payment Date, the Company shall be deemed to have elected to pay interest in cash (and, for the avoidance of doubt, the failure to provide such notice will not constitute a Default or Event of Default). Any PIK Securities shall be considered to be part of the same series of, and rank equally and ratably with all other, Securities issued under this Indenture. All references to the “Securities” shall include the Initial Securities and any PIK Securities.

The Company may not, without the consent of Holders of one hundred percent (100%) in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for (x) the PIK Securities and (y) Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h), 9.04 and 10.02(f)).

Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend.

The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates.

If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in Authorized Denomination.

Section 2.03. Registrar, Paying Agent and Conversion Agent. The Company shall maintain, or shall cause to be maintained, (i) an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Securities may be presented for payment (“Paying Agent”) and (iii) an office or agency where Securities may be presented for conversion (“Conversion Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint or change one or more co-registrars, one or more additional paying agents and one or more additional conversion agents, subject to providing written notification to the Trustee of any such new registrar, paying agent or conversion agent, and may act in any such capacity on its own behalf. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Conversion Agent” includes any additional conversion agent.

The Company shall use reasonable best efforts to enter into an appropriate agency agreement with any Securities Agent not a party to this Indenture, if any. Such agency agreement, if any, shall implement the provisions of this Indenture that relate to such Securities Agent. The Company shall notify the Trustee in writing of the name and address of any Securities Agent not a party to this Indenture. If the Company fails to maintain an entity other than the Trustee as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such.

The Company initially appoints the Trustee as Paying Agent, Registrar and Conversion Agent.

Section 2.04. Paying Agent to Hold Money in Trust. Each Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all moneys held by the Paying Agent for the payment of the Securities, and shall notify the Trustee in writing of any Default by the Company in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds so paid by it. Upon payment over to the Trustee, the Paying Agent shall have no further liability for such money. If the Company acts as Paying Agent, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent; provided that the Company may not act as Paying Agent upon the occurrence and continuance of an Event of Default. Upon an Event of Default pursuant to Section 6.01(h) or (i), the Trustee shall automatically be the Paying Agent.

Section 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with Section 312(a) of the TIA. If the Trustee is not the Registrar, the Company shall furnish, or shall cause to be furnished, to the Trustee at least five (5) Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders appearing in the security register of the Registrar and the Company shall otherwise comply with Section 312(a) of the TIA.

Section 2.06. Transfer and Exchange. (a) Subject to Section 2.15 and Section 2.16, where Securities are presented to the Registrar with a request to register their transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange if its requirements under this Indenture for such transaction are met. To permit registrations of such transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request or upon the Trustee’s receipt of a Company Order therefor. The Company, the Registrar or the Trustee, as the case may be, shall not be required to register the transfer or exchange of any Security for which a Repurchase Notice has been delivered, and not withdrawn, in accordance with this Indenture, except if the Company has defaulted in the payment of the Fundamental Change Repurchase Price with respect to such Security or to the extent that a portion of such Security is not subject to such Repurchase Notice.

No service charge shall be made for any transfer, exchange or conversion of Securities, but the Company and the Trustee may require payment of a sum sufficient to cover any documentary, stamp, issue or transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Securities, other than exchanges pursuant to Section 2.07, Section 2.10, Section 3.01, Section 9.04 or Section 10.02, in each case, not involving any transfer.

(b) Exchanges of Physical Securities for Beneficial Interests in Global Securities. A Holder may request a transfer or exchange of a Physical Security for a beneficial interest in a Global Security and the Company shall use commercially reasonable efforts to cause the Physical Securities to be eligible for book-entry settlement with the Depository, if upon such transfer or exchange such interest could be held in an Unrestricted Global Security. If and when the Company is successful in causing the Physical Securities to be eligible for book-entry settlement with the Depository, a holder may transfer or exchange a Physical Security for a beneficial interest in a Global Security by (i) surrendering such Physical Security for registration of transfer or exchange, together with any endorsements or instruments of transfer required by any of the Company, the Trustee or the Registrar, at any office or agency maintained by the Company for such purposes pursuant to Section 4.02; (ii) if such Physical Security is a Restricted Security, delivering any documentation required by Section 2.16; (iii) complying with Section 2.16(e), if applicable, (iv) satisfying all other requirements for such transfer set forth in this Section 2.06 and Section 2.15; and (v) providing written instructions to the Trustee to make, or to direct the Registrar to make, an adjustment in its books and records with respect to the applicable Global Security to reflect an increase in the aggregate principal amount of the Securities represented by such Global Security, which instructions will contain information regarding the Depository account to be credited with such increase.

Upon the satisfaction of conditions (i), (ii), (iii), (iv) and (v), as applicable, the Trustee will cancel such Physical Security and cause, in accordance with the Applicable Procedures, the aggregate principal amount of Securities represented by such Global Security to be increased by the aggregate principal amount of such Physical Security, and will credit or cause to be credited the account of the Person specified in the instructions provided by the exchanging Holder in an amount equal to the aggregate principal amount of such Physical Security. If no Global Securities are then outstanding, the Company, in accordance with Section 2.02, will promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order and in accordance with Section 2.02, will authenticate, a new Global Security in the appropriate aggregate principal amount.

Section 2.07. Replacement Securities. If the Holder of a Security claims that the Security has been mutilated, lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate, at the Holder’s expense, a replacement Security upon surrender to the Trustee of the mutilated Security, or upon delivery to the Trustee of evidence of the loss, destruction or theft of the Security satisfactory to the Trustee and the Company. In the case of a lost, destroyed or wrongfully taken Security, if required by the Trustee or the Company, indemnity (including in the form of a bond) must be provided by the Holder that is reasonably satisfactory to the Trustee (with respect to the Trustee) and the Company to indemnify and hold harmless the Company, the Trustee or any Securities Agent from any loss that any of them may suffer if such Security is replaced.

In case any such mutilated, lost, destroyed or wrongfully taken Security has become due and payable, the Company in its discretion may, instead of issuing a new Security, pay the amounts due in respect of such Security as provided hereunder.

Every replacement Security is an additional obligation of the Company only as provided in Section 2.08.

Section 2.08. Outstanding Securities. Securities outstanding at any time are all the Securities authenticated by the Trustee (giving effect to, and as increased by, any payment of PIK Interest made thereon, including by increasing the aggregate principal amount of Global Securities by an amount equal to the PIK Interest payable, rounded up to the nearest whole dollar) except for those converted, those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. Except to the extent provided in Section 2.09, a Security does not cease to be outstanding because the Company or one of its Subsidiaries or Affiliates holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it, or a court holds, that the replaced Security is held by a protected purchaser.

If the Paying Agent (in the case of a Paying Agent other than the Company) holds, as of 11:00 a.m. New York City time on a Fundamental Change Repurchase Date or the Maturity Date, money sufficient to pay the aggregate Fundamental Change Repurchase Price or principal amount (plus accrued and unpaid interest, if any), as the case may be, with respect to all Securities to be repurchased or paid on such Fundamental Change Repurchase Date or the

Maturity Date, as the case may be, in each case, payable as herein provided on such Fundamental Change Repurchase Date or the Maturity Date, then (unless there shall be a Default in the payment of such aggregate Fundamental Change Repurchase Price, principal amount, or of such accrued and unpaid interest), except as otherwise provided herein, on and after such date such Securities shall be deemed to be no longer outstanding, interest on such Securities shall cease to accrue, and such Securities shall be deemed to be paid whether or not such Securities are delivered to the Paying Agent. Thereafter, all rights of the Holders of such Securities shall terminate with respect to such Securities, other than the right to receive the Fundamental Change Repurchase Price or principal amount, as the case may be, plus, if applicable, such accrued and unpaid interest in accordance with this Indenture. For the avoidance of doubt, any Securities that are not submitted by a Holder for a Repurchase Upon Fundamental Change pursuant to Section 3.01 shall remain outstanding and shall be unaffected by this paragraph.

If a Security is converted in accordance with Article 10 then, from and after the time of such conversion on the Conversion Date, such Security shall cease to be outstanding, and interest, if any, shall cease to accrue on such Security unless there shall be a Default in the payment or delivery of the consideration payable and/or deliverable hereunder upon such conversion (except that any such Security will remain outstanding solely for the purpose of receiving any interest or other amounts due following such conversion as set forth in this Indenture).

Section 2.09. Securities Held by the Company or an Affiliate. In determining whether the Holders of the required aggregate principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or any of its Subsidiaries or Affiliates shall be considered as though not outstanding, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be considered to be outstanding for purposes of this Section 2.09 if the pledgee establishes, to the satisfaction of the Trustee, the pledgee’s right so to concur with respect to such Securities and that the pledgee is not, and is not acting at the direction or on behalf of, the Company, any other obligor on the Securities, an Affiliate of the Company or an Affiliate of any such other obligor. In case of a dispute as to whether the pledgee has established the foregoing, any decision by the Trustee taken upon the advice of counsel shall provide full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are outstanding for the purpose of any such determination. Notwithstanding Section 316(a)(1) of the TIA (which, for the avoidance of doubt, shall not apply to this Indenture until this Indenture is qualified under the TIA) or anything herein to the contrary, to the fullest extent permitted by law, no SL Securities shall be deemed to be owned by the Company or any of its Subsidiaries or Affiliates for purposes of this Indenture, the Securities and any direction, waiver or consent with respect thereto.

Section 2.10. Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall, upon receipt of a Company Order therefor,

authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee, upon receipt of a Company Order therefor, shall authenticate definitive Securities in exchange for temporary Securities. Until so exchanged, each temporary Security shall in all respects be entitled to the same benefits under this Indenture as definitive Securities, and such temporary Security shall be exchangeable for definitive Securities in accordance with the terms of this Indenture.

Section 2.11. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange, payment or conversion. The Trustee shall promptly cancel all Securities surrendered for transfer, exchange, payment, conversion or cancellation in accordance with its customary procedures. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article 10. All cancelled Securities held by the Trustee shall be disposed of in accordance with its customary procedure for the disposal of cancelled securities.

Section 2.12. Defaulted Interest. If, and to the extent, the Company defaults in a payment of interest on the Securities, the Company shall pay in cash the defaulted interest in any lawful manner plus, to the extent not prohibited by applicable statute or case law, interest on such defaulted interest at the rate applicable to PIK Interest provided in the Securities. The Company may pay the defaulted interest (plus interest on such defaulted interest) to the Persons who are Holders on a subsequent special record date. The Company shall fix such special record date and payment date. At least fifteen (15) calendar days before the special record date, the Company shall send to Holders and the Trustee a notice that states the special record date, payment date and amount of interest to be paid. Upon the due payment in full, interest shall no longer accrue on such defaulted interest pursuant to this Section 2.12.

Section 2.13. Cusip Numbers. The Company in issuing the Securities may use one or more “CUSIP” numbers, and, if so, the Trustee shall use the CUSIP numbers in notices as a convenience to Holders; provided, however, that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of the CUSIP numbers printed on the notice or on the Securities; and provided further that reliance may be placed only on the other identification numbers printed on the Securities, and the effectiveness of any such notice shall not be affected by any defect in, or omission of, such CUSIP numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP numbers.

On the Issue Date, any Global Securities shall initially bear the CUSIP and ISIN numbers set forth in the following sentence. The CUSIP and ISIN numbers for any SL Securities that are Restricted Global Securities shall be [●] and [●], respectively; the CUSIP and ISIN numbers for the SL Securities that are Unrestricted Global Securities shall be [●] and [●], respectively; the CUSIP and ISIN numbers for any Restricted Global Securities other than SL Securities shall be [●] and [●], respectively; and the CUSIP and ISIN numbers for Unrestricted Global Securities other than SL Securities shall be [●] and [●], respectively.

Section 2.14. Deposit of Moneys. Prior to 11:00 a.m., New York City time, on each Interest Payment Date, the Maturity Date or any Fundamental Change Repurchase Date, the Company shall deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 2.04) money, in funds immediately available on such date, sufficient to make cash payments, if any, due on such Interest Payment Date, the Maturity Date or such Fundamental Change Repurchase Date, as the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment Date, the Maturity Date or such Fundamental Change Repurchase Date, as the case may be.

If any Interest Payment Date, the Maturity Date or any Fundamental Change Repurchase Date falls on a date that is not a Business Day, the payment due on such Interest Payment Date, the Maturity Date or such Fundamental Change Repurchase Date, as the case may be, shall be postponed until the next succeeding Business Day, and no interest or other amount shall accrue as a result of such postponement.

Section 2.15. Book-Entry Provisions for Global Securities. (a) Global Securities initially shall (i) be registered in the name of the Depository, its successors or their respective nominees, (ii) be delivered to the Trustee as custodian for the Depository, its successors or their respective nominees, as the case may be, and (iii) bear the legends such Global Securities are required to bear under Section 2.17.

Members of, or participants in, the Depository (“Participants”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Security, and the Depository (or its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever; provided, however, that each SL Security that is a Global Security shall be subject to the rights under Section 9.02 and Section 10.02(c) of the beneficial owners of such SL Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Securities Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(b) Except as otherwise set forth in this Section 2.15 or Section 2.16, transfers of Global Securities shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. In addition, one or more Physical Securities shall be transferred to each owner of a beneficial interest in a Global Security, as identified by the Depository, in exchange for its beneficial interest in the Global Securities if (i) the Depository notifies the Company that the Depository is unwilling or unable to continue as depository for any Global Security, or the Depository ceases to be a “clearing agency” registered under Section 17A of the Exchange Act, and, in either case, a successor Depository is not appointed by the Company within ninety (90) days of such notice or cessation or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the beneficial owner (via the Depository) of the relevant Securities to issue Physical Securities. For the avoidance of doubt, if any event described in clause (i) of the immediately preceding sentence occurs, any owner of a beneficial interest in any Global Security will be entitled to

receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities, and if any event described in clause (ii) of the immediately preceding sentence occurs, only the beneficial owner that has made a written request to the Registrar (via the Depository) will be entitled to receive one or more Physical Securities in exchange for its beneficial interest or interests in the Global Securities. The Company may also exchange beneficial interests in a Global Security for one or more Physical Securities registered in the name of the owner of beneficial interests if the Company and the owner of such beneficial interests agree to so exchange.

(c) The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as, to the extent applicable, the other provisions of this Section 2.15(c) that follow:

(i) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security (or a Restricted Global Security with the same CUSIP number) in accordance with the transfer restrictions set forth in the Security Private Placement Legend. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this clause (i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of a beneficial interest in a Global Security that are not addressed by Section 2.15(c)(i), there must be delivered (A) such instruction or order from a Participant or an Indirect Participant to the Depository, as may be required by the Applicable Procedures, directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in a Global Security contained in this Indenture, the Trustee shall adjust the principal amount of the Global Securities pursuant to Section 2.15(d).

(iii) Transfer and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in an Unrestricted Global Security. A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of this Section 2.15(c) and the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such Holder substantially in the form of Exhibit E; or

(B) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit D;

and, in each such case set forth in this clause (iii), if the Company or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that no registration under the Securities Act is required in connection with such exchange or transfer of beneficial interests to the relevant Person or in connection with any re-sales of the beneficial interests in the Unrestricted Global Security that are beneficially owned by such Person on the date of such opinion.

Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Security.

(iv) Transfer and Exchange of Beneficial Interests in one Restricted Global Security for Beneficial Interests in another Restricted Global Security. A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in a Restricted Global Security with a different CUSIP or different legends or transferred to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security with a different CUSIP or different legends if the exchange or transfer complies with the requirements of this Section 2.15(c) and the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in a Restricted Global Security with a different CUSIP or different legends, a certificate from such Holder substantially in the form of Exhibit E; or

(B) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in a Restricted Global Security with a different CUSIP or different legends, a certificate from such holder in the form of Exhibit D.

Notwithstanding the foregoing or anything to the contrary provided herein, a holder of a beneficial interest in a Security that is not an SL Security may not exchange or transfer such beneficial interest for a beneficial interest in an SL Security.

(d) At such time as all beneficial interests in a particular Global Security have been exchanged for Physical Securities or a particular Global Security has been repurchased or

canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Physical Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

(e) In connection with the transfer of a Global Security in its entirety to beneficial owners pursuant to Section 2.15(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations.

(f) Any Physical Security delivered in exchange for an interest in a Global Security pursuant to Section 2.15(b), shall bear the same legend(s), if any, from Exhibit B-1A that are borne by the relevant Global Security, except to the extent the requirements of Section 2.15(c)(iii) or Section 2.15(c)(iv) are satisfied with respect to the removal or addition of any legend, mutatis mutandis for the fact that a Physical Security is being issued rather than a beneficial interest in a Global Security.

(g) The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Securities.

(h) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on the transfer of any interest in any Securities imposed under this Indenture or under applicable law (including any transfers between or among Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(i) Neither the Trustee nor any Securities Agent shall have any responsibility for any actions taken or not taken by the Depository.

(j) No service charge shall be made to or by a holder of a beneficial interest in a Global Security or to or by a Holder of a Physical Security for any registration of transfer or exchange.

(k) All Global Securities and Physical Securities issued upon any registration of transfer or exchange of Global Securities or Physical Securities shall evidence the same debt of the Company and entitled to the same benefits under this Indenture, as the Global Securities or Physical Securities surrendered upon such registration of transfer or exchange.

(l) Prior to due presentment for the registration of a transfer of any Security, the Trustee and the Company may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and, subject to Section 2.09, for all other purposes, and neither of the Trustee or the Company shall be affected by notice to the contrary.

(m) Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Securities of any authorized denomination or denominations of a like aggregate principal amount.

(n) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Securities to be exchanged at such office or agency. Whenever any Global Securities or Physical Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and send, the replacement Global Securities and Physical Securities which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02.

(o) Neither the Trustee nor any Securities Agent shall have any responsibility or obligation to any beneficial owner of an interest in the Global Securities, an agent member of, or a participant in, the Depository or other person with respect to the accuracy of the records of the Depository or its nominees or of any Participant or member thereof, with respect to any ownership interest in the Global Securities or with respect to the delivery to any Participant, agent member, beneficial owner or other Person (other than the Depository) of any notice or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. The rights of beneficial owners in any Global Securities shall be exercised only through the Depository, subject to its applicable rules and procedures. The Trustee and each agent may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its agent members, Participants and any beneficial owners.

Section 2.16. Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon

the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto.

(c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such Security only as provided in this Indenture and as permitted by applicable law.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

(d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

(e) Any Physical Securities that are purchased or owned by the Company, any Subsidiary of the Company or any other Affiliate of the Company or its Subsidiaries may not be resold by the Company, such Subsidiary or such Affiliate in a transaction in which the transferee takes its interest in the form of a beneficial interest in a Global Security unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities no longer being Restricted Securities.

Section 2.17. Restrictive Legends.

(a) Each Global Security and Physical Security that constitutes a Restricted Security shall bear the legend (the “Security Private Placement Legend”) as set forth in Exhibit B-1A on the face thereof until the date such Securities no longer constitute Restricted Securities as reasonably determined by the Company in good faith and evidenced by an Officers’ Certificate (such date, the “Resale Restriction Termination Date”).

No transfer of any Security prior to the Resale Restriction Termination Date will be registered by the Registrar unless the applicable box has been checked on the Form of Assignment attached as Attachment 1 to the Form of Security attached hereto as Exhibit A.

Any Security (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, on or after the Resale Restriction Termination Date, upon surrender of such Security for exchange to the Trustee in accordance with the provisions of this Article 2, be exchanged for a new Security or Securities, of like tenor and aggregate principal amount, which shall not bear the Security Private Placement Legend required by this Section 2.17(a) and shall not be assigned a restricted CUSIP number. In addition, on and after the Resale Restriction Termination Date, upon the request of any Holder and upon surrender of its Security for exchange, the Company shall exchange a Physical Security with the Security Private Placement Legend for a Physical Security without Security Private Placement Legend so long as the Holder covenants to the Company that it will offer, sell, pledge or otherwise transfer such Security in compliance with the Securities Act. The Company shall be entitled to instruct the Trustee in writing to cancel any Global Security as to which such restrictions on transfer shall have expired in accordance with their terms for exchange, and, upon such instruction, the Trustee shall provide evidence of cancellation of such Global Security; and any new Global Security exchanged therefor shall not bear the Security Private Placement Legend specified in this Section 2.17(a) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and promptly after a registration statement, if any, with respect to the Securities or any Common Stock issued upon conversion of the Securities has been declared effective under the Securities Act.

(b) Until the Resale Restriction Termination Date, any stock certificate representing Common Stock issued upon conversion of such Security, if any, shall, if such shares constitute Restricted Securities at their time of issuance, bear the legend (the “Common Stock Private Placement Legend”) as set forth in Exhibit B-1B unless such Common Stock have been transferred pursuant to a registration statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of such transfer, or have been sold pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act, or unless otherwise agreed by the Company in writing.

(d) Each Security issued with “original issue discount” for United States federal income tax purposes shall also bear the legend as set forth in Exhibit B-3.

Article 3

Repurchase At Option of Holder

Section 3.01. Repurchase at Option of Holder Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder of Securities shall have the right (the “Fundamental Change Repurchase Right”), at such Holder’s option, to require the Company to repurchase (a “Repurchase Upon Fundamental Change”) all of

such Holder’s Securities (or any portion thereof in an Authorized Denomination), on the effective date of such Fundamental Change or such later date elected by any Holder as described in Section 3.01(k) (such date, the “Fundamental Change Repurchase Date”), at a price, payable in cash, equal to one hundred percent (100%) of the principal amount of the Securities (or portion thereof) to be so repurchased, plus accrued and unpaid interest (at the rate applicable to PIK Interest), if any, thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to satisfaction of the following conditions:

(i) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, no later than the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, of a Repurchase Notice, in the form set forth in the Securities or any other form of written notice substantially similar thereto, in each case, duly completed and signed, with appropriate signature guarantee, stating:

(A) the certificate number(s) of the Securities that the Holder will deliver to be repurchased, if such Securities are Physical Securities;

(B) the principal amount of Securities to be repurchased, which must be an Authorized Denomination; and

(C) that such principal amount of Securities are to be repurchased pursuant to the terms and conditions specified in this Section 3.01; and

(ii) delivery to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice, at any time after the delivery of such Repurchase Notice, of such Securities (together with all necessary endorsements) with respect to which the Fundamental Change Repurchase Right is being exercised, if such Securities are Physical Securities, or book-entry transfer of the Securities, if the Securities are Global Securities, in compliance with the Applicable Procedures;

provided, however, that, (x) in the case of Physical Securities, if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the full amount of accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date shall be paid on the Fundamental Change Repurchase Date to the Holder of record of such Securities at the Close of Business on such Record Date (without any surrender of such Securities by such Holder) and shall be included in the Fundamental Change Repurchase Price and (y) (x) in the case of Global Securities, if such Fundamental Change Repurchase Date is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, then the full amount of accrued and unpaid interest, if any, to, but excluding, such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Securities at the Close of Business on such Record Date (without any surrender of such Securities by such Holder) and the Fundamental Change Repurchase Price shall not include such accrued but unpaid interest.

If such Securities are held in book-entry form through the Depository, the delivery of any Securities, Repurchase Notice, Fundamental Change Notice or notice of withdrawal pursuant to the immediately succeeding paragraph shall comply with the Applicable Procedures.

Notwithstanding anything herein to the contrary, any Holder that has delivered the Repurchase Notice contemplated by this Section 3.01(a) to the Company (if it is acting as its own Paying Agent) or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Notice shall have the right to withdraw such Repurchase Notice by delivery, at any time prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date (or, if there shall be a Default in the payment of the Fundamental Change Repurchase Price, at any time during which such Default is continuing), of a written notice of withdrawal to the Company (if acting as its own Paying Agent) or the Paying Agent, which notice shall be delivered in accordance with, and contain the information specified in, Section 3.01(b)(x).

The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written notice of withdrawal thereof.

(b) On or before the 20th Business Day prior to the date on which the Company anticipates consummating a Fundamental Change, the Company shall send, or cause to be sent, to all Holders of the Securities a notice, which notice shall contain the date on which the Fundamental Change is anticipated to be effected (or, if applicable, the date on which a Schedule TO or other schedule, form or report disclosing a Fundamental Change was filed) (the “Fundamental Change Notice”). The Company shall deliver a copy of the Fundamental Change Notice to the Trustee at the time such notice is delivered to the Holders. Each Fundamental Change Notice shall state:

(i) the events causing the Fundamental Change;

(ii) the anticipated date of the Fundamental Change;

(iii) the anticipated Fundamental Change Repurchase Date;

(iv) the last date on which the Fundamental Change Repurchase Right may be exercised, which shall be the Business Day immediately preceding the Fundamental Change Repurchase Date;

(v) the Fundamental Change Repurchase Price;

(vi) the names and addresses of the Paying Agent and the Conversion Agent;

(vii) the procedures that a Holder must follow to exercise the Fundamental Change Repurchase Right;

(viii) that the Fundamental Change Repurchase Price for any Security as to which a Repurchase Notice has been given and not withdrawn will be paid no later than the later of such Fundamental Change Repurchase Date and the time of book-entry transfer or delivery of the Security (together with all necessary endorsements);

(ix) that, except as otherwise provided herein with respect to Global Securities in the case of a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, on and after such Fundamental Repurchase Date, unless there shall be a Default in the payment of the Fundamental Change Repurchase Price, interest on Securities subject to Repurchase Upon Fundamental Change will cease to accrue, and all rights of the Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, the Fundamental Change Repurchase Price;

(x) that a Holder will be entitled to withdraw its election in the Repurchase Notice prior to the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, or such longer period as may be required by law, delivered in the same manner as the related Repurchase Notice was delivered and setting forth the name of such Holder, a statement that such Holder is withdrawing its election to have Securities purchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change, the certificate number(s) of such Securities to be so withdrawn (if such Securities are Physical Securities), the principal amount of the Securities of such Holder to be so withdrawn, which amount must be an Authorized Denomination and the principal amount, if any, of the Securities of such Holder that remain subject to the Repurchase Notice delivered by such Holder in accordance with this Section 3.01, which amount must be an Authorized Denomination; provided, however, that if there shall be a Default in the payment of the Fundamental Change Repurchase Price, a Holder shall be entitled to withdraw its election in the Repurchase Notice at any time during which such Default is continuing;

(xi) the Conversion Rate and any adjustments to the Conversion Rate that will result from such Fundamental Change (if applicable);

(xii) that Securities with respect to which a Repurchase Notice is given by a Holder may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price;

(xiii) that a Holder is entitled to delay the Fundamental Change Repurchase Date by following the procedures described in Section 3.01(k); and

(xiv) the CUSIP number or numbers, as the case may be, of the Securities.

At the Company’s request given at least five (5) Business Days before such notice is to be sent, the Trustee shall send such Fundamental Change Notice in the Company’s name and at the Company’s expense; provided, however, that the form and content of such Fundamental Change Notice shall be prepared by the Company.

No failure of the Company to give a Fundamental Change Notice shall limit any Holder’s right pursuant hereto to exercise a Fundamental Change Repurchase Right.

(c) Subject to the provisions of this Section 3.01, the Company shall pay, or cause to be paid, the Fundamental Change Repurchase Price with respect to each Security as to which

the Fundamental Change Repurchase Right shall have been exercised to the Holder thereof no later than the later of the Fundamental Change Repurchase Date and the time of book-entry transfer or when such Security is surrendered to the Paying Agent together with any necessary endorsements.

(d) The Company shall, in accordance with Section 2.14, deposit with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust in accordance with Section 2.04) money, in funds immediately available on the Fundamental Change Repurchase Date, sufficient to pay the Fundamental Change Repurchase Price upon Repurchase Upon Fundamental Change for all of the Securities that are to be repurchased by the Company on such Fundamental Change Repurchase Date pursuant to a Repurchase Upon Fundamental Change. The Paying Agent shall, promptly after delivering the Fundamental Change Repurchase Price to Holders entitled thereto and upon written demand by the Company, return to the Company as soon as practicable, any money in excess of the Fundamental Change Repurchase Price.

(e) Once the Fundamental Change Notice and the Repurchase Notice have been duly given in accordance with this Section 3.01, the Securities to be repurchased pursuant to a Repurchase Upon Fundamental Change shall, on the Fundamental Change Repurchase Date, become due and payable in accordance herewith, and, on and after such date (unless there shall be a Default in the payment of the Fundamental Change Repurchase Price), except as otherwise provided herein with respect to a Fundamental Change Repurchase Date that is after a Record Date for the payment of an installment of interest and on or before the related Interest Payment Date, such Securities shall cease to bear interest (whether or not book-entry transfer of the Securities has been made or the Securities have been delivered to the Paying Agent), and all rights of the relevant Holders of such Securities shall terminate, other than the right to receive, in accordance herewith, such consideration and any other applicable rights under those sections set forth in the proviso in Section 8.01.

(f) Securities with respect to which a Repurchase Notice has been duly delivered in accordance with this Section 3.01 may be converted pursuant to Article 10 only if such Repurchase Notice has been withdrawn in accordance with this Section 3.01 or the Company defaults in the payment of the Fundamental Change Repurchase Price.

(g) If any Security shall not be paid on the Fundamental Change Repurchase Date upon book-entry transfer or surrender thereof for Repurchase Upon Fundamental Change, the principal of, and accrued and unpaid interest on, such Security shall, until paid, bear interest, payable in cash (accrued at the rate applicable to PIK interest), and such Security shall be convertible pursuant to Article 10 if any Repurchase Notice with respect to such Security is withdrawn pursuant to this Section 3.01.

(h) Any Security that is to be submitted for Repurchase Upon Fundamental Change only in part shall be delivered pursuant to this Section 3.01 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing, with a notarization or medallion guarantee), and the Company shall promptly execute, and the Trustee shall promptly authenticate and make

available for delivery to the Holder of such Security without service charge, a new Security or Securities, of any Authorized Denomination as requested by such Holder, of the same tenor and in aggregate principal amount equal to the portion of such Security not duly submitted for Repurchase Upon Fundamental Change.

(i) Notwithstanding anything herein to the contrary, except in the case of an acceleration resulting from a Default relating to the payment of the Fundamental Change Repurchase Price, there shall be no purchase of any Securities pursuant to this Section 3.01 on any date if, on such date, the principal amount of the Securities shall have been accelerated in accordance with this Indenture and such acceleration shall not have been rescinded on or prior to such date in accordance with this Indenture. The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of such an acceleration.

(j) In connection with any Repurchase Upon Fundamental Change, the Company shall, to the extent required (i) comply with the provisions of Rule 13e-4, Rule 14e-1, Regulation 14E under the Exchange Act, and with all other applicable laws; (ii) file a Schedule TO or any other schedules required under the Exchange Act or any other applicable laws; and (iii) otherwise comply with all applicable United States federal and state securities laws in connection with any offer by the Company to repurchase the Securities; provided that any time period specified in this Article 3 shall be extended to the extent necessary for such compliance.

(k) By written notice to the Company delivered no later than the Close of Business on the Business Day immediately preceding the effective date of any Fundamental Change, a Holder may specify an alternative Fundamental Change Repurchase Date with respect to its Securities, which Fundamental Change Repurchase Date shall be no earlier than one Business Day immediately following delivery of such notice and shall be no later than thirty-five (35) Business Days after the effective date of such Fundamental Change (it being understood that if no such notice is delivered to the Company pursuant to this Section 3.01(k), any Notes subject to a validly issued (and not validly withdrawn) Repurchase Notice shall be repurchased on the effective date of such Fundamental Change). If a Holder elects an alternative Fundamental Change Repurchase Date pursuant to this Section 3.01(k), the term “Fundamental Change Repurchase Date” in this Indenture shall for all purposes refer to that alternative Fundamental Change Repurchase Date.

Article 4

Covenants

Section 4.01. Payment of Securities. The Company shall pay all amounts and make deliveries of securities due with respect to the Securities on the dates and in the manner provided in the Securities and this Indenture. All such amounts due in cash shall be considered paid on the date due if the Paying Agent holds (or, if the Company is acting as Paying Agent, the Company has segregated and holds in trust in accordance with Section 2.04) on that date money sufficient to pay the amount then due with respect to the Securities. The Company will pay, in money of the United States that at the time of payment is legal tender for payment of public and private debts, all amounts due in cash with respect to the Securities, which amounts shall be paid

(a) in the case of a Global Security, by wire transfer of immediately available funds to the account designated by the Depository or its nominee; and (b) in the case of a Physical Security, by wire transfer of immediately available funds to the account within the United States as specified in writing to the Paying Agent by such Holder or, if such Holder does not specify an account, by mailing a check to the address of such Holder set forth in the register of the Registrar. PIK Interest shall be considered paid on the date due if on such date the Trustee has received (i) a written order, pursuant to the Form of Security attached hereto as Exhibit A, from the Company signed by an Officer to increase the balance of any Global Security to reflect such PIK Interest (rounded up to the nearest whole dollar), or (ii) a PIK Security (rounded up to the nearest whole dollar) duly executed by the Company together with a written order, pursuant to Section 2.02, of the Company signed by an Officer requesting the authentication of such PIK Security by the Trustee. Interest will be computed on the basis of a 360-day year of twelve 30-day months. With respect to principal payments, presentation and surrender of Securities is required prior to final payment.

The Company shall pay, in cash, interest on any overdue amount (including, to the extent permitted by applicable law, overdue interest) accrued at the rate payable to PIK Interest.

Section 4.02. Maintenance of Office or Agency. The Company will maintain, or cause to be maintained, an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Securities may be surrendered for registration of transfer or exchange, payment or conversion. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain, or fail to cause to be maintained, any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may be made or served at the Corporate Trust Office of the Trustee.

The Company will maintain, or cause to be maintained, an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture (other than the type contemplated by Section 14.09(c)) may be served, provided that such office or agency may instead be at the principal office of the Company located in the United States (and, notwithstanding the final sentence of this Section 4.02, shall initially be at such office until the Company notifies the Trustee otherwise).

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby initially designates the Corporate Trust Office of the Trustee as an agency of the Company in accordance with Section 2.03; provided that, under no circumstances shall the Trustee be an agent for service of legal process on the Company.

Section 4.03. Annual Reports. (a) The Company shall provide to the Trustee a copy of each report the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act no later than the date 15 Business Days after such report is required to be filed

with the SEC pursuant to the Exchange Act (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act); provided, however, that each such report will be deemed to be so provided to the Trustee if the Company files such report with the SEC through the SEC’s EDGAR database no later than the time such report is required to be filed with the SEC pursuant to the Exchange Act (taking into account any applicable grace periods provided thereunder). To the extent the TIA then applies to this Indenture, the Company shall comply with TIA § 314(a).

(b) In addition, while the Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities and prospective investors, upon request, the information required to be delivered pursuant to Rule 144(c)(2) under the Securities Act.

(c) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

(d) The Trustee shall have no obligation or duty to determine or monitor whether the Company has delivered reports or filed such reports with the Commission in accordance with this Section 4.03.

If the Company is required to pay Special Interest to Holders, the Company shall provide a direction or order in the form of an Officers’ Certificate to the Trustee (and if the Trustee is not the Paying Agent, to the Paying Agent) of the Company’s obligation to pay such Special Interest no later than ten Business Days prior to the date on which any such Special Interest is scheduled to be paid. Such Officers’ Certificate shall set forth the amount of Special Interest to be paid by the Company on such payment date and direct the Trustee (or, if the Trustee is not the Paying Agent, to the Paying Agent) to make payment on the terms described in the final paragraph of Section 6.01. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine whether the Special Interest is payable, or with respect to the nature, extent, or calculation of the amount of the Special Interest owed, or with respect to the method employed in such calculation of the Special Interest.

Section 4.04. Compliance Certificate. The Company shall deliver to the Trustee, within one hundred and twenty (120) calendar days after the end of each fiscal year of the Company, commencing with the fiscal year ending [June 29, 2024]³, a certificate from the principal executive, financial or accounting officer of the Company stating that such officer has conducted or supervised a review of the activities of the Company, the Guarantors and their respective performance of obligations under this Indenture, the Securities and the Guarantees and that, based upon such review, no Default or Event of Default exists hereunder or thereunder or, if a Default or Event of Default then exists, specifying such event, status and the remedial action

³ NTD: To be updated depending on closing timing.

proposed to be taken by the Company and the Guarantors with respect to such Default or Event of Default.

Section 4.05. Stay, Extension and Usury Laws. The Company and each Guarantor covenant (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture, the Securities or the Guarantees; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.06. Notice of Default. Within 30 days of the Company’s becoming aware of the occurrence of any Default or Event of Default, the Company shall give written notice to the Trustee of such Default or Event of Default, and any remedial action proposed to be taken.

Section 4.07. Future Guarantors. If any Subsidiary of the Company becomes an issuer, borrower or guarantor of a Credit Agreement, the Company shall cause such Subsidiary to become a Guarantor hereunder by executing a supplemental indenture, in form reasonably satisfactory to the Trustee, to such effect within 10 days of the date on which such obligation to become a Guarantor hereunder arises, as the case may be, and the Company shall deliver an Officers’ Certificate and Opinion of Counsel to the Trustee in connection with such execution.

Article 5

Successors

Section 5.01. When Company May Merge, Etc. Subject to Section 5.03, the Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, to another Person, whether in a single transaction or series of related transactions, unless (i)(x) the Company is the continuing Person or (y) such other Person (the “Successor Company”) is organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia and assumes by supplemental indenture all of the obligations of the Company under the Securities and this Indenture and following such transaction or series of related transactions the Reference Property does not include interests in an entity that is a partnership for U.S. federal income tax purposes and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture. Notwithstanding the foregoing, if the Holders of SL Securities make an election to exchange in connection with a Qualifying Spin-Off pursuant to Section 10.06(c), such provisions will govern.

For purposes of this Section 5.01, the sale, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company to another Person other than the Company or one or more other Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the consolidated properties or assets of the Company

and its Subsidiaries, taken as a whole, shall be deemed to be the sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated properties or assets of the Company and its Subsidiaries, taken as a whole, to another Person.

The Company shall deliver to the Trustee substantially concurrently with or prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the absence of Defaults and Events of Default and other statements of fact) stating that the proposed transaction and, if required, such supplemental indenture (if any) will, upon consummation of the proposed transaction, comply with the applicable provisions of this Indenture.

Section 5.02. When Guarantors May Merge, Etc. Subject to Section 5.03, a Guarantor shall not consolidate with, or merge with or into, another Person, whether in a single transaction or series of related transactions, unless (i)(x) the Company or a Guarantor is the continuing Person or (y) such other Person (any such Person, a “Successor Guarantor”) is organized and existing under the laws of the United States of America, any state of the United States of America or the District of Columbia and assumes by supplemental indenture all of the obligations of such Guarantor under the Guarantees and this Indenture and (ii) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing under this Indenture.

Section 5.03. Successor Substituted. In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole, or any such consolidation or merger in which there is a Successor Guarantor, and upon the assumption by the Successor Company or such Successor Guarantor, as applicable, by supplemental indenture, executed and delivered to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Securities, the due and punctual payment of the Fundamental Change Repurchase Price with respect to all Securities repurchased on each Fundamental Change Repurchase Date, the due and punctual payment of the Investor Repurchase Price with respect to all Securities repurchased on each Investor Repurchase Date, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture, the Securities and the Guarantees to be performed by the Company or such Guarantor, as applicable, such Successor Company or Successor Guarantor shall succeed to and be substituted for the Company or such Guarantor, as applicable, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead

of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Securities that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Securities that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In the event of any such consolidation, merger or any sale, transfer, conveyance or other disposition (but not in the case of a lease) with respect to the Company, upon compliance with this Article 5, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 5, except in the case of a lease, shall be released from its liabilities as obligor and maker of the Securities and its obligations under this Indenture shall terminate.

In case of any such consolidation, merger or any sale, transfer, lease, conveyance or other disposition, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Article 6

Defaults and Remedies

Section 6.01. Events of Default. An “Event of Default” occurs if:

(a) the Company fails to pay the principal of any Security when due, whether on the Maturity Date, on a Fundamental Change Repurchase Date with respect to a Fundamental Change, upon acceleration or otherwise;

(b) the Company fails to pay an installment of interest on any Security when due (in cash or through the crediting of PIK Interest or the issuance of PIK Securities), if the failure continues for thirty (30) days after the date when due;

(c) the Company fails to satisfy its Conversion Obligations upon exercise of a Holder’s conversion rights pursuant hereto;

(d) (i) the Company or any Guarantor fails to comply with its obligations under Article 5 or (ii) the Company fails to issue a Fundamental Change Notice in accordance with Section 3.01(b) and notice of a Make-Whole Fundamental Change in accordance with Section 10.14(e), in each case when due;

(e) the Company or any Guarantor fails to comply with any other term, covenant or agreement set forth in the Securities or this Indenture and such failure continues for the period, and after the notice, specified in the last paragraph of this Section 6.01;

(f) the Company, any Guarantor or any Significant Subsidiary of the Company fails to pay when due (whether at stated maturity or otherwise), after the expiration of any applicable grace period, the principal or interest on indebtedness for borrowed money, where the amount of such unpaid principal and/or interest is in an aggregate amount in excess of

$50,000,000 (or its foreign currency equivalent), or a default occurs that results in the acceleration of maturity, of any indebtedness for borrowed money of the Company, any Guarantor or any Significant Subsidiary of the Company in an aggregate amount in excess of $50,000,000 (or its foreign currency equivalent), and such failure or default continues for thirty (30) days after written notice of such failure or default is given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then outstanding;

(g) a final judgment for the payment in excess of $50,000,000 (or its foreign currency equivalent) (excluding any amounts covered by insurance or subject to a binding indemnity from a financially responsible third party with resources sufficient to pay such indemnity obligation when due) is rendered against the Company, any Guarantor or any Significant Subsidiary of the Company, which judgment is not discharged or stayed within thirty (30) days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;

(h) the Company, any Guarantor or any of the Company’s Significant Subsidiaries, pursuant to, or within the meaning of, any Bankruptcy Law, insolvency law, or other similar law now or hereafter in effect or otherwise, either:

(i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it in an involuntary case,

(iii) consents to the appointment of a Bankruptcy Custodian of it or for all or substantially all of its property, or

(iv) makes a general assignment for the benefit of its creditors;

(i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company, any Guarantor or any of the Company’s Significant Subsidiaries in an involuntary case or proceeding with respect to the Company, any Guarantor or any of the Company’s Significant Subsidiaries, or adjudicates the Company, any Guarantor or any of the Company’s Significant Subsidiaries insolvent or bankrupt,

(ii) appoints a Bankruptcy Custodian of the Company, any Guarantor or any of the Company’s Significant Subsidiaries for any substantial part of the Company’s, any Guarantor’s or any of the Company’s Significant Subsidiaries’ property, as the case may be, or

(iii) orders the winding up or liquidation of the Company, any Guarantor or any of the Company’s Significant Subsidiaries,

and, in the case of each of the foregoing clauses (i), (ii) and (iii) of this Section 6.01(i), the order or decree remains unstayed and in effect for at least sixty (60) consecutive days; or

(j) except as permitted by this Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligation under its Guarantee.

A Default under clause (e) above shall not be an Event of Default until (A) the Trustee notifies the Company in writing, or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then outstanding notify the Company and the Trustee in writing, of the Default and (B) the Default is not cured within sixty (60) days after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” If the Holders of at least twenty five percent (25%) in aggregate principal amount of the outstanding Securities request the Trustee to give such notice on their behalf, the Trustee shall, subject to the terms of this Indenture, do so. When a Default is cured, it ceases to exist for all purposes under this Indenture.

Notwithstanding anything to the contrary in the Securities or elsewhere in this Indenture, at the election of the Company, the sole remedy for an Event of Default specified in Section 6.01(e) relating to the failure by the Company to comply with Section 4.03(a) (the “Company’s Filing Obligations”), shall consist exclusively of the right to receive interest in the form of Cash Interest (or, to the extent any SL Securities remain outstanding and with the consent of Holders of a majority of the aggregate principal amount of the SL Securities outstanding, PIK Interest) (the “Special Interest”) on the Securities. (i) For the first 180 days of the 270-day period on which such Event of Default is continuing beginning on, and including, the date on which such an Event of Default first occurs, the Special Interest will accrue at a rate equal to 0.25% per annum, and (ii) for the last 90 days of such 270-day period as long as such Event of Default is continuing, the Special Interest will accrue at a rate equal to 0.50% per annum. This Special Interest, as applicable, will accrue on the Securities from and including the date on which an Event of Default relating to a failure to comply with the Company’s Filing Obligations first occurs to and including the 270th day thereafter (or such earlier date on which the Event of Default relating to such obligations shall have been cured or waived pursuant to Section 6.04). On such 271st day (or, if such Event of Default is cured or waived pursuant to Section 6.04 prior to such 271st day, on the date such Event of Default is so cured or waived), such Special Interest will cease to accrue and, if such Event of Default has not been cured or waived pursuant to Section 6.04 prior to such 271st day, then the Trustee or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then outstanding may declare one hundred percent (100%) of the principal of, and accrued and unpaid interest on, all of the Securities to be immediately due and payable. This provision shall not affect the rights of Holders in the event of the occurrence of any other Event of Default. If the Company elects to pay the Special Interest as the sole remedy for an Event of Default specified in Section 6.01(e) relating to the failure by the Company to comply with the Company’s Filing Obligations, the Company shall notify, in the manner provided for in Section 14.01, the Holders, the Paying Agent and the Trustee of such election at any time on or before the Close of Business on the date on which such Event of Default first occurs (which notice shall include a statement as

to the date from which Special Interest is payable). Upon the Company’s failure to give such notice, the Securities will be immediately subject to acceleration as provided in Section 6.02. If the Special Interest has been paid by the Company directly to the Persons entitled to it, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment.

Section 6.02. Acceleration. (a) Subject to the last paragraph of Section 6.01, if applicable, if an Event of Default (excluding an Event of Default specified in Section 6.01(h) or Section 6.01(i) with respect to the Company) has occurred and is continuing, either the Trustee, by written notice to the Company, or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then outstanding, by written notice to the Company and the Trustee, may declare one hundred percent (100%) of the principal of, and accrued and unpaid interest on, all the Securities to be immediately due and payable in full. Upon such declaration, the principal of, and any accrued and unpaid interest on, all Securities shall be due and payable immediately. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs with respect to the Company (and not solely with respect to one or more of its Significant Subsidiaries), one hundred percent (100%) of the principal of, and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may rescind or annul an acceleration and its consequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, except the nonpayment of principal or interest that has become due solely because of the acceleration, have been cured or waived (or are waived concurrently with such rescission or annulment) and (iii) all amounts due to the Trustee under Section 7.06 have been paid. Upon any such rescission or annulment, the Events of Default that were the subject of such acceleration shall cease to exist and deemed to have been cured for every purpose.

Section 6.03. Other Remedies. Notwithstanding any other provision of this Indenture, if an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of amounts due with respect to the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative.

In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities, and it shall not be necessary to make any Holders of the Securities parties to any such proceedings.

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of any waiver pursuant hereto or any rescission and annulment pursuant hereto or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Holders and

the Trustee shall, subject to any determination in such proceeding, be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Holders and the Trustee shall continue as though no such proceeding had been instituted.

Section 6.04. Waiver of Past Defaults. Subject to Section 6.07 and Section 9.02, the Holders of a majority in aggregate principal amount of the Securities then outstanding may on behalf of all Holders of Securities, by written notice to the Trustee, waive any past Default or Event of Default and its consequences, other than a Default or Event of Default (a) in the payment of the principal of, or interest on, any Security, or in the payment of the Fundamental Change Repurchase Price, (b) arising from a failure by the Company to convert any Securities in accordance with this Indenture or (c) in respect of any provision of this Indenture, the Securities or the Guarantees which, under Section 9.02, cannot be modified or amended without the consent of the Holder of each outstanding Security affected, if:

(i) all existing Defaults or Events of Default, other than the nonpayment of the principal of and interest on the Securities that have become due solely by the declaration of acceleration, have been cured or waived; and

(ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

When a Default or an Event of Default is waived, it is cured and ceases to exist for all purposes under this Indenture, but no such waiver will extend to any subsequent or other Default or Event of Default or impair any rights of Holders or the Trustee related thereto.

Section 6.05. Control by Majority. The Holders of a majority in aggregate principal amount of the Securities then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it with respect to the Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such directions are unduly prejudicial to such Holder). The Trustee shall have no obligation to act unless the Trustee is offered (and if requested, provided) indemnity satisfactory to it; provided that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

Section 6.06. Limitation on Suits. Except with respect to any proceeding instituted in accordance with Section 6.07, a Holder shall not have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver or a trustee, or for any other remedy under this Indenture unless:

(a) such Holder previously shall have given the Trustee written notice of a continuing Event of Default;

(b) the Holders of at least twenty five percent (25%) in aggregate principal amount of the Securities then outstanding shall have made a written request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder;

(c) such Holder or Holders shall have offered and if requested, provided to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense to or of the Trustee in connection with pursuing such remedy; and

(d) the Trustee shall have failed to comply with the request for sixty (60) days after receipt of such notice, request and offer of indemnity, and during such sixty (60) day period, the Holders of a majority in aggregate principal amount of the Securities then outstanding have not given the Trustee a direction that is inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). A Holder shall have the right to not enforce any right under this Indenture except in the manner herein.

Section 6.07. Rights of Holders to Receive Payment and to Convert Securities. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of all amounts (including any principal, interest or the Fundamental Change Repurchase Price) due with respect to the Securities, on or after the respective due dates as provided herein, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

In addition, notwithstanding any other provision of this Indenture, the right of any Holder to receive consideration due upon conversion of the Securities in accordance with Article 10, or to bring suit for the enforcement of such right, shall not be impaired or affected without the consent of the Holder.

Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or Section 6.01(b) has occurred and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount due with respect to the Securities, including any unpaid and accrued interest.

Section 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee, any predecessor Trustee and the Holders allowed in any judicial proceedings relative to the Company or its creditors or properties.

The Trustee may collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,

adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money in the following order:

First:

to the Trustee (in any capacity under this Indenture) for amounts due under Section 7.06;

Second:

to Holders for all amounts due and unpaid on the Securities, without preference or priority of any kind, according to the amounts due and payable on the Securities; and

Third:

the balance, if any, to the Company.

The Trustee, upon prior written notice to the Company, may fix a record date and payment date for any payment by it to Holders pursuant to this Section 6.10. At least fifteen (15) days before each such record date, the Trustee shall send to each Holder and the Company a written notice that states such record date and payment date and the amount of such payment.

Section 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit other than the Trustee of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by a Holder or group of Holders of more than ten percent (10%) in aggregate principal amount of the outstanding Securities.

Article 7

Trustee

Section 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Trustee need perform only those duties that are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which

by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(ii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section 7.01.

(e) The Trustee shall not be liable for interest on or the investment of any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event.

(g) The Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent or any records maintained by any co-Registrar with respect to the Securities.

Section 7.02. Rights of Trustee. (a) The Trustee may conclusively rely on any document believed by it in good faith to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document; if, however, the Trustee shall determine to make such further inquiry or investigation, it shall be entitled during normal business hours to examine the relevant books, records and premises of the Company, personally or by agent or attorney upon reasonable prior notice, at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it

takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.

(c) Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution.

(d) The Trustee may consult with counsel of its own selection, and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(e) The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(f) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its discretion, rights or powers conferred upon it by this Indenture; provided that the Trustee’s action does not constitute willful misconduct or negligence.

(g) Except with respect to Section 4.01, where it acts as Paying Agent, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article 4. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default occurring pursuant to Section 6.01(a) or (b) for which it acts as Paying Agent or (ii) any Default or Event of Default of which a Responsible Officer of the Trustee who shall have direct responsibility for the administration of this Indenture shall have received written notification or obtained actual knowledge. Delivery of reports, information and documents to the Trustee under Article 4 (other than Section 4.04 and 4.06) is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely on Officers’ Certificates).

(h) The Trustee shall be under no obligation to exercise any of the rights or powers vested by this Indenture at the request or demand of any of the Holders pursuant to this Indenture unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or demand.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Securities Agent, agent, custodian and other Person employed to act hereunder.

(j) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any Person authorized to sign

an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

(k) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee or any Securities Agent be liable under or in connection with this Indenture, the Securities and the Guarantees for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee or such Securities Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

(l) No bond or surety shall be required of the Trustee with respect to performance of the Trustee’s duties and powers hereunder.

(m) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by this Indenture, the Securities or the Guarantees.

(n) Any discretion, permissive right, or privilege of the Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation of the Trustee hereunder.

Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or any of its Affiliates with the same rights the Trustee would have if it were not Trustee. Any Securities Agent may do the same with like rights. The Trustee, however, must comply with Section 7.09.

Section 7.04. Trustee’s Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture, the Securities or the Guarantees; the Trustee shall not be accountable for the Company’s use of the proceeds from the Securities; and the Trustee shall not be responsible for any statement in the Securities other than its certificate of authentication.

Section 7.05. Notice of Defaults. If a Default or Event of Default occurs and is continuing as to which the Trustee is deemed to have knowledge in accordance with Section 7.02(g), then the Trustee shall send to each Holder a notice of the Default or Event of Default within thirty (30) days after receipt of such notice or after acquiring such knowledge, as applicable, unless such Default or Event of Default has been cured or waived; provided, however, that, except in the case of a Default or Event of Default in payment or delivery of any amounts due (including principal, interest, the Fundamental Change Repurchase Price or the consideration due upon conversion) with respect to any Security, the Trustee may withhold such notice if, and so long as it in good faith determines that, withholding such notice is in the best interests of Holders.

Section 7.06. Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services hereunder as shall be mutually agreed upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own gross negligence or willful misconduct, as determined by a final non-appealable order of a court

of competent jurisdiction. Such expenses shall include the reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business.

The Company shall indemnify each of the Trustee, each predecessor Trustee and their respective officers, directors, employees and agents for, and hold each of them harmless against, any and all loss, liability, damage, claim, cost or expense (including the reasonable fees and expenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it in connection with the acceptance or administration of this trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers and duties hereunder. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification; provided that failure to give such notice shall not relieve the Company of its obligations under this Section 7.06. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own gross negligence or willful misconduct, as determined by a final non-appealable order of a court of competent jurisdiction.

To secure the Company’s payment obligations in this Section 7.06, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay amounts due on particular Securities.

The indemnity obligations of the Company with respect to the Trustee provided for in this Section 7.06 shall survive any resignation or removal of the Trustee and any termination of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.07. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07. For the avoidance of doubt, the Trustee shall continue its role until the appointment of a successor Trustee is effective.

The Trustee may resign by so notifying the Company in writing thirty (30) days prior to such resignation. The Holders of a majority in aggregate principal amount of the Securities then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing and may appoint a successor Trustee with the Company’s consent. The Company may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.09;

(b) the Trustee is adjudged bankrupt or insolvent;

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed for any reason, the Company shall promptly appoint a successor Trustee so that no vacancy exists in the role of Trustee.

If a successor Trustee does not take office within thirty (30) days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Company’s expense), the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.09, the Company or any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.

Section 7.08. Successor Trustee by Merger, Etc. Any organization or entity into which the Trustee may be merged or converted or with which it may be consolidated, or any organization or entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any organization or entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such organization or entity shall be otherwise qualified and eligible under this Article 6, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Section 7.09. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that (a) is an entity organized and doing business under the laws of the United States of America or of any state thereof or the District of Columbia, (b) is subject to supervision or examination by federal or state authorities and (c) has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

Section 7.10. Preferential Collection of Claims Against Company. To the extent the TIA then applies to the Indenture, the Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). To the extent the TIA then applies to the Indenture, a Trustee who has resigned or been removed shall be subject to § 311(a) to the extent indicated.

Section 7.11. Reports by Trustee to Holders. Within one hundred and twenty (120) days after the end of each fiscal year of the Company, commencing with the fiscal year ending [June 29, 2024], the Trustee shall send to all Holders of the Securities, as their names and addresses appear on the register kept by the Registrar, a brief report in accordance with, and to the extent required under, TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the

twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also send all reports as required by TIA § 313(c). A copy of each report at the time of its delivery to the Holders of Securities shall be delivered to the Company and each stock exchange on which the Securities are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee in writing when the Securities are listed on any stock exchange or any delisting thereof.

Article 8

Discharge of Indenture

Section 8.01. Termination of the Obligations of the Company. This Indenture shall cease to be of further effect, and the Trustee shall execute instruments acknowledging satisfaction and discharge of this Indenture, if (a) either (i) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have been delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable at their scheduled maturity, upon conversion or Repurchase Upon Fundamental Change and in either case the Company irrevocably deposits, prior to the applicable due date, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) cash (or, in the case of conversion, delivers to the Holders in accordance with Article 10 cash or a combination of cash and Common Stock (and cash in lieu of any fractional shares), as applicable, solely to satisfy the Company’s Conversion Obligation) sufficient to satisfy all obligations due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07) on the Maturity Date, the relevant settlement date of any conversion or the Fundamental Change Repurchase Date, as the case may be; (b) the Company pays to the Trustee all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that Section 2.03, Section 2.04, Section 2.05, Section 2.08, Section 7.06, Section 7.07, Section 7.08, Section 7.09, Section 14.09 and Section 14.14, and this Article 8 shall survive any discharge of this Indenture until such time as all payments in respect of the Securities have been paid in full and there are no Securities outstanding; provided further, however, that Section 7.06 shall also survive after the Securities are paid in full and there are no Securities outstanding.

Section 8.02. Application of Trust Money. The Trustee shall hold in trust all money deposited with it pursuant to Section 8.01 and shall apply such deposited money through the Paying Agent and in accordance with this Indenture to the payment of amounts due on the Securities.

Section 8.03. Repayment to Company. Subject to applicable escheatment laws, the Trustee and the Paying Agent shall promptly notify the Company of, and pay to the Company upon the written request of the Company, any excess money or property held by them at any time. The Trustee or the Paying Agent, as the case may be, shall provide written notice to the Company of any money or property that has been held by it and has, for a period of two (2) years, remained unclaimed for the payment of the principal of, or any accrued and unpaid interest on, the

Securities. Subject to the requirements of applicable law, the Trustee and the Paying Agent shall pay to the Company upon the written request of the Company any money held by them for the payment of the principal of, or any accrued and unpaid interest on, the Securities that remains unclaimed for two (2) years. After payment to the Company, Holders entitled to the money must look to the Company for payment as general creditors, subject to applicable law, and all liability of the Trustee and the Paying Agent with respect to such money and payment shall, subject to applicable law, cease.

Section 8.04. Reinstatement. If any money, Common Stock or other consideration cannot be applied in accordance with Section 8.01 and Section 8.02 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company and the Guarantors under this Indenture, the Securities and the Guarantees shall be revived and reinstated as though no deposit or delivery had occurred pursuant to Section 8.01 and Section 8.02 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.01 and Section 8.02; provided, however, that if the Company has made any payment of amounts due with respect to any Securities because of the reinstatement of its obligations, then the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money, Common Stock or other consideration held by the Trustee or Paying Agent.

Article 9

Amendments

Section 9.01. Without Consent of Holders. The Company and the Guarantors may amend or supplement this Indenture, the Securities or the Guarantees without notice to or the consent of any Holder:

(a) to comply with Article 5 or Section 10.11;

(b) to secure the obligations of the Company in respect of the Securities or add additional guarantees with respect to the Securities (including, for the avoidance of doubt, any Guarantees by a Successor Guarantor pursuant to Article 11 or any Guarantee by an additional Guarantor as required by Section 4.07);

(d) to comply with the provisions of any securities depository, including the Depository, clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of any applicable Securities pursuant to this Indenture;

(e) to add to the covenants or Events of Default of the Company described in this Indenture for the benefit of Holders or to surrender any right or power conferred upon the Company;

(f) to make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture;

(g) to make any change that does not adversely affect the rights of any Holder;

(h) to permit the conversion of the Securities into Reference Property in accordance with Section 10.11;

(i) to provide for or confirm the issuance of PIK Securities pursuant to Section 2.02; or

(j) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture and any supplemental indenture under the TIA.

In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the Securities to cure any ambiguity, defect, omission or inconsistency in this Indenture in a manner that does not materially adversely affect the rights of any Holder (as determined in good faith by the Company).

Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Section 9.02. With Consent of Holders. Subject to the immediately succeeding paragraph, the Company and the Guarantors may amend or supplement this Indenture, the Securities or the Guarantees with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities (including, without limitation, consents obtained from Holders in connection with a purchase of, or tender or exchange offer for, Securities) and in compliance with Section 4.17 of the Investment Agreement. Subject to Section 6.04, Section 6.07, the immediately succeeding paragraph and Section 4.17 of the Investment Agreement, the Holders of a majority in aggregate principal amount of the outstanding Securities may, by written notice to the Trustee, waive by consent (including, without limitation, consents obtained from Holders in connection with a purchase of, or tender or exchange offer for, Securities) compliance by the Company and the Guarantors with any provision of this Indenture, the Securities or the Guarantees without notice to any other Holder. Notwithstanding the foregoing or anything herein to the contrary, without the consent of the Holder of each outstanding Security affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:

(a) change the stated maturity of the principal of, or the payment date of any installment of interest on, any Security;

(b) reduce the principal amount of any Security, or any interest on, any Security;

(d) change the ranking of the Securities;

(e) impair the right of any Holder to receive any payment on, or with respect to, or any delivery or payment due upon the conversion of, any Security or impair the right to

institute suit for the enforcement of any delivery or payment on, or with respect to, or due upon the conversion of, any Security;

(f) reduce the Fundamental Change Repurchase Price of any Securities or modify, in a manner adverse to Holders, the obligation of the Company pursuant to Section 3.01 to repurchase Securities upon the occurrence of a Fundamental Change;

(g) reduce the Conversion Rate other than as provided under this Indenture or adversely affect the right of Holders to convert Securities in accordance with Article 10;

(h) reduce the percentage in aggregate principal amount of outstanding Securities whose Holders must consent to a modification to or amendment of any provision of this Indenture or the Securities;

(i) other than in accordance with the provisions of this Indenture, eliminate any existing Guarantee of the Securities or modify the terms of any Guarantee in a manner adverse to Holders; or

(j) modify the provisions of Article 9 that require each Holder’s consent or the waiver provisions of Section 6.04 with respect to modification and waiver (including waiver of a Default or an Event of Default), except to increase the percentage required for modification or waiver or to provide for the consent of each affected Holder.

Notwithstanding the foregoing or anything to the contrary, so long as any SL Securities are outstanding, without the consent of the Holders of one hundred percent (100%) of the aggregate principal amount of the SL Securities, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not modify any provision contained in this Indenture specifically and uniquely applicable to the SL Securities in a manner adverse to the Holders of, or the holders of a beneficial interest in, the SL Securities.

Promptly after an amendment, supplement or waiver under Section 9.01 or this Section 9.02 becomes effective, the Company shall send, or cause to be sent, to Holders (with a copy to the Trustee) a notice briefly describing such amendment, supplement or waiver. Any failure of the Company to send such notice shall not in any way impair or affect the validity of such amendment, supplement or waiver.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

Section 9.03. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective (or until such earlier date as specified by the Company in connection with the solicitation of such consent), a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of a Security if the Trustee receives the notice of revocation before the date

the amendment, supplement or waiver becomes effective (or such earlier date specified by the Company in connection with the solicitation of such consent).

After an amendment, supplement or waiver becomes effective with respect to the Securities, it shall bind every Holder unless such amendment, supplement or waiver makes a change that requires, pursuant to Section 9.02, the consent of each Holder affected. In that case, the amendment, supplement or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. Any amendment to this Indenture, the Securities or the Guarantees shall be set forth in a supplemental indenture to this Indenture that complies with the TIA as then in effect, if the TIA is applicable to this Indenture.

Nothing in this Section 9.03 shall impair the Company’s and the Guarantors’ rights pursuant to Section 9.01 to amend this Indenture, the Securities or the Guarantees without the consent of any Holder in the manner set forth in, and permitted by, such Section 9.01.

Section 9.04. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security as directed and prepared by the Company about the changed terms and return it to the Holder. Alternatively, if the Company so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms.

Section 9.05. Trustee Protected. The Trustee shall sign any amendment, supplemental indenture or waiver authorized pursuant to this Article 9; provided, however, that the Trustee need not sign any amendment, supplement or waiver authorized pursuant to this Article 9 that adversely affects the Trustee’s rights, duties, liabilities or immunities. The Trustee shall receive and conclusively rely upon an Opinion of Counsel as to legal matters and an Officers’ Certificate as to factual matters that any supplemental indenture, amendment or waiver is permitted or authorized pursuant to this Indenture and constitutes the legal, valid and binding obligation of the Company and the Guarantors, as applicable, enforceable in accordance with its terms (subject to customary exceptions).

Section 9.06. Effect of Supplemental Indentures. Upon the due execution and delivery of any supplemental indenture in accordance with this Article 9, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes, and, except as set forth in Section 9.02 and Section 9.03, every Holder of Securities shall be bound thereby.

Article 10

Conversion

Section 10.01. Conversion Privilege. (a) Subject to the limitations of this Section 10.01, Section 10.02, Section 10.11 and the settlement provisions of Section 10.14(c) and the exceptions contained in Section 10.01(b), and upon compliance with the provisions of this Article 10, each Holder of a Security shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is an Authorized Denomination) of such Security at

any time beginning on [ ], 2027⁴ until the Close of Business on the Scheduled Trading Day immediately preceding the Maturity Date, in each case, at the then applicable Conversion Rate per $1,000 principal amount of Securities (subject to the settlement provisions of Section 10.02, the “Conversion Obligation”).

(b) Notwithstanding anything to the contrary in Section 10.01(a), if any of the following events occur following the Issue Date but prior to [ ], 2027 (the “Conversion Restricted Period”), each Holder of a Security shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is an Authorized Denomination) of such Security at any time from and including the date of such event until the Close of Business on the Scheduled Trading day immediately preceding the Maturity Date: (i) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs (regardless of whether a Holder has the right to require the Company to repurchase the Securities pursuant to Section 3.01), (ii) a Merger Event occurs or (iii) the Company enters into a definitive agreement of which the consummation of the transactions contemplated thereby would result in a Fundamental Change, Make-Whole Fundamental Change or Merger Event. In addition, notwithstanding anything in the contrary in Section 10.01(a), the restrictions on conversion contained in Section 10.01(a) shall not apply with respect to any conversion of the Notes in connection with (i) any exception contained in clauses (v) to (vii) of Section 4.02 of the Investment Agreement or (ii) a foreclosure or forestalling a foreclosure under a Permitted Debt Financing Transaction (as defined in the Investment Agreement); provided, however, that upon any conversion of a Security pursuant to clause (ii) of this sentence during the Conversion Restricted Period, the Company shall deliver to such converting Holder (x) a number of shares of Common Stock equal to (i) (A) the aggregate principal amount of Securities to be converted divided by (B) $1,000, multiplied by (ii) the Conversion Rate in effect on the applicable Conversion Date (provided that the Company shall deliver cash in lieu of fractional shares as described in Section 10.03) plus (y) an amount in cash equal to the accrued and unpaid interest on such Securities to, but excluding, the applicable Conversion Date (accrued at the rate applicable to PIK interest) as set forth in Section 10.02(d).

(c) To convert its Security, a Holder of a Physical Security must (i) complete and manually sign the Conversion Notice, or a facsimile thereof, with appropriate notarization or signature guarantee, and deliver the completed Conversion Notice or a facsimile thereof to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (iv) pay all transfer or similar taxes if required pursuant to Section 10.04. If a Holder holds a beneficial interest in a Global Security, to convert such Security, the Holder must comply with clause (iv) above and the Depository’s procedures for converting a beneficial interest in a Global Security.

(d) A Holder may convert a portion of the principal amount of a Security if such portion is an Authorized Denomination. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of such Security.

⁴ To be the third anniversary of the closing date.

Section 10.02. Conversion Procedure and Payment Upon Conversion.

(a) Subject to this Section 10.02 and Section 10.11 and the settlement provisions of Section 10.14(c), upon conversion of any Security, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Securities being converted, the applicable Settlement Amount, plus an amount in cash equal to the accrued and unpaid interest on such Securities to, but excluding, the applicable Conversion Date (accrued at the rate applicable to PIK interest) as set forth in Section 10.02(d).

(i) Subject to Section 10.02(a)(iv), not later than the Open of Business on the Business Day immediately following the relevant Conversion Date, the Company may specify the portion of the Daily Share Amount that will be settled in cash (any such portion of the Daily Share Amount to be settled in cash, the “Cash Percentage”) by written notice (a “Cash Percentage Notice”) to each converting Holder, the Trustee, the Conversion Agent (if other than the Trustee); provided, however, that the Company shall deliver a Cash Percentage Notice no later than the Close of Business on the Business Day immediately preceding [●], 202[●]⁵ to all Holders, the Trustee and the Conversion Agent (if other than the Trustee) with respect to all conversions occurring on or after [●], 202[●].

(ii) If the Company timely elects to specify a Cash Percentage, the amount of cash that the Company will deliver in lieu of all or applicable portion of the shares of Common Stock comprising the Daily Share Amount for any Trading Day in the applicable Observation Period will equal the Daily Net Cash Portion. The number of shares of Common Stock, if any, that the Company shall deliver in respect of each Trading Day in the applicable Observation Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage.

(iii) If the Company does not timely specify a Cash Percentage for a Conversion Date, the Company shall no longer have the right to specify a Cash Percentage with respect to the applicable conversion and shall be required to settle 100% of the Daily Share Amount for each Trading Day of the applicable Observation Period with shares of Common Stock, if any; provided that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of Securities in accordance with Section 10.03.

(iv) Notwithstanding anything herein to the contrary, the Company hereby initially elects to satisfy its Conversion Obligation with respect to any conversion of the SL Securities with a Cash Percentage of [●]%. The Company may only change the Cash Percentage with respect to any conversion of SL Securities by delivering a written notice that specifies the new Cash Percentage (“SL Settlement Notice”) to the Holders of SL Securities (with a copy to the Trustee and the Conversion Agent (if other than the Trustee)), and such newly specified Cash Percentage shall be effective no earlier than ten (10) Trading Days after the date on which such SL Settlement Notice was received by the Holders of the SL Securities.

⁵ NTD: To be three months prior to the maturity date.

(v) Upon the conversion of any Securities, the Company shall promptly (x) determine the Daily Settlement Amount and the amount of cash payable in lieu of delivering any fractional shares of Common Stock and (y) notify the Trustee, the Conversion Agent (if other than the Trustee) and such Holder(s) of Securities being so converted of the Daily Settlement Amount and the amount of cash payable in lieu of delivering any fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

(b) Each conversion shall be deemed to have been effected as to any Securities surrendered for conversion at the Close of Business on the applicable Conversion Date; provided, however, that the Person in whose name any shares of the Common Stock shall be issuable upon such conversion shall become the holder of record of such shares as of the Close of Business on such Conversion Date. Prior to such time, a Holder receiving Common Stock upon conversion shall not be entitled to any rights relating to such Common Stock, including, among other things, the right to vote and receive dividends and notices of shareholder meetings. The Company will determine the Conversion Date and the last Trading Day of the relevant Observation Period, as applicable, in accordance with the requirements set forth herein and notify the Trustee and the Holders of the same.

(c) Except as set forth in Section 10.14(c) and Section 10.11, in the case of any conversion of Securities, the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the first Business Day immediately following the relevant Conversion Date unless otherwise specified in the written notice referred to in the second proviso below; provided, however, the cash portion of the Conversion Obligation shall not be due until the earlier of (A) the 30^th calendar day immediately following the relevant Conversion Date and (B) the Maturity Date; provided further, that to the extent a portion of the Conversion Obligation is to be paid in shares of Common Stock, such shares of Common Stock shall be delivered on the day specified in a written notice from the owner(s) (or in the case of Global Securities, beneficial owner(s)) of the Securities being converted that is delivered to the Company on or prior to the Conversion Date, which delivery date (in respect of such shares of Common Stock) shall be no earlier than the first Business Day immediately following the relevant Conversion Date and be no later than the seventh Business Day immediately following the relevant Conversion Date (it being understood that if no such notice is delivered to the Company, then the Company shall deliver such shares on the first Business Day immediately following the relevant Conversion Date); provided, however, that if the delivery date is (or is deemed to be) the first Business Day immediately following the relevant Conversion Date and the Company is unable to deliver such shares on such date using commercially reasonable efforts to do so, it shall not constitute an Event of Default if such shares are so delivered on the second Business Day immediately following the relevant Conversion Date. In the case of a conversion of a Security in the form of a Global Security, such written notice shall include a certification therein that the beneficial owners delivering such written notice are holders that hold beneficial interests in the Securities subject to conversion. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver or

cause to be delivered to such Holder, or such Holder’s nominee(s) or transferee(s), certificates or a book-entry transfer through the Depository for the full amount of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation.

(d) Accrued and unpaid interest (accrued at the rate applicable to PIK interest), if any, to, but not including, the relevant Conversion Date shall be paid in cash to the applicable Holders upon conversion, together with the Conversion Obligation. If any Holder surrenders a Security for conversion after the Close of Business on the Record Date for the payment of an installment of interest but prior to the Open of Business on the next Interest Payment Date, then, notwithstanding such conversion, the full amount of interest payable with respect to such Security on such Interest Payment Date shall be paid on such Interest Payment Date to the Holder of record of such Security at the Close of Business on such Record Date.

(e) If a Holder converts more than one Security at the same time, the Conversion Obligation with respect to such Securities shall be based on the total principal amount of all Securities so converted.

(f) Upon surrender of a Security that is converted in part, the Company shall issue and the Trustee shall authenticate for the Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered.

Section 10.03. Cash in Lieu of Fractional Shares. The Company shall not issue fractional shares of Common Stock upon the conversion of a Security. Instead, the Company shall pay to converting Holders cash in lieu of fractional shares based on the Daily VWAP on the last Trading Day of the relevant Observation Period. If more than one Security shall be surrendered for conversion at one time by the same Holder, if the Cash Percentage, if any, is less than 100.0%, the number of full shares of Common Stock that shall be issuable upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Section 10.04. Taxes on Conversion. If a Holder converts its Security, the Company shall pay any documentary, stamp or similar issue or transfer tax or duty due on the issue, if any, of Common Stock upon the conversion. However, the Holder shall pay such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder’s name. The Company may refuse to deliver the certificate(s) representing the Common Stock being issued or delivered to the Holder or in a name other than such Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax or duty which will be due because shares of Common Stock are to be issued or delivered in a name other than such Holder’s name.

Section 10.05. Company to Provide Common Stock(a). The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued stock, for the purpose of effecting the conversion of the Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient for the conversion of all outstanding Securities into shares of Common Stock at any time (assuming, for such purposes, (i) delivery of the maximum number of Make-Whole Applicable Increase pursuant to Section 10.14, (ii) at the time of computation of such number of shares, all such Securities would

be converted by a single Holder and (iii) that the applicable Cash Percentage is zero). The Company shall, from time to time and in accordance with Delaware law, cause the authorized number of shares of Common Stock to be increased if the aggregate of the number of authorized shares of Common Stock remaining unissued shall not be sufficient for the conversion of all outstanding (and issuable as set forth above) Securities into shares of Common Stock at any time.

All Common Stock issued upon conversion of the Securities shall be validly issued, fully paid and non-assessable and shall be free of preemptive or similar rights and free of any lien or adverse claim that arises from the action or inaction of the Company.

The Company shall comply with all securities laws regulating the offer and delivery of any Common Stock upon conversion of Securities and shall list such shares on each national securities exchange or automated quotation system on which the Common Stock is listed on the applicable Conversion Date.

Section 10.06. Adjustment of Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events on or after the date of this Indenture:

(a) In case the Company shall pay or make a dividend or other distribution on its Common Stock consisting exclusively of Common Stock, the Conversion Rate shall be increased by multiplying such Conversion Rate by a fraction of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Ex Date for such dividend or distribution, and the numerator shall be the number of shares of Common Stock outstanding immediately after such dividend or distribution, in the following formula:

	CR’ = CR₀ X	OS’
	CR’ = CR₀ X	OS₀

where,

CR₀	=	the Conversion Rate in effect immediately prior to the Open of Business on the Ex Date of such dividend or distribution;

CR'	=	the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such dividend or distribution;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Ex Date for such dividend or distribution; and

OS'	=	the number of shares of Common Stock outstanding immediately after giving effect to such dividend or distribution.

In case the Company shall effect a share split or share combination, the Conversion Rate shall be proportionally increased, in the case of a share split, and proportionally reduced, in the case of a share combination, as expressed in the following formula:

	CR’ = CR₀ X	OS’
	CR’ = CR₀ X	OS₀

where,

CR₀	=	the Conversion Rate in effect immediately prior to the Open of Business on the effective date of such share split or share combination;

CR'	=	the Conversion Rate in effect immediately after the Open of Business on the effective date of such share split or share combination;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the Open of Business on the effective date of such share split or share combination; and

OS'	=	the number of shares of Common Stock outstanding immediately after giving effect to such share split or share combination.

Any adjustment made under this Section 10.06(a) shall become effective immediately after the Open of Business on the Ex Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 10.06(a) is declared but not so paid or made, or any share split or share combination of the type described in this Section 10.06(a) is announced but the shares of Common Stock are not split or combined, as the case may be, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or not to split or combine the shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or such share split or combination had not been announced.

(b) If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants entitling them, for a period expiring not more than forty-five (45) days immediately following the date of such distribution, to purchase or subscribe for Common Stock, at a price per share less than the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution, the Conversion Rate shall be increased based on the following formula:

	CR’ = CR₀ X	OS’ + X
	CR’ = CR₀ X	OS₀ + Y

where,

CR₀	=	the Conversion Rate in effect immediately prior to the Open of Business on the Ex Date for such distribution;

CR'	=	the Conversion Rate in effect immediately after the Open of Business on such Ex Date;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex Date;

X	=	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution.

Any increase made under this Section 10.06(b) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the Open of Business on the Ex Date for such distribution. To the extent that Common Stock is not delivered after expiration of such rights, options or warrants, the Conversion Rate shall be readjusted, effective as of the date of such expiration, to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such Ex Date for such distribution had not occurred.

In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase Common Stock at less than such average of the Closing Sale Prices for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate offering price of such Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. Except in the case of a readjustment of the Conversion Rate pursuant to the immediately preceding paragraph, the Conversion Rate shall not be decreased pursuant to this Section 10.06(b).

(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other of its assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of Common Stock, but excluding (i) dividends or distributions as to which an adjustment was effected pursuant to Section 10.06(a) or Section 10.06(b), (ii) dividends or distributions paid

exclusively in cash as to which an adjustment was effected pursuant to Section 10.06(d), (iii) distributions of Reference Property in a transaction described in Section 10.11, (iv) rights issued pursuant to a rights plan of the Company (i.e., a poison pill), except to the extent provided by Section 10.13, and (v) Spin-Offs to which the provisions set forth in the latter portion of this Section 10.06(c) shall apply (any of such shares of Capital Stock, indebtedness or other assets, securities or property or rights, options or warrants to acquire its Capital Stock or other securities, the “Distributed Property”), then, in each such case the Conversion Rate shall be increased based on the following formula:

	CR’ = CR₀ X	SP₀
	CR’ = CR₀ X	SP₀ – FMV

where,

CR₀	=	the Conversion Rate in effect immediately prior to the Open of Business on the Ex Date for such distribution;

CR'	=	the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such distribution;

SP₀	=	the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex Date for such distribution; and

FMV	=	the fair market value (as determined by the Board of Directors) of the Distributed Property distributable with respect to each outstanding share of Common Stock as of the Open of Business on the Ex Date for such distribution.

If the Board of Directors determines “FMV” for purposes of this Section 10.06(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex Date for such distribution.

Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP₀” (as defined above), in lieu of the foregoing increase, provision shall be made for each Holder of a Security to receive (without having to convert its Securities), for each $1,000 principal amount of Securities it holds, at the same time and upon the same terms as the holders of the Common Stock, the amount and kind of Distributed Property that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date for such distribution.

Any increase made under the portion of this Section 10.06(c) above shall become effective immediately after the Open of Business on the Ex Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased, effective as of the

date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

With respect to an adjustment pursuant to this Section 10.06(c) where there has been a payment of a dividend or other distribution on the Common Stock of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company, where such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”; and such Subsidiary or business unit, a “Spin Entity”), the Conversion Rate shall be increased based on the following formula:

	CR’ = CR₀ X	FMV₀ + MP₀
	CR’ = CR₀ X	MV₀

where,

CR₀	=	the Conversion Rate in effect immediately prior to the Open of Business on the Ex Date for the Spin-Off;

CR'	=	the Conversion Rate in effect immediately after the Open of Business on the Ex Date for the Spin-Off;

FMV₀	=	the average of the Closing Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock over the ten (10) consecutive Trading Days immediately following, and including, the Ex Date for a Spin-Off (the “Valuation Period”); and

MP₀	=	the average of the Closing Sale Prices of the Common Stock over the Valuation Period.

The increase to the Conversion Rate under the preceding paragraph shall be determined on the last Trading Day of the Valuation Period, but will be given effect immediately after the Open of Business on the Ex Date for such Spin-Off. Notwithstanding the foregoing, for purposes of determining the Conversion Rate in respect of any conversion during the Valuation Period, references within the portion of this Section 10.06(c) related to “Spin-Offs” to ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex Date for such Spin-Off to, but excluding, the relevant Conversion Date. If the period from and including the Ex Date for the Spin-Off to and including the last Trading Day of the Observation Period in respect of any conversion of Securities is less than ten (10) Trading Days, references in the portion of this Section 10.06(c) related to Spin-Offs with respect to ten (10) Trading Days shall be deemed to be replaced, solely in respect of that conversion of Securities, with such lesser number of Trading Days as have elapsed from, and including, the Ex Date for the Spin-Off to, and including, the last Trading Day of such Observation Period.

Notwithstanding the foregoing, in connection with a Qualifying Spin-Off (as defined below) and so long the Minimum Ownership Threshold (as defined in the Investment Agreement) is satisfied, Holders of SL Securities will have the option, exercisable by written notice to the Company delivered prior to the Close of Business on the Trading Day immediately following the last Trading Day of the Valuation Period for such Qualifying Spin-Off, to require the Company to cause the applicable Spin Entity to exchange a Pro Rata Amount (as defined below) of the SL Securities held by such Holders for the same amount of convertible senior PIK toggle notes issued by the Spin Entity (the “Spin Notes”). A “Pro Rata Amount” means the quotient obtained by dividing (i) the average of the Closing Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock in a Qualifying Spin-Off applicable to one share of Common Stock over the Valuation Period for such Qualifying Spin-Off (the “Spin Stock Price”), by (ii) the sum of (x) the Spin Stock Price and (y) the average of the Closing Sale Prices of the Common Stock over the Valuation Period for such Qualifying Spin-Off. A “Qualifying Spin-Off” means a Spin-Off where the Pro Rata Amount is greater than 15.0%. Any SL Security (or a portion thereof) (i) that the Holders thereof do not elect to exchange into the Spin Notes (whether or not a Spin-Off is a Qualifying Spin-Off) and (ii) that remain after the exchange of the applicable Pro Rata Amount into the Spin Notes shall be referred herein to as the “Remaining SL Securities,” and the Conversion Rate with respect to the Remaining SL Securities shall be increased based on the formula set forth in, and subject to the provisions of, the two immediately preceding paragraphs above in connection with any Spin-Off (including the Qualifying Spin-Off giving rise to the Holders’ option to exchange). The Remaining SL Securities will continue to be governed by, and entitled to the benefits of, this Indenture, including, without limitation, the rights for the Holders thereof set forth in Section 3.01 and under this Article 10.

If Holders of SL Securities so elect pursuant to the preceding paragraph, the Company will cause the Spin Entity to issue the Spin Notes under an indenture (the “Spin Notes Indenture”), which Spin Notes will accrue interest at a rate per annum equal to 4.00% with respect to interest paid in cash and 4.50% with respect to PIK interest (to be defined on equivalent terms as PIK Interest under this Indenture) and will mature on the Maturity Date. Such Spin Notes and Spin Notes Indenture will have terms as nearly equivalent as may be practicable to the terms provided for in the Securities (including the SL Securities) and this Indenture; provided that: (A) each $1,000 principal amount of Spin Notes, when issued, will be convertible into cash and/or shares of the listed Capital Stock or similar equity interests of the Spin Entity, with the Daily VWAP calculated based on the value of such listed Capital Stock or similar equity interests; (B) any amount that would have been payable in cash upon conversion of the Securities in accordance with Section 10.02 and 10.03 shall continue to be payable in cash upon conversion of the Spin Notes; (C) the Company shall continue to have the right to determine the Cash Percentage upon conversion of Securities in accordance with Section 10.02; and (D) the initial conversion rate applicable to the Spin Notes will be the Conversion Rate with respect to the Securities, adjusted based on the following formula (subject to further adjustments as nearly equivalent as adjustments under this Article 10 to be included in the Spin Notes Indenture):

	CR’ = CR₀ X	FMV₀ + MP₀
	CR’ = CR₀ X	FMV₀

where,

CR₀	=	the Conversion Rate in effect immediately prior to the Open of Business on the Ex Date for the Spin-Off;

CR'	=	the initial Conversion Rate for the Spin Notes;

FMV₀	=	the Spin Stock Price; and

MP₀	=	the average of the Closing Sale Prices of the Common Stock over the Valuation Period for a Qualifying Spin-Off.

The provisions of this Section 10.06(c) shall similarly apply to successive Spin-Offs. The Company shall not consummate any Qualifying Spin-Off unless the Company and the Spin Entity agree in writing to comply with this Indenture, including the provisions of this Section 10.06(c).

Subject in all respects to Section 10.13, rights, options or warrants distributed by the Company to all holders of its Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 10.06(c) (and no adjustment to the Conversion Rate under this Section 10.06(c), will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 10.06(c), as the case may be. If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex Date with respect to new rights, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 10.06(c), as the case may be, was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrants that

shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued.

For purposes of Section 10.06(a), Section 10.06(b) and this Section 10.06(c), any dividend or distribution to which this Section 10.06(c) is applicable that also includes one or both of:

(A) a dividend or distribution of Common Stock to which Section 10.06(a) is applicable (the “Clause A Distribution”); or

(B) a dividend or distribution of rights, options or warrants to which Section 10.06(b) is applicable (the “Clause B Distribution”),

then (1) such dividend or distribution, other than the Clause A Distribution and Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 10.06(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 10.06(c) with respect to such Clause C Distribution shall then be made and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 10.06(a) and Section 10.06(b) with respect thereto shall then be made, except that, if determined by the Board of Directors, the Ex Date of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex Date of the Clause C Distribution and any Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the Open of Business on the Ex Date for such dividend or distribution” or “outstanding immediately after the Open of Business on the effective date of such share split or share combination,” as the case may be within the meaning of Section 10.06(a) or “outstanding immediately prior to the Open of Business on the Ex Date for such distribution” within the meaning of Section 10.06(b).

Except in the case of a readjustment of the Conversion Rate pursuant to the last sentence of either the fourth or tenth paragraph of this Section 10.06(c), the Conversion Rate shall not be decreased pursuant to this Section 10.06(c).

(d) If any cash dividend or distribution is made to all or substantially all holders of the Common Stock, the Conversion Rate shall be increased based on the following formula:

	CR’ = CR₀ X	SP₀
	CR’ = CR₀ X	SP₀ – C

where,

CR₀	=	the Conversion Rate in effect immediately prior to the Open of Business on the Ex Date for such dividend or distribution;

CR'	=	the Conversion Rate in effect immediately after the Open of Business on the Ex Date for such dividend or distribution;

SP₀	=	the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period immediately preceding the Ex Date for

		such dividend or distribution (or, if the Company declares such dividend or distribution less than eleven (11) Trading Days prior to the Ex Date for such dividend or distribution the reference to ten (10) consecutive Trading Days shall be replaced with a smaller number of consecutive Trading Days that shall have occurred after, and not including, such declaration date and prior to, but not including, the Ex Date for such dividend or distribution); and

C	=	the amount in cash per share of Common Stock the Company distributes to holders of its Common Stock.

Any adjustment made under this Section 10.06(d) shall become effective immediately after the Open of Business on the Ex Date for such dividend or distribution.

Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP₀” (as defined above), in lieu of the foregoing increase, provision shall be made for each Holder of a Security to receive, for each $1,000 principal amount of Securities it holds, at the same time and upon the same terms as holders of the Common Stock, the amount of cash such Holder would have received as if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex Date for such cash dividend or distribution. In addition, if “C” (as defined above) is equal to or greater than the product of “SP₀” (as defined above) multiplied by 20%, then any Holder of a SL Security shall have the right to elect, by delivering a written notice of such election to the Company prior to the Close of Business on the Trading Day immediately preceding the payment date for such dividend or distribution specified in the Company’s notice required pursuant to Section 10.10(b)(i), that, in lieu of the foregoing increase, provision shall be made for each Holder of a Security to receive, for each $1,000 principal amount of Securities it holds, at the same time and upon the same terms as holders of the Common Stock, the amount of cash such Holder would have received as if such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex Date for such cash dividend or distribution.

If any such dividend or distribution for which an adjustment is made pursuant to this Section 10.06(d) is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Except in the case of a readjustment of the Conversion Rate pursuant to the last sentence of the immediately preceding paragraph, the Conversion Rate shall not be decreased pursuant to this Section 10.06(d).

(e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Conversion Rate shall be increased based on the following formula:

	CR’ = CR₀ X	AC + (SP’ X OS’)
	CR’ = CR₀ X	OS₀ X SP’

where,

CR₀	=	the Conversion Rate in effect immediately prior to the Close of Business on the last Trading Day of the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

CR'	=	the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender or exchange offer;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the time such tender or exchange offer expires (prior to giving effect to such tender offer or exchange offer);

OS'	=	the number of shares of Common Stock outstanding immediately after the time such tender or exchange offer expires (after giving effect to such tender offer or exchange offer); and

SP'	=	the average of the Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.

The increase to the Conversion Rate under this Section 10.06(e) shall occur at the Close of Business on the tenth (10th) Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that, for purposes of determining the Conversion Rate, in respect of any conversion during the ten (10) Trading Days immediately following, but excluding, the date that any such tender or exchange offer expires, references in this Section 10.06(e) to ten (10) consecutive Trading Days shall be deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed between the date such tender or exchange offer expires and the relevant Conversion Date. If the Company or one of its Subsidiaries is obligated to purchase the Common Stock pursuant to any such tender or exchange offer but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Conversion Rate shall be immediately decreased to the Conversion Rate that would be in effect if such tender or exchange offer had not been made.

(f) In addition to the foregoing adjustments in subsections (a), (b), (c), (d) and (e) above, and to the extent permitted by applicable law and the rules of the Relevant Stock Exchange, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least twenty-five (25) Trading Days or any longer period as may be permitted or required by law, if the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give notice to the Trustee and the Conversion Agent and cause notice of such increase, which notice will include the amount of the increase and the period during which the increase shall be in effect, to be sent to each Holder of Securities in accordance with Section 14.01, at least fifteen (15) days prior to the date on which such increase commences.

(g) All calculations under this Article 10 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th.

(h) Notwithstanding this Section 10.06 or any other provision of this Indenture or the Securities, if a Conversion Rate adjustment becomes effective on any Ex Date, and a Holder that has converted its Securities on or after such Ex Date and on or prior to the related record date would be treated as the record holder of the Common Stock as of the related Conversion Date as described under Section 10.02(b) based on an adjusted Conversion Rate for such Ex Date, then, notwithstanding the Conversion Rate adjustment provisions in this Section 10.06, the Conversion Rate adjustment relating to such Ex Date shall not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

(i) For purposes of this Section 10.06, “effective date” means the first date on which the Common Stock trade on the Relevant Stock Exchange, regular way, reflecting the relevant share split or share combination, as applicable.

(j) For purposes of this Section 10.06, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. The Company shall not pay any dividend or distribution on shares of Capital Stock of the Company held in the treasury of the Company to the extent such dividend or distribution would be made in an amount based on the amount of a dividend or distribution paid on the Common Stock.

Section 10.07. No Adjustment. The Conversion Rate shall not be adjusted for any transaction or event other than for any transaction or event described in this Article 10. Without limiting the foregoing, the Conversion Rate shall not be adjusted:

(i) upon the issuance of any Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s

securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries (or the issuance of any shares of Common Stock pursuant to any such options or other rights);

(iii) upon the issuance of any Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued;

(iv) for accrued and unpaid interest, if any;

(v) repurchases of Common Stock that are not tender offers or exchange offers pursuant to Section 10.06(e), including structured or derivative transactions such as accelerated share repurchase transactions or similar forward derivatives;

(vi) solely for a change in the par value of the Common Stock; or

(vii) for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or the right to purchase Common Stock or such convertible or exchangeable securities, except as described in Section 10.06.

No adjustment in the Conversion Rate less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) shall be made pursuant to Section 10.06(a) through Section 10.06(e); provided, however, that (i) the Company shall carry forward any adjustments that are not made as a result of the foregoing and make such carried forward adjustments with respect to the Conversion Rate when the cumulative effect of all adjustments not yet made will result in a change of one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate) and (ii) notwithstanding the foregoing, all such deferred adjustments that have not yet been made shall be made (including any adjustments that are less than one percent (1%) of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)) (1) on the effective date of any Fundamental Change or Make-Whole Fundamental Change and (2) on each Trading Day of any Observation Period (in each case, after such adjustment shall be made such adjustments shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate).

No adjustment to the Conversion Rate need be made pursuant to Section 10.06 for a transaction (other than for share splits or share combinations pursuant to Section 10.06(a)) if the Company makes provision for each Holder to participate in the transaction, at the same time and upon the same terms as holders of Common Stock participate, and such Holder elects to participate, in such transaction, without conversion, as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the transaction (without giving effect to any adjustment pursuant to Section 10.06

on account of such transaction), multiplied by principal amount (expressed in thousands) of Securities held by such Holder.

Section 10.08. Other Adjustments. Whenever any provision of this Indenture requires the computation of an average of the Closing Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a period of multiple Trading Days (including an Observation Period and the period for determining the Applicable Price for purposes of a Make-Whole Fundamental Change), the Board of Directors, in its good faith determination, shall appropriately adjust such average to account for any event requiring, pursuant hereto, an adjustment to the Conversion Rate where the effective date, Ex Date or expiration date of such event occurs at any time on or after the first Trading Day of such period and on or prior to the last Trading Day of such period.

Section 10.09. Adjustments for Tax Purposes. Except as prohibited by law, the Company may (but is not obligated to) make such increases in the Conversion Rate, in addition to those required by Section 10.06 hereof, as it considers to be advisable to avoid or diminish any income tax to any holders of Common Stock (or rights to purchase Common Stock) resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes or for any other reason.

Section 10.10. Notice of Adjustment and Certain Events. (a) Whenever the Conversion Rate is adjusted, the Company shall promptly file with the Trustee and the Conversion Agent an Officers’ Certificate describing in reasonable detail the adjustment and the method of calculation used and the Company shall promptly send to the Holders in accordance with Section 14.01 a notice of the adjustment setting forth the adjusted Conversion Rate and the calculation thereof. The certificate and notice shall be conclusive evidence of the correctness of such adjustment. In the absence of an Officers’ Certificate being filed with the Trustee (and the Conversion Agent if not the Trustee), the Trustee and the Conversion Agent may assume without inquiry that the Conversion Rate has not been adjusted and that the last Conversion Rate of which it has knowledge remains in effect.

(b) In case of any:

(i) action by the Company or one of its Subsidiaries that would require an adjustment to the Conversion Rate in accordance with Section 10.06 or Section 10.13;

(ii) Merger Event; or

(iii) voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then the Company shall at least ten days prior to the anticipated effective date of such transaction or event cause written notice thereof to be sent to the Trustee, the Conversion Agent and the Holders in accordance with Section 14.01. Such notice shall also specify, as applicable, the date or expected date on which the holders of Common Stock shall be entitled to a distribution and the date or expected date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up, as

the case may be. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Merger Event, dissolution, liquidation or winding-up.

Section 10.11. Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on Conversion Privilege. If on or after the date of this Indenture the Company:

(a) reclassifies the Common Stock (other than a change as a result of a subdivision or combination of Common Stock to which Section 10.06(a) applies);

(b) is party to a consolidation, merger or binding share exchange; or

(c) sells, transfers, leases, conveys or otherwise disposes of all or substantially all of the consolidated property or assets of the Company and its Subsidiaries, taken as a whole,

in each case, pursuant to which the Common Stock would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property (any such event, a “Merger Event”), each $1,000 principal amount of converted Securities will, from and after the effective time of such Merger Event, be convertible into the same kind, type and proportions of consideration that a holder of a number of shares of Common Stock equal to the Conversion Rate in effect immediately prior to such Merger Event would have received in such Merger Event (“Reference Property”) and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 9.01(a) providing for such change in the right to convert the Securities; provided, however, that at and after the effective time of the Merger Event (A) the Company shall continue to have the right to determine the Cash Percentage upon conversion of Securities in accordance with Section 10.02 and (B) (I) any amount payable in cash upon conversion of the Securities in accordance with Section 10.02 and Section 10.03 shall continue to be payable in cash, (II) any Common Stock that the Company would have been required to deliver upon conversion of the Securities in accordance with Section 10.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. Notwithstanding the foregoing, if the Holders of SL Securities make an election to exchange in connection with a Qualifying Spin-Off pursuant to Section 10.06(c), such provisions will govern.

If the Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration determined based in whole or in part upon any form of stockholder election, then (i) the Reference Property into which the Securities will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as reasonably practicable after such determination is made. If the holders receive only cash in such Merger Event, then for all conversions that occur

after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Securities shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased pursuant to Section 10.14), multiplied by the price paid per share of Common Stock in such Merger Event and (B) subject to Section 10.14(c) and (f), the Company shall satisfy its Conversion Obligation by paying cash to converting Holders on the first Business Day immediately following the relevant Conversion Date.

The supplemental indenture referred to in the first sentence of this Section 10.11 shall provide for the SL Securities and adjustments to the Conversion Rate that shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Rate provided for in this Article 10 and for the delivery of cash by the Company in lieu of fractional securities or property that would otherwise be deliverable to holders upon conversion as part of the Reference Property, with such amount of cash determined by the Board of Directors in a manner as nearly equivalent as may be practicable to that used by the Company to determine the Closing Sale Price of the Common Stock. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. If, in the case of any Merger Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article 10. The provisions of this Section 10.11 shall similarly apply to successive consolidations, mergers, binding share exchanges, sales, transfers, leases, conveyances or dispositions.

None of the foregoing provisions shall affect the right of a Holder to convert its Securities as set forth in Section 10.01 and Section 10.02 prior to the effective date of such Merger Event.

In the event the Company shall execute a supplemental indenture in accordance with this Section 10.11, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of Reference Property receivable by Holders of the Securities upon the conversion of their Securities after any such Merger Event and any adjustment to be made with respect thereto.

Section 10.12. Trustee’s Disclaimer. The Trustee and any other Conversion Agent shall have no duty to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require that any adjustment under this Article 10 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of the correctness of any such adjustment, and shall be protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 10.10 hereof. Neither the Trustee nor any other Conversion Agent makes any representation as to the validity or value of any securities or assets issued upon conversion of Securities, and neither the Trustee nor any other Conversion Agent shall be responsible for the

failure by the Company to comply with any provisions of this Article 10 or to monitor any Person’s compliance with this Article 10.

The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 10.11, but may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 10.11 hereof.

Neither the Trustee nor any other agent acting under this Indenture (other than the Company, if acting in such capacity) shall have any obligation to make any calculation (including with respect to the Conversion Rate) or to determine whether the Securities may be surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depository or any of the Holders if the Securities have become convertible pursuant to the terms of this Indenture.

Section 10.13. Rights Distributions Pursuant to Shareholders’ Rights Plans. To the extent that on or after the date of this Indenture the Company adopts a rights plan (i.e., a poison pill) and such plan is in effect upon conversion of any Security or a portion thereof, the Company shall make provision such that each Holder thereof shall receive, in addition to, and concurrently with the delivery of, the Common Stock due upon conversion, the rights described in such plan, unless the rights have separated from the Common Stock before the time of conversion, in which case the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, Distributed Property as described in Section 10.06(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Section 10.14. Increased Conversion Rate Applicable to Certain Securities Surrendered in Connection with Make-Whole Fundamental Changes. (a) Subject to Section 10.14(f), the Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with this Article 10, at any time during the period (the “Make-Whole Conversion Period”) from, and including, the effective date (the “Effective Date”) of a Make-Whole Fundamental Change (which Effective Date the Company shall disclose in the written notice referred to in Section 10.14(e)) to, and including, the Close of Business on the date that is thirty-five (35) Business Days after the later of (A) such Effective Date and (B) the date the Company sends to Holders (with a copy to the Trustee and the Conversion Agent) the relevant notice of the Effective Date, shall be increased to an amount equal to the Conversion Rate that would, but for this Section 10.14, otherwise apply to such Security pursuant to this Article 10, plus an amount equal to the Make-Whole Applicable Increase.

(b) As used herein, “Make-Whole Applicable Increase” shall mean, with respect to a Make-Whole Fundamental Change, the amount, set forth in the following table, which corresponds to the Effective Date and the Applicable Price of such Make-Whole Fundamental Change:

Applicable Price

Effective Date

$[●]

[●],2024

[●]

[●],2025

[●]

Applicable Price

Effective Date

$[●]

[●],2026

[●]

[●],2027

[●]

[●],2028

[●]

[●],2029

[●]

[●],2030

[●]

[●],2031

[●]

provided, however, that:

(i) if the actual Applicable Price of such Make-Whole Fundamental Change is between two (2) Applicable Prices listed in the table above under the row titled “Applicable Price,” or if the actual Effective Date of such Make-Whole Fundamental Change is between two Effective Dates listed in the table above in the column immediately below the title “Effective Date,” then the Make-Whole Applicable Increase for such Make-Whole Fundamental Change shall be determined by linear interpolation between the Make-Whole Applicable Increases set forth for such higher and lower Applicable Prices, or for such earlier and later Effective Dates based on a three hundred and sixty five (365) day year, as applicable;

(ii) if the actual Applicable Price of such Make-Whole Fundamental Change is greater than $[●] per share (subject to adjustment in the same manner as the Applicable Prices pursuant to Section 10.14(b)(iii)), or if the actual Applicable Price of such Make-Whole Fundamental Change is less than $[●] per share (subject to adjustment in the same manner as the Applicable Prices pursuant to Section 10.14(b)(iii)), then the Make-Whole Applicable Increase shall be equal to zero (0);

(iii) if an event occurs that requires, pursuant to this Article 10 (other than solely pursuant to this Section 10.14), an adjustment to the Conversion Rate, then, on the date and at the time such adjustment is so required to be made, each Applicable Price set forth in the table above under the column titled “Applicable Price” shall be deemed to be adjusted so that such Applicable Price, at and after such time, shall be equal to the product of (A) such Applicable Price as in effect immediately before such adjustment to such Applicable Price and (B) a fraction the numerator of which is the Conversion Rate in effect immediately before such adjustment to the Conversion Rate and the denominator of which is the Conversion Rate to be in effect, in accordance with this Article 10, immediately after such adjustment to the Conversion Rate;

(iv) each Make-Whole Applicable Increase amount set forth in the table above shall be adjusted in the same manner, for the same events and at the same time as the Conversion Rate is required to be adjusted pursuant to Section 10.06 through Section 10.13; and

(c) Subject to Section 10.11, upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Company shall satisfy the related Conversion Obligation in accordance with Section 10.02; provided, however, that if at the effective time of a Make-Whole Fundamental Change described in clause (c) of the definition of Change in Control the consideration for the Common Stock is composed entirely of cash,

for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Applicable Price for the transaction and shall be deemed to be an amount equal to, per $1,000 principal amount of converted Securities, the Conversion Rate (including any Make-Whole Applicable Increase), multiplied by such Applicable Price. In such event but subject to Section 10.14(f), the Conversion Obligation will be determined and shall be paid to Holders in cash on the first Business Day following the Conversion Date.

(d) As used herein, “Applicable Price” shall have the following meaning with respect to a Make-Whole Fundamental Change: (i) if such Make-Whole Fundamental Change is a transaction or series of transactions described in clause (c) of the definition of Change in Control and the consideration (excluding cash payments for fractional shares or pursuant to statutory appraisal rights) for Common Stock in such Make-Whole Fundamental Change consists solely of cash, then the “Applicable Price” with respect to such Make-Whole Fundamental Change shall be equal to the cash amount paid per share of Common Stock in such Make-Whole Fundamental Change and (ii) in all other circumstances, the “Applicable Price” with respect to such Make-Whole Fundamental Change shall be equal to the average of the Closing Sale Prices per share of Common Stock for the five (5) consecutive Trading Days immediately preceding, but excluding, the Effective Date of such Make-Whole Fundamental Change, which average shall be appropriately adjusted by the Board of Directors, in its good faith determination, to account for any adjustment, pursuant hereto, to the Conversion Rate that shall become effective, or any event requiring, pursuant hereto, an adjustment to the Conversion Rate where the Ex Date of such event occurs, at any time during such five (5) consecutive Trading Days.

(e) The Company shall send to each Holder (with a copy to the Trustee and the Conversion Agent), in accordance with Section 14.01, written notice of each event constituting a Make-Whole Fundamental Change on or before the twentieth (20^th) Business Day prior to the date on which the Company anticipates consummating such Make-Whole Fundamental Change (or, if later, promptly after the Company discovers that a Make-Whole Fundamental Change may occur but at least five (5) Business Days prior to the Effective Date of such Make-Whole Fundamental Change). Each such notice shall also state that, in connection with such Make-Whole Fundamental Change, the Company shall increase, in accordance herewith, the Conversion Rate applicable to Securities entitled as provided herein to such increase (along with a description of how such increase shall be calculated and the time periods during which Securities must be surrendered in order to be entitled to such increase, including, without limitation, the last day of the Make-Whole Conversion Period).

(f) Notwithstanding anything herein to the contrary contained herein, a Holder may, at its option, deliver a Conversion Notice at any time during the period from the delivery of the written notice specified in Section 10.14(e) to the Close of Business on the Business Day immediately preceding the anticipated effective date specified in the notice described in Section 10.14(e) of its election to convert such Security contingent upon the consummation of such Fundamental Change or such Make-Whole Fundamental Change (the “Conditional Conversion Notice”). For the avoidance of doubt, the Conversion Date of any Security subject to the Conditional Conversion Notice shall be deemed to occur during the related Make-Whole Fundamental Change Conversion Period and the Conversion Rate applicable to

such conversion shall be increased by the Make-Whole Applicable Increase. If such Fundamental Change or such Make-Whole Fundamental Change, as applicable, is terminated, cancelled or not otherwise consummated within five (5) Business Days of the anticipated effective date specified in the notice described in Section 10.14(e), such Conditional Conversion Notice shall be deemed to be withdrawn. In the event a Conditional Conversion Notice is delivered, the Company shall (x) irrevocably deposit, or cause to be deposited, cash and/or shares to satisfy all of the related Conversion Obligations determined pursuant to this Section 10.14 (including any Make-Whole Applicable Increase), with the Conversion Agent no later than the Effective Date of such Make-Whole Fundamental Change and (y) instruct the Conversion Agent to deliver such cash and/or shares to such Holder(s) or beneficial owner(s), as the case may be, on the Effective Date of such Make-Whole Fundamental Change.

(g) For avoidance of doubt, the provisions of this Section 10.14 shall not affect or diminish the Company’s obligations, if any, pursuant to Article 3 with respect to a Make-Whole Fundamental Change that also constitutes a Fundamental Change.

(h) Nothing in this Section 10.14 shall prevent an adjustment to the Conversion Rate pursuant to Section 10.06 in respect of a Make-Whole Fundamental Change.

Section 10.15. Applicable Stock Exchange Restrictions. Notwithstanding anything in this Article 10 to the contrary, in the event of any increase in the Conversion Rate that would result in the Securities in the aggregate becoming convertible into shares of Common Stock in excess of the share issuance limitations of the listing rules of The NASDAQ Global Select Market (regardless of whether the Company then has a class of securities listed on The NASDAQ Global Select Market), the Company shall, at its option (but without delaying delivery of consideration upon any conversion), either (i) obtain stockholder approval of such issuances, in accordance with the stockholder approval rules contained in such listing standards, or (ii) increase the Cash Percentage to pay cash in lieu of delivering any shares of Common Stock otherwise deliverable upon conversion in excess of such limitations. If the Company pays cash in lieu of delivering shares of Common Stock pursuant to this Section 10.15, it will notify the Trustee, the Conversion Agent and the Holders of the maximum number of shares it will deliver per $1,000 principal amount (and accrued and unpaid interest thereon) of converted Security in respect of the relevant conversion.

Article 11

Guarantee of Securities

Section 11.01. Unconditional Guarantee. Subject to the provisions of this Article 11 and to the fullest extent permitted by applicable law, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees, on a senior basis to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder: (a) (x) the due and punctual payment of the principal of (including any Fundamental Change Repurchase Price), premium, if any, and interest on the Securities when and as the same shall become due and payable, whether at maturity, upon repurchase, by acceleration or otherwise, (y) the due and punctual payment of interest on the overdue principal and (to the

fullest extent permitted by applicable law) overdue premium, if any, and interest, if any, on the Securities and (z) the due and punctual payment and performance of all other obligations of the Company to the Holders or the Trustee hereunder or thereunder (including, without limitation, the payment and/or delivery of the cash or combination of cash and shares of Common Stock due upon conversion of the Securities and amounts due the Trustee under Section 7.06 hereof), all in accordance with the terms hereof and thereof (collectively, the “Guarantee Obligations”); and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the due and punctual payment and performance of Guarantee Obligations in accordance with the terms of the extension or renewal, whether at maturity, upon repurchase, by acceleration or otherwise. Failing payment and/or delivery, as the case may be, by the Company when due of any amount so guaranteed, or failing performance of any other obligation of the Company to the Holders under this Indenture or under the Securities, for whatever reason, each Guarantor shall be obligated to pay and/or deliver, or to perform or cause the performance of, the same immediately.

Each of the Guarantors hereby agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or governmental authority to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid or delivered by the Company or such Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) subject to this Article 11, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Section 11.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act

or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to such contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with generally accepted accounting principles in the United States of America.

Section 11.03. Release of a Guarantee . The Guarantee of a Guarantor will be automatically released upon:

(a) at such time as such Guarantor is no longer a guarantor or obligor of any Credit Agreement;

(b) the sale, issuance or other disposition of Capital Stock of such Guarantor (including by way of merger or consolidation), such that it is no longer a Subsidiary of the Company, so long as the sale or other disposition does not violate any provisions of Article 5 herein required to be performed at the time of such transaction;

(c) the satisfaction and discharge in full of the Company’s obligations under this Indenture in accordance with the terms of this Indenture; or

(d) in connection with the dissolution or liquidation of such Guarantor;

provided as a condition precedent to any such release of a Guarantee of a Guarantor, such Guarantor shall deliver to the Trustee an Officers’ Certificate and Opinion of Counsel stating that all conditions provided for in this Indenture relating to such release have been complied with.

Section 11.04. Waiver of Subrogation. Until all amounts then due and payable and/or deliverable by the Company under this Indenture or the Securities have been paid and/or delivered in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Securities or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash, Common Stock or other assets or by set off or in any other manner, payment or security on account of such claim or other

rights. If any amount shall be paid or delivered to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities or this Indenture, shall not have been paid or delivered in full, such amount shall have been deemed to have been paid or delivered to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid or delivered to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.04 is knowingly made in contemplation of such benefits. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

Section 11.05. No Set Off. Each payment to be made by a Guarantor hereunder in respect of the Guarantee Obligations shall be payable in the currency or currencies in which such Guarantee Obligations are denominated in the consideration in which such Guarantee Obligations shall be delivered hereunder, as the case may be, and shall be made without set off, counterclaim, reduction or diminution of any kind or nature.

Section 11.06. Guarantee Obligations Continuing. The obligations of each Guarantor hereunder shall be continuing and shall remain in full force and effect until all such obligations have been paid and satisfied in full. Each Guarantor agrees with the Trustee that, to the fullest extent permitted by applicable law, it will from time to time deliver to the Trustee suitable acknowledgments of this continued liability hereunder and under any other instrument or instruments in such form as the Trustee may reasonably request and as will prevent any action brought against it in respect of any default hereunder being barred by any statute of limitations now or hereafter in force and, in the event of the failure of a Guarantor so to do, it hereby irrevocably appoints the Trustee as the attorney and agent of such Guarantor to make, execute and deliver such written acknowledgment or acknowledgments or other instruments as may from time to time become necessary or reasonably advisable, in the judgment of the Trustee, to fully maintain and keep in force the liability of such Guarantor hereunder.

Section 11.07. [Reserved].

Section 11.08. Guarantee Obligations Reinstated. Subject to Section 11.03, to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment or delivery which would otherwise have reduced the obligations of any Guarantor hereunder (whether such payment or delivery shall have been made by or on behalf of the Company or by or on behalf of a Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Guarantor or otherwise, all as though such payment or delivery had not been made. If demand for, or acceleration of the time for, payment or delivery by the Company or any other Guarantor is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Company or such Guarantor, all such indebtedness otherwise subject to demand for payment or delivery or acceleration shall nonetheless be payable or deliverable, as the case may be, by each Guarantor as provided herein.

Section 11.09. Guarantee Obligations Not Affected. Subject to Section 11.03, to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected, impaired or diminished in any way by any act, omission, matter or thing whatsoever, occurring before, upon or after any demand for payment or delivery hereunder (and whether or not known or consented to by any Guarantor or any of the Holders) which, but for this provision, might constitute a whole or partial defense to a claim against any Guarantor hereunder or might operate to release or otherwise exonerate any Guarantor from any of its obligations hereunder or otherwise affect such obligations, whether occasioned by default of any of the Holders or otherwise, including, without limitation:

(a) any limitation of status or power, disability, incapacity or other circumstance relating to the Company or any other Person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Company or any other Person;

(b) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Company or any other Person under this Indenture, the Securities or any other document or instrument;

(c) any failure of the Company or any other Guarantor, whether or not without fault on its part, to perform or comply with any of the provisions of this Indenture, the Securities or any Guarantee, or to give notice thereof to a Guarantor;

(d) the taking or enforcing or exercising or the refusal or neglect to take or enforce or exercise any right or remedy from or against the Company or any other Person or their respective assets or the release or discharge of any such right or remedy;

(e) the granting of time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to the Company or any other Person;

(f) any change in the time, manner or place of payment of, or in any other term of, any of the Securities, or any other amendment, variation, supplement, replacement or waiver of, or any consent to departure from, any of the Securities or this Indenture, including, without limitation, any increase or decrease in the principal amount of or premium, if any, or interest on any of the Securities;

(g) any change in the ownership, control, name, objects, businesses, assets, capital structure or constitution of the Company or a Guarantor;

(h) any merger or amalgamation of the Company or a Guarantor with any Person or Persons;

(i) the occurrence of any change in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guarantee Obligations or the obligations of a Guarantor under its Guarantee; and

(j) any other circumstance (other than a release of a Guarantor pursuant to Section 11.03 and other than by complete, irrevocable payment and/or delivery, as the case may be), that might otherwise constitute a legal or equitable discharge or defense of the Company under this Indenture or the Securities or of a Guarantor in respect of its Guarantee hereunder.

Section 11.10. Waiver. Without in any way limiting the provisions of Section 11.01, each Guarantor hereby waives (to the fullest extent permitted by law) notice of acceptance hereof, notice of any liability of any Guarantor hereunder, notice or proof of reliance by the Holders upon the obligations of any Guarantor hereunder, and diligence, presentment, demand for payment on the Company, protest, notice of dishonor or non-payment or non-delivery of any of the Guarantee Obligations, or other notice or formalities to the Company or any Guarantor of any kind whatsoever.

Section 11.11. Default and Enforcement. If any Guarantor fails to pay or deliver in accordance with Section 11.01 hereof, the Trustee may proceed in its name as trustee hereunder in the enforcement of the Guarantee of any such Guarantor and such Guarantor’s Guarantee Obligations thereunder and hereunder by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from such Guarantor the Guarantee Obligations.

Article 12

Concerning the Holders

Section 12.01. Action by Holders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Securities may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (i) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (ii) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 13 or (iii) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Securities, the Company or the Trustee may fix, but shall not be required to, in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen (15) days prior to the date of commencement of solicitation of such action.

Section 12.02. Proof of Execution by Holders. Subject to the provisions of Section 13.05, proof of the execution of any instrument by a Holder or its agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Securities shall be proved by the security register of the Registrar or by a certificate of the Registrar. The record of any Holders’ meeting shall be proved in the manner provided in Section 13.06.

Section 12.03. Persons Deemed Absolute Owners. The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and any Registrar may deem the

Person in whose name a Security shall be registered upon the security register of the Registrar to be, and may treat it as, the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than the Company or any Registrar) for the purpose of receiving payment of or on account of the principal of and (subject to Section 2.12 and Section 4.01) accrued and unpaid interest on such Security or the Fundamental Change Repurchase Price, if applicable, for conversion of such Security and for all other purposes; and neither the Company nor the Trustee nor any authenticating agent nor any Paying Agent nor any Conversion Agent nor any Registrar shall be affected by any notice to the contrary. All such payments so made to any Holder for the time being, or upon its order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon any such Security. Notwithstanding anything to the contrary in this Indenture or the Securities following an Event of Default, any holder of a beneficial interest in a Global Security may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depository or any other Person, such holder’s right to exchange such beneficial interest for a Physical Security in accordance with the provisions of this Indenture.

Article 13

Holders’ Meetings

Section 13.01. Purpose of Meetings. A meeting of Holders may be called at any time and from time to time pursuant to the provisions of this Article 13 for any of the following purposes:

(a) to give any notice to the Company or to the Trustee or to give any directions to the Trustee permitted under this Indenture, or to consent to the waiving of any Default or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article 6;

(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article 7;

(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or

(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Securities under any other provision of this Indenture or under applicable law.

Section 13.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders to take any action specified in Section 13.01, to be held at such time and at such place as the Trustee shall determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of any record date pursuant to Section 11.01, shall be sent to Holders of such Securities at their addresses as they shall appear on the security register of the Registrar. Such notice shall also be sent to the Company or electronically in accordance with the Applicable Procedures of the Depository. Such notices shall be sent not less than twenty (20) nor more than ninety (90) days prior to the date fixed for the meeting.

Any meeting of Holders shall be valid without notice if the Holders of all Securities then outstanding are present in person or by proxy or if notice is waived before or after the meeting by the Holders of all Securities outstanding, and if the Company and the Trustee are either present by duly authorized representatives or have, before or after the meeting, waived notice.

Section 13.03. Call of Meetings by Company or Holders. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least ten percent (10%) in aggregate principal amount of the Securities then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have sent the notice of such meeting within twenty (20) days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 13.01, by sending notice thereof as provided in Section 13.02.

Section 13.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Securities on the record date pertaining to such meeting or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Securities on the record date pertaining to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

Section 13.05. Regulations. Notwithstanding any other provision of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 13.03, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in aggregate principal amount of the outstanding Securities represented at the meeting and entitled to vote at the meeting.

Subject to the provisions of Section 2.09, at any meeting of Holders each Holder or proxyholder shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by such Holder or proxyholder, as the case may be; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securities held by it or instruments in writing as aforesaid duly designating it as the proxy to vote on behalf of other Holders. Any meeting of Holders duly called pursuant to the provisions of Section 13.02 or Section 13.03 may be adjourned from time to time by the Holders of a majority of the aggregate principal amount of

outstanding Securities represented at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section 13.06. Voting. The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or of their representatives by proxy and the outstanding principal amount of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was sent as provided in Section 13.02. The record shall show the principal amount of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 13.07. No Delay of Rights by Meeting. Nothing contained in this Article 13 shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of the Securities. Nothing contained in this Article 13 shall be deemed or construed to limit any Holder’s actions pursuant to the Applicable Procedures so long as the Securities are Global Securities.

Article 14

Miscellaneous

Section 14.01. Notices. Any notice or communication by the Company or the Trustee to the other shall be deemed to be duly given if made in writing and delivered:

(a) by hand (in which case such notice shall be effective upon delivery);

(b) by facsimile or other electronic transmission (in which case such notice shall be effective upon receipt of confirmation of good transmission thereof); or

(c) by overnight delivery by a nationally recognized courier service (in which case such notice shall be effective on the Business Day immediately after being deposited with such courier service),

in each case to the recipient party’s address set forth in this Section 14.01; provided, however, that notices to the Trustee shall only be effective upon the Trustee’s actual receipt thereof. The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication sent to a Holder shall be sent to the Holder at its address shown on the register kept by the Registrar. Any notice or communication to be delivered to a Holder of a Global Security shall be transmitted to the Depository in accordance with its Applicable Procedures. Failure to send or transmit a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication to a Holder is sent in the manner provided above, it is duly given, whether or not the addressee receives it.

If the Company sends or transmits a notice or communication to Holders, it shall send a copy to the Trustee and each Securities Agent at the same time. If the Trustee or the Securities Agent is required, pursuant to the express terms of this Indenture or the Securities, to send a notice or communication to Holders, the Trustee or the Securities Agent, as the case may be, shall also send a copy of such notice or communication to the Company.

All notices or communications shall be in writing.

The Company’s address is:

[Viavi Solutions Inc.

1445 South Spectrum Blvd, Suite 102

Chandler, Arizona 85286

Attention: Kevin Siebert, Vice President, General Counsel and Secretary]

Email: [●]

With a copy to:

Gibson, Dunn & Crutcher LLP

One Embarcadero Center, Suite 2600

San Francisco, California, 94111

Attention: Stewart McDowell; Ed Batts

Email: smcdowell@gibsondunn.com; ebatts@gibsondunn.com

The Trustee’s address is:

[U.S. Bank Trust Company, National Association, as Trustee]

[One Federal Street

Boston, MA 02110]

Attention: [Global Corporate Trust Services / Karen R. Leyden-Beard (Viavi Solutions Inc. 4.00% / 4.50% Convertible Senior PIK Toggle Notes due 20[●])]

Email: [●]

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder (collectively, “Electronic Means”); provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses (except to the extent attributable to the Trustee’s gross negligence, willful misconduct or bad faith, as determined by a final non-appealable order of a court of competent jurisdiction) arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 14.02. Communication by Holders with Other Holders. To the extent the TIA is then applicable: (A) The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c) and (B) Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Securities.

Section 14.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officers’ Certificate stating that, in the opinion of the signatories to such Officers’ Certificate, all covenants and conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such counsel, all such covenants and conditions precedent have been complied with.

Each signatory to an Officers’ Certificate or an Opinion of Counsel may (if so stated) rely, effectively, upon an Opinion of Counsel as to legal matters and an Officers’ Certificate or certificates of public officials or other representations or documents as to factual matters.

Section 14.04. Statements Required in Certificate or Opinion. Each Officers’ Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 14.05. Rules by Trustee and Agents. The Registrar, Paying Agent or Conversion Agent may make reasonable rules and set reasonable requirements for their respective functions.

Section 14.06. Legal Holidays. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on that payment for the intervening period.

Section 14.07. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart by facsimile or portable document format shall be effective as delivery of a manually executed counterpart thereof.

Section 14.08. Facsimile and PDF Delivery of Signature Pages. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature), in English, and signatures of the parties hereto transmitted by PDF or other electronic transmission (including any electronic signature

complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) will constitute effective execution and delivery of this Indenture as to the other parties hereto and will be deemed to be their original signatures for all purposes; provided, notwithstanding anything to the contrary set forth herein, the Trustee is under no obligation to agree to accept electronic signatures in any form or format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee. The Company agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 14.09. Governing Law. THIS INDENTURE, THE SECURITIES AND THE GUARANTEES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE SECURITIES OR THE GUARANTEES, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating solely to this Indenture or the transactions contemplated hereby, to the general jurisdiction of the Supreme Court of the State of New York, County of New York or the United States Federal District Court sitting for the Southern District of New York (and appellate courts thereof);

(b) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 14.01 or at such other address of which the other party shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing clause (a) are not available despite the intentions of the parties hereto;

(e) agrees that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified herein or as otherwise permitted by law;

(f) agrees that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Indenture, to the extent permitted by law; and

(g) irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Indenture, the Securities or the Guarantees.

Section 14.10. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.11. Successors. All agreements of the Company and the Guarantors in this Indenture, the Securities and the Guarantees shall bind its successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors.

Section 14.12. Separability. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and a Holder shall have no claim therefor against any party hereto.

Section 14.13. Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

Section 14.14. Calculations in Respect of the Securities. The Company and its agents shall make all calculations under this Indenture and the Securities. These calculations include, but are not limited to, determinations of the Closing Sale Price of the Common Stock, the number of shares deliverable upon conversion, adjustments to the Conversion Price and the Conversion Rate, the Daily VWAPs, the Daily Settlement Amounts, the Daily Conversion Values, the Conversion Rate of the Securities, the Fundamental Change Repurchase Price, the amount of conversion consideration deliverables in respect of any conversion and the amounts of interest payable on the Securities (including PIK Interest). The Company and its agents shall make all of these calculations in good faith, and, absent manifest error, such calculations shall be final and binding on all Holders. The Company shall provide a copy of such calculations to the Trustee (and the Conversion Agent if not the Trustee) as required hereunder, and, the Trustee shall be entitled to conclusively rely on the accuracy of any such calculation without independent verification. The Company will forward the Company’s calculations to any Holder upon the request of that Holder.

Section 14.15. No Personal Liability of Directors, Officers, Employees or Shareholders. None of the Company’s or any Guarantor’s past, present or future directors, officers, employees or stockholders, as such, shall have any liability for any of the Company’s or such Guarantor’s obligations under this Indenture, the Securities or the Guarantees or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a Security, each holder waives and releases all such liability. This waiver and release is part of the consideration for the issue of the Securities and the Guarantees.

Section 14.16. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by,

directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God and interruptions, epidemics, pandemics, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 14.17. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

Section 14.18. No Security Interest Created. Nothing in this Indenture or in the Securities, expressed or implied, shall be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any jurisdiction.

Section 14.19. Benefits of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than the Holders, the parties hereto, any Securities Agent and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 14.20. Withholding. Notwithstanding anything herein to the contrary, the Company, the Trustee, the Registrar, the Paying Agent and the Conversion Agent, as applicable, shall have the right to deduct and withhold from any payment or distribution made with respect to this Indenture and any Security (or the issuance of shares of Common Stock upon conversion of the Security) such amounts as are required to be deducted or withheld with respect to the making of such payment or distribution (or issuance) under any applicable tax law (inclusive of rules, regulations and interpretations promulgated by competent authorities) without liability therefor. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes under this Security as having been paid to the Holder. In the event the Company, the Trustee, the Registrar, the Paying Agent or the Conversion Agent previously remitted any amounts to a governmental entity on account of taxes required to be deducted or withheld in respect of any payment or distribution (or deemed distribution) under this Indenture or with respect to any Security, the Company, the Registrar, the Paying Agent or the Conversion Agent, as applicable, shall be entitled to offset any such amounts against any amounts otherwise payable in respect of this Indenture or any Security (or the issuance of shares of Common Stock upon conversion).

Section 14.21. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the

Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

[The Remainder of This Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first above written.

VIAVI SOLUTIONS INC.

	By:
		Name:
		Title:

[GUARANTORS]

	By:
		Name:
		Title:

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, as Trustee,

Registrar, Paying Agent and Conversion Agent

	By:
		Name:
		Title:

EXHIBIT C

FORM OF JOINDER

The undersigned is executing and delivering this Joinder, dated as of [●], 20[●], pursuant to that certain Investment Agreement, dated as of [●], 2024 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Investment Agreement”), among Viavi Solutions Inc., SLP VII CM Victor Holdings, L.P. and SLA II CM Victor Holdings, L.P., the other parties named therein and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder shall have the respective meanings ascribed to such terms in the Investment Agreement.

By executing and delivering this Joinder to the Investment Agreement, the undersigned hereby [adopts and approves the Investment Agreement and agrees, effective commencing on the date hereof, to become a party to, and to be bound by and comply with the provisions of, the Investment Agreement and the Confidentiality Agreement applicable to the Purchasers in the same manner as if the undersigned were an original Purchaser signatory to the Investment Agreement and the Confidentiality Agreement.][accepts as an assignment of the Purchasers’ right to acquire the Notes at the Closing pursuant to Sections 2.01 and 2.02 of the Investment Agreement].

The undersigned acknowledges and agrees that Sections 6.02, 6.03, 6.04, 6.07, 6.08 and 6.12 of the Investment Agreement are incorporated herein by reference, mutatis mutandis.

[Remainder of page intentionally left blank]

¹ NTD: Insert for an Affiliate of the Purchasers who is a transferee of Notes or Company Common Stock after Closing.

² NTD: Insert for a Subsidiary of the Purchasers who will receive an assignment of the right to purchase Notes at Closing but no other rights or obligations for financing reasons.

C-1

Accordingly, the undersigned has executed and delivered this Joinder as of the date first above written.

	[●]
	By:

	By:
		Name:
		Title:

Annex A-1

Exhibit 99.1

VIAVI Solutions Agrees to Acquire Spirent Communications to Create a Leading Provider of Test, Assurance and Security Solutions for Research and Development Labs, Service Providers, Data Centers and Mission-Critical Infrastructure

•	Highly complementary and synergistic product portfolios to enable delivery of high-performance, integrated solutions for networking and mission-critical applications, including 5G and 6G wireless infrastructure

•	Complementary nature of products and technologies to provide diversification and accelerated growth in attractive, adjacent verticals, such as cloud service providers, enterprise/IT networks, 5G private networks, 6G+ and positioning, navigation and timing verticals

•	Greater engineering, research and development and design capabilities to accelerate new technology development and product innovation, in particular with regard to artificial intelligence and machine learning, security, cloud-native architecture and automation

•	Operational efficiencies anticipated to result in annual run-rate cost synergies of up to $75 million approximately two years after the completion of the Acquisition

•	Anticipate utilizing US net operating losses to lower the combined group’s blended non-GAAP tax rate

•	Silver Lake to make $400 million long-term strategic investment in VIAVI Solutions in connection with the Acquisition

CHANDLER, Ariz. & LONDON, March 5, 2024 – VIAVI Solutions (“VIAVI”) (NASDAQ: VIAV), a leading provider of communications test, measurement and optical technologies, and Spirent Communications plc (“Spirent”) (LSE: SPT), a global provider of automated test and assurance solutions for networks, cybersecurity and positioning, today announced an agreement on the terms of a cash offer for Spirent which the Spirent Board intends to unanimously recommend (the “Acquisition”). The Acquisition price values Spirent at approximately £1,005 million, or $1,277 million based on the British pound sterling to

U.S. dollar exchange rate on March 4, 2024.

Under the terms of the Acquisition, Spirent Shareholders will receive 172.5 pence per Spirent share in cash (the Acquisition price). Spirent Shareholders will also receive a special dividend of 2.5 pence per Spirent share in lieu of a final dividend for the year ended December 31, 2023. The Acquisition is expected to close during the second half of 2024, subject to shareholder approvals and other customary closing conditions, including Spirent Shareholder approval and certain regulatory closing approvals. The Spirent Directors who hold shares of Spirent have signed irrevocable agreements in support of the Acquisition.

Spirent provides products, services and managed solutions that address the test, assurance and automation challenges of technologies, including 5G, software-defined wide area networks (“SD-WAN”), cloud and autonomous vehicles. Spirent’s international positioning, navigation and timing business also addresses the needs of customers in research and development, verification and integration testing, including the testing of hybrid positioning and sensor fusion under real-world conditions. Spirent’s strategy is built on three pillars—customer-centricity, innovation for growth and operational excellence. Spirent is executing on this strategy to further develop its offerings into live networks, increasing its recurring revenue streams and providing value-added services and solutions across the product portfolio.

“The Spirent Board intends to unanimously recommend this all-cash offer, which not only represents an attractive outcome for Spirent Shareholders, but also provides a significant opportunity for employees, customers and other stakeholders through what is a highly strategic and highly complementary combination,” said Sir Bill Thomas, Chairman of Spirent. “With its strong management team, global scale and the cultural alignment between our businesses, we are confident that in VIAVI, we have found the right owner to take Spirent on to the next phase of its growth story.”

“Combining with VIAVI brings together a highly complementary product offering which can be marketed globally,” said Eric Updyke, Chief Executive Officer of Spirent. “It will enable Spirent to build on the strategic progress we have made to date, with a partner that has the scale and resources to capitalize on the long-term growth opportunities ahead. The combination of VIAVI and Spirent creates a stronger business that will be better able to compete, and we are confident in the opportunities this will bring for our stakeholders.”

“VIAVI is proud to help enable its global customers to pursue innovation across the wide range of industries it serves,” said Oleg Khaykin, President and CEO of VIAVI. “Combining our leading communications test and measurement and optical technologies and Spirent’s high-performance testing and assurance solutions is expected to deliver enhanced product solutions and applications, accelerate growth in new markets and strengthen innovation through expanded engineering and design capabilities. Further, we are uniting two teams with a shared passion for developing compelling and cutting-edge offerings for customers and a commitment to technological excellence. We are pleased to welcome a strategic, long-term investment from Silver Lake in connection with the Acquisition. Silver Lake has an outstanding track record of supporting leading technology companies through both organic growth investments and scale acquisitions.”

VIAVI believes, due to the complementary nature of the respective businesses, there is a compelling strategic and financial rationale for the Acquisition, as it is expected to:

Create a leading provider of test, assurance and security solutions for research and development labs, service providers, data centers and mission-critical infrastructure

•	Merging the highly complementary product portfolios and services will enable the combined group to deliver solutions for various markets and applications.

Provide diversification and accelerated growth in attractive, adjacent market verticals

•	The combination of VIAVI and Spirent’s current and future product offerings will position the combined group to bring to market innovative solutions across high-growth cloud service providers, enterprise/IT networks, 5G private networks, 6G+ and positioning, navigation and timing verticals.

Achieve greater engineering, research and development and design capabilities to accelerate new technology development and product innovation

•

VIAVI believes that building on the combined expertise of the engineering, research and development and design teams of both VIAVI and Spirent will result in greater engineering, research and development and design capabilities to accelerate new technology development and product innovation, in particular with regard to artificial intelligence and machine learning, security, cloud-native architecture and automation.

•	Further, the combined group will benefit from additional financial and operational resources to continue its leadership in research and development and to deliver products to new verticals to help customers solve their most difficult challenges.

Achieve greater operating leverage and generate cost synergies

•	Operational efficiencies anticipated to result in annual run-rate cost synergies of up to $75 million approximately two years after the completion of the Acquisition.

•	VIAVI anticipates utilizing its US net operating losses to lower the combined group’s blended non- GAAP tax rate.

•	VIAVI will prioritize debt paydown utilizing free cash flow generation after the completion of the Acquisition to lower leverage ratios towards 4.0x gross and 3.0x net over the long term.

The Acquisition will be funded by VIAVI’s existing cash, a fully committed $800 million 7-year term loan from Wells Fargo Bank, N.A. and a $400 million investment from Silver Lake in the form of a fully committed senior convertible note. In connection with the Silver Lake investment, Ken Hao, Chairman and a Managing Partner of Silver Lake will join the VIAVI Board of Directors. In addition, VIAVI obtained a $100 million 5-year revolving credit facility (unfunded at close), committed by Wells Fargo Bank, N.A., to provide additional financial flexibility.

More information (including the official offer announcement) and further information about the Acquisition can be found at https://investor.viavisolutions.com/overview/default.aspx.

Advisors

Qatalyst Partners is serving as lead financial advisor to VIAVI and Bidco, and Wells Fargo Securities is serving as financial advisor to VIAVI and Bidco. Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal advisor to VIAVI and Bidco. Rothschild & Co is serving as financial advisor and UBS and Jefferies are serving as financial advisor and corporate broker to Spirent. Linklaters LLP is serving as its legal advisor.

About VIAVI Solutions

VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions for telecommunications, cloud, enterprises, first responders, military, aerospace and railway. VIAVI is also a leader in light management technologies for 3D sensing, anti-counterfeiting, consumer electronics, industrial, automotive, government and aerospace applications. In 2023, we celebrate over 100 years of Network Transformation and Optical Innovation. Learn more about VIAVI at www.viavisolutions.com.

About Spirent Communications plc

Spirent Communications plc (LSE: SPT) is the leading global provider of automated test and assurance solutions for networks, cybersecurity and positioning. The Company provides innovative products, services and managed solutions that address the test, assurance and automation challenges of a new generation of technologies, including 5G, SD-WAN, Cloud, autonomous vehicles and beyond. From the lab to the real world, Spirent helps companies deliver on their promise to their customers of a new generation of connected devices and technologies. Further information about Spirent Communications plc can be found at https://corporate.spirent.com/.

Important Notices

Qatalyst Partners LP, which is authorized by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the US, is acting exclusively as financial advisor to VIAVI and Bidco and will not be responsible to anyone other than VIAVI and Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this press release. No representation or warranty, express or implied, is made by Qatalyst Partners LP as to the contents of this press release.

Wells Fargo Securities, LLC, a subsidiary of Wells Fargo & Company, which is authorized by the Securities and Exchange Commission and regulated by the Financial Industry Regulatory Authority and the Securities and Exchange Commission in the USA, is acting exclusively as financial advisor to VIAVI and Bidco and will not be responsible to anyone other than VIAVI and Bidco for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this press release.

N.M. Rothschild & Sons Limited (“Rothschild & Co”), which is authorized and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial advisor to Spirent and no one else in connection with the Acquisition and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this press release, any statement contained in this press release, the acquisition of Spirent or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this press release.

UBS AG London Branch (“UBS”) is authorized and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorized by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the UK. UBS is acting exclusively as corporate broker and financial advisor to Spirent and no one else in connection with the Acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this press release or any other matter referred to herein.

Jefferies International Limited (“Jefferies”) is authorized and regulated in the UK by the Financial Conduct Authority. Jefferies is acting exclusively as financial advisor and corporate broker to Spirent and no one else in connection with the Acquisition and will not be responsible to anyone other than Spirent for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this press release, any statement contained in this press release, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Jefferies as to the contents of this press release.

This press release is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell, or an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise.

This press release is not an advertisement and does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this press release and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed, or sent in, into, or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this press release and all documents relating to the Acquisition (including custodians, nominees, and trustees) must not mail or otherwise distribute or send them in, into, or from such jurisdictions where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition shall be subject to the applicable requirements of English law, the Takeover Code, the Panel, the London Stock Exchange, and the Financial Conduct Authority.

Additional Information for US Investors

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this press release is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the US.

However, if Bidco were to elect to implement the Acquisition by means of a takeover offer, such Takeover Offer would in addition need to be made in compliance with any applicable US laws and regulations, including any applicable exemptions under the US Exchange Act. Such a takeover would be made in the US by Bidco and no one else.

In the event that the Acquisition is implemented by way of a takeover offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent outside the US, other than pursuant to such takeover offer, during the period in which such takeover offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

In accordance with normal UK practice, VIAVI, Bidco, or their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Spirent, other than pursuant to the Acquisition, until the date on which the Acquisition and/or scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US shareholder or holder of Spirent ADRs pursuant to the scheme will likely be a taxable transaction for US federal income tax purposes. Each Spirent Shareholder and Spirent ADR holder is urged to consult their independent professional advisor immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US state and local, as well as overseas and other, tax laws.

Financial information relating to Spirent included in this press release and the scheme document (or, if applicable, the offer document) has been or shall have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Bidco and Spirent are organized under the laws of England and Wales. Some or all of the officers and directors of Bidco and Spirent, respectively, are residents of countries other than the US. In addition, most of the assets of Bidco and Spirent are located outside the US. As a result, it may be difficult for US shareholders of Spirent and Spirent ADR Holders to effect service of process within the US upon Bidco or Spirent or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the US.

Forward-Looking Statements

This press release (including information incorporated by reference in this press release), oral statements made regarding the Acquisition, and other information published by Spirent, any member of the Spirent Group, VIAVI, Bidco, or any member of the VIAVI Group, contain statements which are, or may be deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Spirent, any member of the Spirent Group, VIAVI, Bidco, any member of the VIAVI Group, or any member of the combined group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this press release may relate to Spirent, any member of the Spirent Group, VIAVI, Bidco, any member of the VIAVI Group, or any member of the combined group’s future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “assumes”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward- looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Spirent, any member of the Spirent Group, VIAVI, Bidco, any member of the VIAVI Group, or any member of the combined group’s operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Spirent, any member of the Spirent Group, VIAVI, Bidco, any member of the VIAVI Group, or any member of the combined group’s business.

None of Spirent, any member of the Spirent Group, VIAVI, Bidco, nor any member of the VIAVI Group, nor any member of the combined group, nor any of their respective associates or directors, officers or advisors, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this press release shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties, and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the combined group, there may be additional changes to the combined group’s operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this press release. All subsequent oral or written forward-looking statements attributable to Spirent, any member of the Spirent Group, VIAVI, Bidco, or any member of the VIAVI Group, or any member of the combined group, or any of their respective associates, directors, officers, employees, or advisors, are expressly qualified in their entirety by the cautionary statement above.

Spirent, any member of the Spirent Group, VIAVI, Bidco, any member of the VIAVI Group and any member of the combined group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events, or otherwise.

No Profit Forecasts or Estimates

No statement in this press release is intended as a profit forecast or estimate for any period and no statement in this press release should be interpreted to mean that earnings or earnings per share for VIAVI or Spirent, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for VIAVI or Spirent, as appropriate.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the press release in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the press release in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

(i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

Rounding

Certain figures included in this press release have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Contacts

VIAVI Solutions

Prosek Partners (Public Relations Advisor to VIAVI Solutions and VIAVI Solutions Acquisitions Limited) Philip Walters, Prosek Partners (UK)

+44 (0) 7773331589

Andrew Merrill, Prosek Partners (US)

+1 917 622 1252

pro-viavi@prosek.com

Spirent Communications

Dentons Global Advisors (Public Relations Advisor to Spirent Communications)

James Melville-Ross

Humza Vanderman

Leah Dudley

+44 2070387419

spirent@dentonsglobaladvisors.com

Document and Entity Information	Mar. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 04, 2024
Entity File Number	000-22874
Entity Registrant Name	VIAVI SOLUTIONS INC.
Entity Central Index Key	0000912093
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-2579683
Entity Address, Address Line One	7047 E Greenway Pkwy
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85254
City Area Code	408
Local Phone Number	404-3600
Title of 12(b) Security	Common Stock, par value of $0.001 per share
Trading Symbol	VIAV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false