B Medical Systems Holding S.A., a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg (Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés de Luxembourg), (registration number B94593 (formerly D B 6352)) having its registered office at 17 Op der Hei, L-9809 Hosingen, Grand Duchy of Luxembourg (the "Seller");

Azenta Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated in the Grand Duchy of Luxembourg (Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés de Luxembourg), registration number B84002) having its registered office at 70, Route d'Esch, L - 1470 Luxembourg (the "Buyer"); and

Azenta, Inc., a company incorporated in Delaware, United States of America, (registration number: 043040660) having its registered address at 15 Elizabeth Drive, Chelmsford, MA, 01824, United States of America (the "Guarantor"),

B Medical Systems S.à r.l. (Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés de Luxembourg), company registration number: B91535 (formerly D B 451)) is a private limited liability company (société à responsabilité limitée) incorporated in the Grand Duchy of Luxembourg, having its registered office at 17 Op der Hei, L-9809 Hosingen, Grand Duchy of Luxembourg (the "Company"), brief particulars of which are set out in Part 1 of Schedule 1.

The Seller is the legal and beneficial owner of 100,000 ordinary shares having a par value of EUR 25 each in the Company (the "Sale Shares").

The Parties have agreed that the Seller shall sell the Sale Shares, and the Buyer shall buy the Sale Shares, on and subject to the terms and conditions of this Agreement.

INTERPRETATION

In this Agreement:

the Initial Completion Date; or

if the HSBC Release Confirmation has not been received by the Buyer before the Initial Completion Date, the Business Day immediately after receipt by the Buyer of the HSBC Release Confirmation; or

such other date as may be fixed for Completion pursuant to clause 7.4(b);

the information was public prior to or at the time of disclosure;

the information becomes public other than in breach of this Agreement; or

the information was already known to the recipient Party before the Signing Date

packaging, emissions, seepages, spillages, discharges, escapes, releases or threatened escapes or releases of chemicals, hazardous substances, wastes, materials or noise into the Environment; or

the notification, manufacture, processing, distribution, use, keeping, treatment, disposal, deposit, storage, transport, handling or remediation of chemicals, hazardous substances, wastes or other materials;

suspending or ceasing, or threatening to suspend or cease, to carry on any material or substantial part of its business;

being declared to be unable to pay its debts under or within the meaning of any Applicable Law;

being unable to pay or admitting inability to pay its debts as they fall due;

suspending or threatening to suspend, or giving notice to any of its creditors that it has suspended or is about to suspend, payment of any of its debts;

commencing negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; or

the value of the assets of that person being less than the liabilities of that person, taking into account contingent and prospective liabilities;

patents, registered and unregistered trademarks, rights in domain names and URLs, registered designs, unregistered rights in designs, copyright and database rights, rights in Know-How, service marks, rights in trade names, business names, logos or get-up, petty patents, utility models, rights in inventions and, in each case, rights of a similar or corresponding character; and

applications for any of the rights referred to in sub-paragraph (a) above;

any dividend or other distribution of profits, assets, loans, gifts, acquisitions or disposals of assets that has been declared, paid or made by any Group Company to or in favour of the Seller or any Affiliate of the Seller (other than to another Group Company);

any allotment or issue of any securities of a Group Company to or for the benefit of

payment made by any Group Company to or in favour of the Seller or any Affiliate of the Seller (other than to another Group Company) for the purchase, redemption or repayment of any share capital, loan stock or other securities of any Group Company or any other return of share capital of any Group Company;

the payment by any Group Company of any sums to any person (including any (i) payment by the Company to HSBC in respect of any interest accrued and accruing on the AHL Principal Amount pursuant to the HSBC Senior Facilities Agreement during the period commencing from the Locked Box Date up to (and including) the Funds Payment Date, and/or (ii) costs and bonuses related to Completion, management fees, finder's fees, professional advisers' fees and any associated Taxes) in connection with the Transaction, other than in the ordinary course of business;

any Encumbrance over an asset of any Group Company in favour or for the benefit of the Seller or any Affiliate of the Seller (excluding any other Group Company) or any of their respective creditors;

the assumption by any Group Company of liabilities from the Seller or any Affiliate of the Seller (other than the assumption of the liabilities of another Group Company), or the indemnification paid or incurred by any Group Company for the benefit of the Seller or any Affiliate of the Seller (other than for the benefit of another Group Company) against any liabilities;

the waiver by any Group Company of any amount owed to any Group Company by the Seller or any Affiliate of the Seller (excluding any amount owing by another Group Company); and/or

any agreement, arrangement or commitment by or on behalf of any Group Company or the Seller or any Affiliate of the Seller (excluding any other Group Company) to do any of the things referred to in (a) to (g) (inclusive) above,

Navis Asia VII Management Company Limited, a company incorporated in the Cayman Islands having its registered office at Ugland House, PO Box 309, Grand Cayman KY1-1104, Cayman Islands;

Navis Capital Partners Limited, the ultimate parent of the Navis Capital group of companies; and

any investment fund or investment holding company whose funds are managed or advised by Navis Capital Partners Limited (or any Affiliate of Navis Capital Partners Limited), or by any fund management entity whose management is controlled directly or indirectly by the management of Navis Capital Partners Limited (or any 'Affiliate of Navis Capital Partners Limited);

any payment made to the Seller or any Affiliate of the Seller in respect of goods or services supplied to any Group Company in the normal and usual course of business by the Seller or its Affiliate on arm's length terms;

any payment made in respect of fees and expenses to directors of the Seller or its Affiliates (excluding any Group Company) or salaries, pension contributions, performance or other bonuses or other reimbursements, benefits or expenses due to any employee of the Seller or its Affiliates (excluding any Group Company) in the ordinary course of their employment, in each case, not exceeding one hundred thousand Euros (€100,000);

payments (or accruals in respect of payments to be made) which are provided for or otherwise accounted for in the Accounts or the Management Accounts;

payments (or accruals in respect of payments to be made) in connection with any action(s) undertaken at the written request of, or with the written consent of, any member of the Buyer's Group, including any payment to be made by any Group Company in connection with paragraph 3.2 of Schedule 2 for the preparation of the financial statements referred to therein in a form and substance compliant with the requirements imposed therefor by the U.S. Securities and Exchange Commission;

any payments, waivers, distributions, contributions, set-off or release by a Group Company in connection with, or for the purposes of, any of the Permitted Matters;

any specific payments set out in Schedule 8; and

the payment of, or agreement to pay, any Tax or incurring any obligation to pay any Tax which is or was incurred by any Group Company in connection with the matters set out in sub-paragraphs (a) to (d) above (to the extent not already included in those sub-paragraphs);

the term loan agreement dated 18 February 2016 entered into between Asclepius Holding Ltd. (as initial lender) and the Company (as borrower); and

the receivable assignment and exchange agreement dated 19 February 2016 entered into between Asclepius Holding Ltd. (as assignor), the Seller (as assignee) and the Company (as debtor);

long term loan contract dated 19 March 2021 made between SNCI and the Company in relation to the grant of a loan amount of [***] by SNCI to the Company; and

long term loan contract dated 30 June 2021 made between SNCI and the Company in relation to the grant of a loan amount of [***] by SNCI to the Company;

all forms of tax, levy, impost, contribution, duty, liability and charge in the nature of taxation and all related withholdings or deductions of any nature; and

all related fines, penalties, charges and interest,

relates to, or is entered into in connection with, the sale by the Seller, and the purchase by the Buyer, of the Sale Shares; and

this Agreement;

the Disclosure Letter;

the Luxembourg Transfer Form; or

each other document required to be entered into by any or all of the Parties on or before Completion under the terms of an agreement or document referred to in sub- paragraphs (a), (b) and (c) above,

In this Agreement:

a reference to a clause, paragraph or Schedule is, unless stated otherwise, a reference to a clause or paragraph of, or Schedule to, this Agreement;

a reference in a Schedule to a paragraph is, unless otherwise stated, a reference to a paragraph in that Schedule or, where that Schedule is split into parts, a reference to a paragraph in that part of that Schedule;

a reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation in place as at the Signing Date as such enactment or statutory provision has been amended, consolidated, modified, re-enacted or replaced prior to the Signing Date;

a reference to a "person" includes any individual, sole proprietorship, unincorporated association, company, corporation, firm, partnership, joint venture, state, state agency, institution or trust (whether or not having a separate legal personality);

a reference to a document being in the "agreed form" is a reference to a document in the form and terms approved and, for the purposes of identification only, initialled, by or on behalf of the Buyer and the Seller;

a reference to one gender is a reference to all or any genders;

a reference to the singular includes reference to the plural and vice versa;

a "Party" includes a reference to that Party's successor and permitted assigns;

any reference to "EUR", "Euros" or "€" shall mean the lawful currency for the time being of the European Union;

any reference to "US$", "USD" or "US Dollars" shall mean the lawful currency for the time being of the United States of America;

a reference to a particular time of day is, unless stated otherwise, a reference to that time in London;

an action that is to take place on a particular day means, unless a time is specified, that that action can take place at any time on or before 11:59 p.m. London time on that day;

references to any document (including this Agreement) or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time; and

a reference to "including" or "includes" does not limit the scope of the meaning of the words preceding it.

The Schedules form part of this Agreement and a reference to "this Agreement" includes its Schedules.

The headings in this Agreement are inserted for convenience and reference purposes only and do not affect its interpretation.

SALE AND PURCHASE OF THE SALE SHARES

CONSIDERATION

The aggregate consideration payable by the Buyer for the Sale Shares shall be an amount equal to the sum of:

four hundred and five million eight hundred and eleven thousand and five hundred fifty two euros and seventy cents (€405,811,552.70); plus

interest (accruing on a daily basis, assuming a 365-day year) at a rate of:

two per cent. (2%) per annum on the amount in clause 3.1(a) from (and including) the day immediately following the Locked Box Date up to (and including) the Signing Date; and

six point five per cent. (6.5%) on the amount in clause 3.1(a) from (and including) the day immediately following the Signing Date up to (and including) the Initial Completion Date; less

any Leakage which the Seller has notified the Buyer of no later than five (5)

an amount of fifty per cent. (50%) of the applicable premium paid by the Buyer prior to the Completion Date for the W&I Insurance Policy, subject to a maximum liability of the Seller under this clause 3.1(d) being capped at five hundred thousand Euros (€500,000); plus

The Buyer shall satisfy its obligation to pay the Consideration by:

payment to the Seller of the Initial Purchase Price in cash in accordance with the provisions of paragraph 2.3 of Part 2 of Schedule 3; and

payment to the Seller of the Earn-Out Payment (if applicable) in cash in accordance with the provisions of Schedule 9.

The Buyer shall make payment to:

HSBC of the HSBC Redemption Amount in cash in accordance with the provisions of paragraph 2.2 of Part 2 of Schedule 3; and

the Seller of the Initial Purchase Price in cash in accordance with the provisions of paragraph 2.3 of Part 2 of Schedule 3.

For the purpose of calculating the amount of the Consideration for Tax purposes, if any payment is made by the Seller to the Buyer in respect of any Claim, such payment will be treated as having reduced the Consideration by the amount of the payment to the extent permissible by Applicable Law, but will not reduce the Consideration to below zero.

GUARANTEE

In consideration of the Seller entering into this Agreement, the Guarantor as a primary obligor and not merely as a surety irrevocably and unconditionally guarantees the performance by the Buyer of all the Buyer's payment obligations under this Agreement and the Buyer's obligations under clauses 6 (Signing and Pre-Completion Matters), 7 (Completion), 11.1 (Post-Completion Obligations) 14 (Director and Officer – Release from Liability and Insurance) of, and Schedule 9 (Earn-out Payment) to, this Agreement and, if there is any failure by the Buyer to perform those obligations, will itself perform them and will indemnify the Seller in respect of such failure.

This guarantee is a continuing guarantee and except for an express written release by the Seller of the Guarantor or variation of the Guarantor's liability in writing by the Seller, the

an interim or partial performance by the Buyer of its obligations;

a variation of this Agreement or other agreement entered into by the Buyer (unless in either case made with the written agreement of the Seller);

time or indulgence given by the Seller to the Buyer; or

an Insolvency Event occurring in respect of the Buyer or the dissolution of the Buyer.

LOCKED BOX

The Seller warrants to the Buyer that during the period commencing from the Locked Box Date up to and including the Completion Date, other than the Permitted Leakage:

there has been no Leakage up to the Signing Date, and there will be no Leakage during the period from the Signing Date up to the Completion Date;

neither the Seller nor any Affiliate of the Seller (excluding any Group Company) has received or benefitted, or will receive or benefit, from any Leakage; and

no arrangement or agreement has been made or entered into (or will be made or entered into) that has resulted or will result in the Seller or any Affiliate of the Seller (excluding any Group Company) receiving or benefiting from any Leakage,

The Seller undertakes to the Buyer to promptly notify the Buyer in writing on becoming aware of any Leakage (and in any event within five (5) Business Days of the Seller becoming aware but no later than five (5) Business Days prior to the Funds Payment Date) which would constitute a breach by the Seller of the Locked Box Warranty.

Following the Buyer becoming aware of any breach of the Locked Box Warranty, the Buyer shall be entitled at any time up until the Locked Box Claim Date to serve written notice on the Seller bringing a Claim against the Seller for breach of the Locked Box Warranty, and such notice shall set out the Buyer's calculation of the Leakage Amount and any details of which the Buyer is actually aware of.

Subject to Completion occurring, in the event of any breach of the Locked Box Warranty, the Seller shall indemnify the Buyer on a Euro for Euro basis (or, as the case may be, on the same basis in the currency received) for an amount equal to the Leakage Amount actually received by the Seller or any Affiliate of the Seller (excluding any Group Company), in each case:

net of:

any Relief to the extent that a Saving arises wholly as a result of such Leakage and such Saving has been actually obtained and utilised by a Group Company in the accounting period in which that Leakage arises or the following accounting period after that Leakage has arisen; and

any amount in respect of value added tax, consumption tax or similar Tax which is recoverable as input tax by a Group Company in respect of such leakage,

plus reasonable costs and expenses (including Taxes and net of any Relief from which any Group Company has actually benefitted) incurred by the Buyer in enforcing its rights against the Seller under this clause 5.4, provided that the Buyer delivers to the Seller evidence of such reasonable costs and expenses being incurred by it together with its written notice under clause 5.3, and the Buyer uses commercially reasonable efforts to keep any such costs and expenses to a minimum.

The liability of the Seller pursuant to this clause 5 shall terminate on the Locked Box Claim Date unless, prior to that date, the Buyer has served notice on the Seller in accordance with clause 5.3 in which event only the liability in respect of the breach so notified shall continue beyond the Locked Box Claim Date.

Nothing in this clause 5 shall have the effect of limiting, restricting or excluding any liability of the Seller which is the consequence of fraud on the part of the Seller.

SIGNING AND PRE-COMPLETION MATTERS

On the Signing Date, the Seller and the Buyer shall each comply with their respective Signing obligations set out in Part 1 of Schedule 3.

Between the Signing Date and the Completion Date (inclusive), the Seller agrees to:

comply with Schedule 2; and

so far as reasonably practicable, ensure that each Group Company complies with paragraphs 1 and 2 of Schedule 2.

No later than the date falling thirty (30) days prior to the Funds Payment Date, the Seller shall procure delivery by the Company to SNCI of a duly signed copy of the SNCI Prepayment Notice, which shall specify the SNCI Settlement Amount in full.

No later than the date falling five (5) Business Days prior to the Funds Payment Date, the Seller shall procure delivery to HSBC of a duly signed copy of the HSBC Prepayment Notice.

COMPLETION

Completion shall take place remotely via the electronic exchange of documents and signatures on the Completion Date (or such other location, time and date agreed in writing between the Buyer and the Seller).

At Completion, the Seller and the Buyer shall each comply with their respective obligations set out in Part 2 of Schedule 3.

Neither the Buyer nor the Seller shall be obliged to complete the sale and purchase of the Sale Shares on the Completion Date unless each such Party complies with all its obligations set out in Part 2 of Schedule 3.

If Completion does not take place on the Completion Date because either the Buyer or the Seller fails to comply with any of their obligations set out in Part 2 of Schedule 3, then the Buyer (in the case of default by the Seller) or the Seller (in the case of default by the Buyer) may by notice to the other, choose to:

proceed to Completion to the extent reasonably practicable and set another date on which the defaulting Party shall comply with those obligations which it has failed to comply with on or prior to the Completion Date; or

postpone Completion to a date not more than ten (10) Business Days after the original date and time set for Completion in clause 7.1, in which case the provisions of this clause 7 and Part 2 of Schedule 3 shall apply mutatis mutandis to any such postponed Completion as if the date specified by the non-defaulting Party pursuant to this clause 7.4(b) is the Completion Date.

Save for any inter-company loan or debt claims between each of the Company and the Seller or any member of the Seller's Group as set out in paragraph 2.3 of Schedule 2, to the extent that any claim, right of action or liability held by the Seller or any member of the Seller's Group exists or may exist against any Group Company (or vice versa), the Seller or the Group Company (as the case may be) subject to and with effect from Completion, irrevocably and unconditionally waives such claim, right of action or liability and releases and discharges the relevant Group Company or the Seller (as the case may be) from any liability whatsoever in respect of such claim, right of action or liability. To the extent that any member of the Seller's Group holds any such claim, right of action or liability as aforesaid on Completion, the Seller shall subject to Completion occurring, procure the irrevocable and unconditional waiver of such liability by such member of the Seller's Group on written demand by the Buyer therefor.

BUYER'S WARRANTIES

The Buyer warrants to the Seller that each of the Buyer's Warranties is true and accurate as at the Signing Date.

The Buyer warrants to the Seller that each of the Buyer's Warranties will be true and accurate in all respects as at the Completion Date as if they had been given again at Completion by reference to the facts and circumstances then existing as if references in the Buyer's Warranties to the Signing Date were references to the Completion Date.

Each Buyer's Warranty shall be construed as a separate and independent warranty and shall not be expanded by reference to any other matter, warranty or undertaking unless expressly provided by this Agreement.

SELLER'S WARRANTIES

Subject to the limitations set out in Schedule 6, the Seller warrants to the Buyer that each of the Seller's Warranties is true and accurate as at the Signing Date.

The Seller warrants to the Buyer that each of the Repeated Fundamental Warranties will be true and accurate in all respects as at the Completion Date as if they had been given again at Completion by reference to the facts and circumstances then existing as if references in the Repeated Fundamental Warranties to the Signing Date were references to the Completion Date.

Each Seller's Warranty shall be construed as a separate and independent warranty and shall not be expanded by reference to any other matter, warranty or undertaking unless expressly provided by this Agreement.

For the purposes of this Agreement, where a Seller's Warranty is qualified by "so far as the Seller is aware" or other similar expression, the Seller's awareness is limited to the actual knowledge at the Signing Date of Jesal Doshi, Luc Antoine André Provost, Susan Dewell Crassaerts, Gwenn Vanweddingen, Delphine Buron, Andrea Scammacca and Marnick Dewilde, and for the purposes of this clause 9.4, these persons are deemed to have made due enquiries of each other.

Subject always to Schedule 6, the Seller shall not be liable in relation to a Seller's Warranty, and the Buyer shall not be entitled to claim that any Seller's Warranty is untrue or inaccurate, if the facts, matters, events or circumstances giving rise to the relevant claim in respect of a Seller's Warranty are:

contained or referred to in this Agreement;

Fairly Disclosed in the Disclosure Letter; and

Fairly Disclosed in the Data Room Information.

The Seller agrees not to bring a claim which it may have against any present or former officers, directors or employees of any Group Company arising out of any information or advice provided (or omitted to be provided) by any such person and on which the Seller has relied when making any representation or giving a Seller's Warranty or preparing the Disclosure Letter or on which the Seller has relied when agreeing to the terms of a Transaction Document. This clause 9.6 shall not apply to a claim made against any person alleged to have acted fraudulently.

The Buyer agrees not to bring a claim which it may have against any present or former officers, directors or employees of any member of the Seller's Group arising out of any information or advice provided (or omitted to be provided) by any such person on which the Buyer has relied when agreeing to the terms of a Transaction Document. This clause 9.7 shall not apply to a claim made against any person alleged to have acted fraudulently.

The Parties agree that in connection with the giving of the Seller's Warranties, the Buyer shall put in place the W&I Insurance Policy on the terms set out in Schedule 6 and this clause 9.8 as follows:

the Buyer shall procure that at all times, the W&I Insurance Policy contains terms the effect of which are that the W&I Insurers irrevocably and unconditionally:

waive any rights to take subrogated action or to claim in contribution or to exercise rights assigned to it against any member of the Seller's Group in relation to any claim for a breach of the Seller's Warranties, save in the case of fraud; and

acknowledge and agree that each member of the Seller's Group is entitled to directly enforce the waiver referred to in clause 9.8(a)(i) and may plead such waiver in bar to any subrogated action, claim in contribution or exercise of assigned rights which may be brought against them in any jurisdiction and that in respect of such waiver the Buyer contracts in its own right and as agent of each member of the Seller's Group;

the Buyer shall not, without the prior written consent of the Seller (which shall not be unreasonably withheld or delayed), materially amend or terminate the W&I Insurance Policy; and

the Buyer shall, where requested to do so by a member of the Seller's Group, enforce any term of the W&I Insurance Policy under which each of the W&I Insurers waives its right to take subrogated action or to claim in contribution or to exercise rights assigned to it against a member of the Seller's Group (and without prejudice to, or limitation of, any right of a member of the Seller's Group to separately enforce such terms).

LIMITATIONS ON LIABILITY

POST-COMPLETION OBLIGATIONS

After Completion, the Buyer shall permit, and shall ensure that each member of the Buyer's Group (which for these purposes shall include the Group) permits upon reasonable prior notice and during normal working hours, the Seller together with its representatives to have reasonable access to, and to take copies of, the books, records and documents of the Group to the extent that:

they are within the Buyer's Group's possession;

they relate to the period prior to Completion; and

they are reasonably required by the Seller to comply with any Applicable Law or in connection with its accounting obligations or Tax affairs.

After Completion, the Seller shall permit, and shall ensure that each member of the Seller's Group permits, upon reasonable prior notice and during normal working hours, the Buyer and its representatives to have reasonable access to, and to take copies of, the books, records and documents of the Group to the extent that:

they are within the Seller's Group's possession;

they relate to the period prior to Completion; and

they are reasonably required by the Buyer to comply with any Applicable Law or in connection with its accounting obligations or Tax affairs.

The Buyer agrees that, following Completion, the Seller shall not be required to maintain any of the insurance policies maintained prior to Completion by or on behalf of the Seller in relation to the Group.

CONFIDENTIALITY

Subject to clause 12.2, the Parties shall, and shall procure that their respective Affiliates, shareholders, directors, officers, employees, advisers, agents and consultants shall, treat as strictly confidential and not disclose or use any Confidential Information and shall ensure that no member of the Buyer's Group or the Seller's Group (as applicable) discloses information relating to the negotiation, existence or provisions of a Transaction Document unless it has first obtained the other Parties' written permission.

Subject to clause 12.3, the Parties agree that clause 12.1 shall not prohibit the disclosure or use of any information by any Party if and to the extent that:

the disclosure or use is required by Applicable Law, a court of competent jurisdiction or a competent judicial, governmental, supervisory or regulatory body, or the rules and regulations of any recognised stock exchange or any professional standards body to which such Party or its Affiliates is or may become subject, provided however, that the Party receiving the Confidential Information shall use reasonable efforts to limit the disclosure of the Confidential Information to the extent permitted by Applicable Law;

the disclosure or use is required or desired for the purpose of any legal proceedings arising out of this Agreement or any other Transaction Document, or the disclosure or use is reasonably required to be made to a Tax Authority in connection with the Tax affairs of the disclosing Party, provided however, that the Party receiving the Confidential Information shall use reasonable efforts to limit the disclosure of the Confidential Information to the extent permitted by Applicable Law;

the disclosure is made to Affiliates, directors, officers, employees, advisers, lenders, agents and consultants of any Party, in each case on terms that the relevant Party will procure that such Affiliates, directors, officers, employees, advisers, lenders, agents and consultants comply with the provisions of this clause 12 in respect of such information as if they were a party to this Agreement;

the Seller (in the case of a disclosure by the Buyer) or the Buyer (in the case of a disclosure by the Seller) (as applicable) has given prior written approval for such disclosure or use; or

the information is contained in an Announcement which has been made in compliance with the terms of clause 13.

The restrictions under clause 12.1 shall not apply to any information disclosed by the Seller to Navis or any actual or prospective investors in funds managed or advised by Navis, or to any prospective investor in Navis (directly or indirectly), including a disclosure made to any general partner, limited partner, manager, trustee or nominee of, or investor or prospective investor in Navis (directly or indirectly), provided that, in the case of disclosure to a prospective investor, information shall be disclosed only to the extent the Seller reasonably determines such Confidential Information is required by such prospective investor to make an investment decision, and provided further that the Seller shall procure that such recipients of any Confidential Information shall comply with the provisions set out in this clause 12 as if they were a party to this Agreement.

The Seller and/or the Buyer may only make disclosures in the circumstances contemplated by clauses 12.2(a) or 12.2(b) if before making any such disclosure they have consulted with the other and taken into account that Party's requirements as to the timing, content or manner of making the disclosure to the extent permitted by Applicable Law and to the extent it is reasonably practicable to do so.

The restrictions in this clause 12 shall continue to apply after Completion or termination of this Agreement for a period of three (3) years from the Completion Date.

ANNOUNCEMENTS

Subject to clause 13.2, the Buyer or Seller shall not:

make or send; or

permit another person to make or send on its behalf,

Clause 13.1 shall not apply to an Announcement:

previously consented to, which may be repeated in whole or in part by any Party provided that the prevailing facts and circumstances in respect of the Announcement previously consented to are not materially different;

which is required by Applicable Law, a court of competent jurisdiction or a competent judicial, governmental, supervisory or regulatory body; or

which is required by a rule of a stock exchange or listing authority on which the shares or other securities of a member of that Party's group are listed or traded.

The Seller and/or the Buyer may only make or send an Announcement contemplated by clauses 13.2(b) and 13.2(c) if before making or sending any such Announcement they have consulted with each other and taken into account each other's requirements as to the timing, content or manner of making or sending such Announcement to the extent permitted by Applicable Law and to the extent it is reasonably practicable to do so.

DIRECTOR AND OFFICER - RELEASE FROM LIABILITY AND INSURANCE

From and after Completion, to the maximum extent permitted under Applicable Law, the Buyer shall release, and shall cause the Group Companies to release, each present and former director, officer and employee of the Group Companies, who are present or former employees, partners or officers of Navis or any of its Affiliates (excluding any other director, officer or employee of the Group) (the "Released Persons"), from any and all liabilities arising out of or pertaining to such Released Persons' duty or capacity as director, officer or employee of the Group Companies at or prior to Completion, other than any criminal liability, whether asserted or claimed prior to, at or after Completion, and the Buyer shall not, and shall cause the Group Companies not to, make any claim for indemnity (including through a shareholders' derivative action) against any such Released Persons in connection with any such liabilities. Without limiting the foregoing, the Buyer shall cause each Group Company, for a period of not less than six (6) years from the Completion Date:

to maintain provisions (if any) in its organisational and constitutional documents or any agreement for the benefit of any such Released Persons, concerning the indemnification and exculpation of such persons that are no less favourable to those persons than the provisions of the organisational and constitutional documents of such Group Company or such agreement (as applicable), in each case, as of immediately prior to Completion; and

not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those persons thereunder, in each case, except as required by Applicable Law.

For a period of six (6) years from the Completion Date, the Buyer shall cause the Group Companies to maintain in effect directors' and officers' liability insurance covering those persons who are covered by any Group Company's directors' and officers' liability insurance policies as of immediately prior to Completion (the "Relevant Persons") on terms not less favourable than the terms of such insurance coverage as of immediately prior to Completion

the Buyer or the applicable Group Company, following Completion, may cause coverage to be extended under the Group Companies' existing directors' and officers' liability insurance as of immediately prior to Completion by obtaining a six (6)-year "tail" policy containing terms not less favourable than the terms of such existing insurance coverage with respect to matters existing or occurring at or prior to Completion; and

if any claim is asserted or made within such six (6)-year period, any insurance required to be maintained under this clause 14.2 shall be continued in respect of such claim until the final disposition thereof.

Notwithstanding any provision of this Agreement to the contrary, this clause 14 shall survive Completion for six (6) years (and if any claim(s) are asserted or made within such six (6)- year period against any Relevant Persons, for such longer period until final disposition of such claim(s)) and shall be binding, jointly and severally, on all successors and assigns of the Buyer.

In the event that the Buyer, the Group Companies or any of their respective successors or assigns: (a) consolidates with or merges into any other person and shall not be the continuing or surviving entity of such consolidation or merger; (b) transfers or conveys all or substantially all of its properties and assets to any person; or (c) winds up, dissolves or liquidates, then, and in each such case to the extent it is commercially practicable to do so in the Buyer's reasonable opinion, proper provision shall be made so that the Buyer or the Group Companies, or the successors or assigns of the Buyer or such Group Companies, as the case may be, shall assume and succeed to the obligations set out in clause 14.1.

ASSIGNMENT PROHIBITED

NOTICES

A notice, permission or other communication under or in connection with this Agreement shall be:

in writing;

in English;

signed by or on behalf of the person giving it; and

delivered by hand or sent by recorded delivery post or by email to the relevant Party to the contact, address and email address set out in clause 16.3 (or if otherwise notified by the relevant person under clause 16.7 to such other contact, address or email address as has been so notified).

In the case of notices only, a copy of any notice sent to a Party under or in connection with this Agreement shall be delivered by hand or sent by recorded delivery post or by email to the person ("copy recipient") indicated in clause 16.3, to the contact, address and email

The contact, address and email address for each Party and copy recipient is (unless otherwise notified under clause 16.7):

in the case of the Seller, as follows:

Hogan Lovells Lee & Lee
50 Collyer Quay

in the case of the Buyer and the Guarantor, as follows:

15 Elizabeth Drive Chelmsford, MA
01824

John.Obrien@azenta.com

John O'Brien

Taylor Wessing LLP
5 New Street Square
London

W.Belcher@taylorwessing.com

William Belcher

Unless there is evidence that it was received earlier, a notice or other communication that

if delivered by hand, at the time of delivery, except as provided in clause 16.5;

if sent by recorded delivery post, at 9.00 am on the second Business Day after the day of posting; and

if sent by email, at the time of its transmission, except as provided in clause 16.5.

If deemed delivery under clause 16.4 of a notice or other communication delivered by hand or sent by email occurs:

before 9.00 am on a Business Day, the notice or other communication is deemed delivered at 9.00 am on that day; and

after 6.00 pm on a Business Day or on a day which is not a Business Day, the notice or communication is deemed to have been given at 9.00 am on the next Business Day.

In this clause 16, a reference to time is to local time in the country in which the recipient of the relevant notice, permission or other communication is located.

A Party may notify each other Party of a change to any of the details for it referred to in clause 16.3 provided always such address is a physical address. The notice shall comply with the terms of clause 16.1 and must state the date on which the change is to occur. That date must be on or after the fifth (5th) Business Day after the date on which the notice is delivered.

COSTS

Except where this Agreement or another Transaction Document expressly provides otherwise, each Party shall pay its own costs incurred in connection with the negotiation, preparation, execution and implementation of this Agreement and each other Transaction Document.

Without prejudice to clause 17.1, the Buyer shall be responsible for any stamp duty or notarial fees and all registration and transfer Taxes and duties (or their equivalent) in all jurisdictions where such fees, Taxes and duties are payable as a result of the transfer of the Sale Shares pursuant to this Agreement, excluding any such fees, Taxes and duties (or their equivalent) attributable to a prior transfer in respect of the Sale Shares. The Buyer and the Seller shall use commercially reasonable efforts to cooperate to reduce or eliminate any fees, Taxes or duties described in the preceding sentence to the extent permitted by Applicable Law.

INTEREST ON LATE PAYMENT

VARIATION

WAIVER

RIGHTS AND REMEDIES ARE CUMULATIVE

COUNTERPARTS; ELECTRONIC SIGNATURES

EFFECT OF COMPLETION

ENTIRE AGREEMENT

This Agreement and each document referred to in it shall constitute the entire agreement between the Parties and supersedes any previous agreement or arrangement between the Parties relating to the subject matter of this Agreement.

The Buyer agrees and acknowledges that:

it has not relied on (nor been induced to enter into this Agreement by) any statement, representation or warranty which is not expressly included in any Transaction Document;

it is entering into this Agreement solely in reliance on its own commercial assessment and investigation and advice from its own professional advisers;

it has no claim or remedy in respect of a warranty, statement, misrepresentation (whether negligent or innocent) or undertaking made to it by or on behalf of the Seller in connection with or relating to a transaction which is not expressly included in any Transaction Document;

subject to the limitations set out in Schedule 6, the only claim or remedy that is available to the Buyer in respect of a warranty, statement, misrepresentation (whether negligent or innocent) or undertaking made to it by or on behalf of the Seller is a claim for damages for breach of this Agreement and not termination, rescission, damages in tort, damages under statute or any other remedy. Accordingly, the Buyer waives all and any rights of rescission or termination it may have in respect of any such matter; and

any monetary remedy at law, even if available, would not be an adequate remedy and irreparable damage would occur to a Party in the event that each other Party's obligations under this Agreement or any of the other Transaction Documents to which it is a party are not performed in accordance with the specific terms herein or therein or are otherwise breached. Accordingly, each Party agrees and acknowledges that each other Party shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement or any of the other Transaction Documents to which it is a party and to enforce specifically the terms and provisions hereof or thereof, and each Party shall not argue to the contrary and waives objection to the courts on the grounds of inadequacy of remedy or otherwise.

Nothing in this clause 24 shall limit and/or exclude any liability arising or remedy that is available as a result of fraud.

INVALIDITY

THIRD PARTY RIGHTS

FURTHER ASSURANCES

PAYMENTS

Save where specific provision is made in this Agreement, any payments due by a Party pursuant to this Agreement shall be effected by crediting the payment for same day value without deduction for bank or other similar charges to the account specified by the payee to the payer by telegraphic transfer or other electronic means on or before the due date for payment.

All sums payable by any Party under this Agreement must be paid free of and without any

provide such evidence of the relevant withholding as the payee may reasonably require; and

pay to the payee such amount as will ensure that, after the deduction or withholding has been made, the payee will have received a sum equal to the amount that the payee would otherwise have received in the absence of the deduction or withholding.

GOVERNING LAW AND JURISDICTION

This Agreement, the documents to be entered into pursuant to it, the arbitration clause contained in it and all non-contractual obligations arising in any way whatsoever out of or in connection with this Agreement or any such documents shall be governed by and construed in accordance with English law.

Any dispute, disagreement, controversy or claim arising out of or in connection with this Agreement (including without limitation any claims for set-off or counterclaim, or any question regarding the existence, validity or termination of this Agreement) or the legal relationships established by this Agreement shall be referred to and finally resolved by arbitration in London administered by the London Court of International Arbitration in accordance with the Arbitration Rules of the London Court of International Arbitration ("LCIA Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause 29.

The seat of the arbitration shall be London.

The arbitral tribunal shall consist of three (3) arbitrators. The Seller shall appoint one (1) arbitrator, the Buyer shall appoint one (1) arbitrator and the two (2) arbitrators so nominated shall designate a third arbitrator acceptable to both the Seller and the Buyer, failing which the third arbitrator shall be appointed in accordance with the LCIA Rules.

The language of the arbitration shall be English and all documents which are not in the English language and are to be submitted to the arbitration shall be submitted to the arbitration in their original form together with an English translation.

B Medical Systems North America LLC

B MEDICAL SYSTEMS INDIA PRIVATE LIMITED

CONTINUATION OF BUSINESS IN THE NORMAL COURSE

MATTERS REQUIRING BUYER'S PRIOR WRITTEN CONSENT

Save for the Permitted Matters, no Group Company may do or agree to do any of the following unless the Buyer gives its prior written consent (which the Buyer must not unreasonably withhold or delay in providing):

modifying any right attached to any shares in a Group Company;

creating, issuing or granting a right to acquire (either by transfer or subscription) any shares in the capital of a Group Company or issuing securities giving any right over any shares in a Group Company;

capitalising or repaying an amount standing to the credit of a reserve of a Group Company or redeeming or purchasing shares in the capital of a Group Company or otherwise reorganising the share capital of a Group Company;

admitting a person as a member of a Group Company or transferring, or approving the transfer of, shares in a Group Company;

creating any Encumbrance in relation to any asset of a Group Company, other than in the normal and usual course;

entering or agreeing to enter into any capital commitment or any contract involving any expenditure on capital account or the purchase of any capital equipment or other items of a capital nature with a value equal to or more than five million US Dollars (US$5,000,000);

dismissing any Key Employee or asking or requiring such Key Employee to work on terms which will result in that employee being entitled to claim that they have been constructively dismissed;

instituting, compromising or settling any material legal or arbitration proceedings where the cost or financial exposure of the Group or any one Group Company is in excess of one million US Dollars (US$1,000,000);

amalgamating or merging with any other company or concern or acquiring any shares in any other company or being party to any merger, contribution or spin-off or participating in any partnerships or joint venture;

borrowing any money or incurring any credit except by way of the drawdown or utilisation of facilities existing on the Signing Date or any of the SNCI Loan Agreements (including any loan facilities made available to the Group as at the Signing Date pursuant to the HSBC Senior Facilities Agreement), provided that no further utilisation of the aforesaid facilities shall take place after 16 September 2022; and/or

filing, amending, making, modifying or revoking any material Tax election or Tax Return, other than any Tax submission to the Tax Authority in the normal and usual

Neither paragraph 1 nor paragraph 2.1 of this Schedule 2 prevents or restricts the Seller or a Group Company from:

completing or performing any obligations under a contract entered into before the Signing Date or any obligations or undertakings set out in this Agreement or any other Transaction Document;

taking or omitting to take any action:

at the Buyer's written request; or

in order to comply with any Applicable Law; or

incurring or making any payment of Permitted Leakage.

For the purposes of this Schedule 2, "Permitted Matters" means:

the issuance of the SNCI Prepayment Notice by the Company to SNCI and the prepayment of the SNCI Settlement Amount by the Company in full;

the entry by the Company into a mutual release, set-off and waiver agreement with the Seller in relation to the mutual release, set-off and/or waiver of the following intercompany debt amounts existing between the Company and the Seller prior to Completion:

in connection with the Buyer's payment to HSBC of the HSBC Redemption Amount in accordance with clause 3.3(a), a debt owing by the Company to the Seller in respect of the principal amount and all accrued interest, charges, fees and other amounts outstanding and payable by the Company under the HSBC Senior Facilities Agreement prior to Completion;

the Seller's receivable for all unpaid Taxes owing by the Company to the Seller, in respect of all Tax amounts paid or payable by the Seller to the Tax Authority for and on behalf of the Company up to the Completion Date; and

the Company's receivable for all principal and interest amounts outstanding and payable to the Company by the Seller prior to Completion under, and in accordance with, the assignment and transfer agreement dated 27 February 2015 entered into between Dometic Sweden AB, as transferor, the Company, as transferee, and the Seller, as assigned debtor,

the declaration by the Company of a dividend in favour of the Seller for the distribution of the receivable owing by Asclepius Holding Ltd. to the Company, and the entry by the Company, as assignor, into an assignment agreement with the Seller, as assignee, and Asclepius Holding Ltd., as the assigned debtor, to effect the assignment of such receivable from the Company to the Seller, provided that any such distribution shall not exceed one million Euros (€1,000,000) (the "Dividend Distribution"); and

subject to completion of the matters set out in paragraphs 2.3(a) to 2.3(c) of this Schedule above:

the contribution by the Seller to the capital surplus account of the Company (account 115 "capital contribution without the issuance of new shares in the company" of the Luxembourg standard chart of accounts dated 12 September 2019) for an amount equal to the aggregate principal and interest receivable amount owing by the Company to the Seller under the PPL 2 Agreements (the "Capital Surplus Contribution Amount"); and

the payment of the Capital Surplus Contribution Amount by the Seller to the Company by way of set-off (compensation) against the amount owed by the Company to the Seller under the PPL 2 Agreements,

ACCESS TO THE GROUP

The Seller shall, where practicable, allow the Buyer and its representatives to have reasonable access to representatives of the Group designated by the Seller on reasonable prior notice during normal business hours.

The Seller shall use its reasonable endeavours to procure that the management of each Group Company assist the Buyer and/or the Buyer's appointed advisors with the preparation of each of the following financial statements in a form and substance compliant with the requirements imposed therefor by the U.S. Securities and Exchange Commission:

audited financial statements in respect of the Group for the financial year ending 31 December 2021; and

interim-financial statements in respect of each Group Company for the financial period commencing on 1 January 2022 and ending on 30 June 2022.

SELLER'S SIGNING OBLIGATIONS

a certified true copy of the resolutions of the board of directors of the Seller (certified as a true copy by a director of the Seller) approving the terms of the Transaction Documents and the entry by the Seller into the Transaction Documents;

(if required by the Buyer) evidence satisfactory to the Buyer of the capacity and authority of each person executing a Transaction Document on the Seller's behalf; and

the Disclosure Letter duly executed by the Seller.

BUYER'S SIGNING OBLIGATIONS

a certified true copy of the resolutions of the board of managers of the Buyer (certified as a true copy by a manager of the Buyer) approving the terms of the Transaction Documents and the entry by the Buyer into the Transaction Documents;

(if required by the Seller) evidence satisfactory to the Seller of the capacity and authority of each person executing a Transaction Document on the Buyer's behalf;

an acknowledgment of receipt of the Disclosure Letter duly executed by the Buyer; and

a letter from the W&I Insurers confirming that the Buyer has put in place the W&I Insurance Policy in connection with the Transaction together with a copy of the W&I Insurance Policy.

Seller's Completion Obligations

No later than 28 September 2022, subject to receipt by the Seller of a copy of a solicitors' undertaking issued and duly executed by the Buyer's Solicitors in relation to the Release Document and the required number of originals of the duly executed Release Document signed by each party to the Release Document in accordance with the terms of the Release Letter, the Seller shall deliver to the Buyer all originals of the duly executed Release Document.

On the Completion Date, subject to: (I) compliance by the Buyer with its payment obligations in paragraph 2.2(a) of this Part 2 to this Schedule 3; and (II) receipt by the Seller of the Initial Purchase Price in the Seller's Account, the Seller shall deliver to the Buyer:

the Luxembourg law governed share transfer agreement in the form attached in Schedule 10, duly executed by the Seller and counter-signed by the Company with effect on and from Completion (the "Luxembourg Transfer Form");

a scanned copy of the duly executed register of shareholders of the Company, evidencing the transfer of the Sale Shares from the Seller to the Buyer with transfer dated as at the Completion Date, the original copy to be provided together with the Company's corporate books in accordance with paragraph 1.5 of this Part 2 of this Schedule 3 below;

a scanned copy of the written resignations (signed and dated as at the Completion Date) in the agreed form of each of the following persons, pursuant to which such persons resign from their position held as managers or directors (as applicable):

in the Company:

Michael John Octoman, class B manager;

Jesal Doshi, class B manager;

Rajendra Nandakumar Pai, class B manager; and

Alberto Moreno Garcia-Rincon, class B manager; and

in B Medical Systems North America LLC:

Jesal Doshi, director;

Susan Dewell Crassaerts, director; and

Marnick Dewilde, director,

a certified true scanned copy of the board resolutions of the Company (certified as a true copy by a manager of the Company) and, where applicable, a certified true scanned copy of the board resolutions of each other relevant Group Company (certified as a true copy by a director of the relevant Group Company):

approving the execution of the Luxembourg Transfer Form, the registration

instructing and giving power to any manager of the Company to sign and execute the Luxembourg Transfer Form in the name and on behalf of the Company and take any action useful or necessary in connection therewith. including any filing with the Luxembourg Trade and Companies' Register (Registre de commerce et des Sociétés de Luxembourg) and the Luxembourg Recueil Electronique des Sociétés et Associations in order to evidence the transfer of the Sale Shares;

approving the execution, and entry into, by the Company of:

the mutual release, set-off and waiver agreement with the Seller to effect the Set-Off Transactions;

the assignment agreement with the Seller to effect the Dividend Distribution; and

the contribution agreement with the Seller to effect the PPL 2 Settlement;

approving (subject to receipt from the relevant person of a written consent to act as a director of the relevant Group Company and such documents and information as the relevant Group Company may require to complete its know-your-customer checks) the appointment as director(s) of the relevant Group Company (expressed to take effect from, and subject to, Completion) of such persons to be notified by the Buyer to the Seller prior to Completion; and

approving the resignation as directors of the relevant Subsidiary (expressed to take effect from, subject to, Completion) of each of the persons named in paragraph 1.2(c)(ii) of Part 2 of this Schedule 3 above; and

a certified true scanned copy of the resolutions of the shareholder of the Company (certified as a true copy by a director of the Seller), whereby the Seller (in its capacity as sole shareholder of the Company):

approves the transfer of the Sale Shares from the Seller to the Buyer in accordance with articles 710-12 and 710-29 of the Luxembourg law dated 10 August 1915 on commercial companies, as amended from time to time and the Company's articles of association, with effect from, and subject to, Completion;

approves the Dividend Distribution, and the execution, and entry into, by the Company of any assignment agreement in relation thereto;

approves the contribution by the Seller of the Capital Surplus Contribution Amount to the Company, and the payment of such amount by the Seller to the Company by way of set-off (compensation) against the amount owed by the Company to the Seller under the PPL 2 Agreements, and the execution, and entry into, by the Company of any contribution agreement in relation thereto;

acknowledges the resignation of the managers of the Company named in

subject to receipt from the relevant person of a written consent to act as a manager of the Company and such documents and information as the Company may require to complete its know-your-customer checks, approving the appointment as manager(s) of the Company (expressed to take effect from, and subject to, Completion) of such persons to be notified by the Buyer to the Seller prior to Completion.

On or prior to Completion, the Seller shall:

procure payment of an amount equal to the SNCI Settlement Amount by electronic transfer of funds for same day value without deduction for bank or other similar charges to such bank account nominated for this purpose by SNCI to the Seller; and

deliver to the Buyer a copy of the SWIFT MT 103 confirmation or equivalent irrevocable bank instruction issued by Banque Internationale à Luxembourg S.A. (or such other bank as notified to the Buyer prior) confirming that irrevocable instructions have been given for an amount equal to the SNCI Settlement Amount to be transferred to SNCI.

On or prior to Completion, the Seller shall deliver to the Buyer evidence of completion of the Set-Off Transactions, Dividend Distribution and PPL 2 Settlement.

On the Completion Date, the Seller shall make available to the Buyer at the Properties:

the common seal and company chops (if any), the certificate of incorporation, memorandum and articles of association (or their equivalent) and statutory books and registers of each Group Company, and the share certificates in respect of each Subsidiary; and

the financial and accounting books and records of each Group Company and all available title deeds and other documents relating to the Properties.

BUYER'S COMPLETION OBLIGATIONS

No later than 28 September 2022, the Buyer shall deliver to the Seller evidence of payment to the W&I Insurers of the full amount of the premium for the W&I Insurance Policy.

No later than 10:00 a.m. (Luxembourg time) on the Funds Payment Date, the Buyer shall:

pay, or procure the payment by the Buyer's Paying Agent of, an amount equal to the HSBC Redemption Amount into the HSBC Account by electronic transfer of funds for same day value without deduction for bank or other similar charges; and

upon receipt of a copy of the SWIFT MT 103 confirmation or equivalent irrevocable bank instruction issued by J.P. Morgan SE (Luxembourg Branch) confirming that irrevocable instructions have been given for an amount equal to the HSBC Redemption Amount to be transferred into the HSBC Account, deliver a copy of such SWIFT MT 103 confirmation or equivalent irrevocable bank instruction to HSBC and the Seller.

No later than 10:00 a.m. (Luxembourg time) on the Completion Date, the Buyer shall, subject to issuance of the HSBC Release Confirmation by HSBC to the Buyer:

pay, or procure the payment by the Buyer's Paying Agent of, an amount equal to the Initial Purchase Price into the Seller's Account by electronic transfer of funds for same day value without deduction for bank or other similar charges; and

upon receipt of a copy of the SWIFT MT 103 confirmation or equivalent irrevocable bank instruction issued by J.P. Morgan SE (Luxembourg Branch) confirming that irrevocable instructions have been given for an amount equal to the Initial Purchase Price to be transferred into the Seller's Account, deliver a copy of such SWIFT MT 103 confirmation or equivalent irrevocable bank instruction to the Seller.

On the Completion Date, subject to confirmation from the Seller that it has received payment of the Initial Purchase Price, the Buyer shall:

procure that the Buyer's Solicitors shall deliver to the Seller the Release Document dated as at the date of issuance of the HSBC Release Confirmation by HSBC to the Buyer; and

deliver to the Seller the Luxembourg Transfer Form in the form attached in Schedule 10, duly executed by the Buyer with effect on and from Completion.

Following Completion (but within five (5) Business Days from Completion), the Buyer shall:

at its own cost:

cause the transfer of the Sale Shares and/or resignation of the managers of the Company named in paragraph 1.2(c)(i) of Part 2 of this Schedule 3 above to be filed or registered (where applicable) with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) with regard to the Company or any other local register with regard to any other Group Companies not incorporated in Luxembourg, and procure immediate confirmation of receipt of any filing or registration made for such purpose; and

cause the filing of a notice regarding the change of beneficial owners of the Company, and/or (as applicable) any other Group Companies not incorporated in Luxembourg, with the Luxembourg Register of Beneficial Owners (Registre des bénéficiaires effectifs – RBE), and/or (as applicable) any other local register with regard to any other Group Companies not incorporated in Luxembourg, in order to register the new beneficial owners of the Company, and/or (as applicable) any other Group Companies not incorporated in Luxembourg, pursuant to the Completion and ensure publication of such notice; and

thereafter, deliver to the Seller evidence that the appropriate filings required under Luxembourg laws have been made with the Luxembourg Trade and Companies' Register (Registre de commerce et des Sociétés de Luxembourg) and the Luxembourg Recueil Electronique des Sociétés et Associations for:

the transfer of the Sale Shares in the manner contemplated by the Transaction Documents; and

the resignation of the resigning managers of the Company in accordance with the resolutions referred to in paragraph 1.2(e)(iv) of Part 2 of this Schedule 3 above.

The Buyer is duly incorporated, duly organised and validly existing under the laws of the jurisdiction of its incorporation and has full power under its memorandum and articles of association, by-laws or equivalent constitutional documents to conduct its business as conducted at the Signing Date.

The Buyer has:

the requisite power and authority to enter into and to perform its obligations under each Transaction Document to be entered into by it; and

taken all necessary corporate or other action to authorise the execution and performance of its obligations under each such Transaction Document.

Once executed, each Transaction Document to be entered into by the Buyer will constitute legal, valid and binding obligations of the Buyer.

The Buyer's entry into, and the performance by the Buyer of its obligations under, each Transaction Document to be entered into by the Buyer will not result in a breach of:

any Applicable Law;

any provision in its memorandum and articles of association, by-laws or equivalent constitutional documents; or

any order, decree or judgment of any court, tribunal or governmental or regulatory body which is binding on it,

No resolution has been passed in relation to the Buyer and, so far as the Buyer is aware, no:

step has been taken in relation to the Buyer; or

legal proceedings have been started or threatened against the Buyer,

The Buyer has immediately available funds and/or lines of credit sufficient to enable the Buyer to satisfy its obligation to pay the Consideration on the terms set out in this Agreement and the receipt of such funds by the Buyer, and the consummation of the transactions contemplated by this Agreement, are not contingent on financing from a third party.

The Buyer has not entered into this Agreement in reliance upon any statement, representation, warranty or understanding of any kind other than the Seller's Warranties.

The Buyer is not a "foreign person", as defined at 31 C.F.R. § 800.224 of the United States of America, and is not otherwise controlled by a "foreign person", as defined at 31 C.F.R. §

The Seller is duly incorporated, duly organised and validly existing under the laws of the jurisdiction of its incorporation and has full power under its memorandum and articles of association, by-laws or equivalent constitutional documents to conduct its business as conducted at the Signing Date.

The Seller has:

the requisite power and authority to enter into and to perform its obligations under each Transaction Document to be entered into by it; and

taken all necessary corporate or other action to authorise the execution and performance of its obligations under each such Transaction Document.

Once executed, each Transaction Document to be entered into by the Seller will constitute legal, valid and binding obligations of the Seller.

The Seller's entry into, and the performance by the Seller of its obligations under, each Transaction Document to be entered into by the Seller will not result in a breach of:

any Applicable Law;

any provision in its memorandum and articles of association, by-laws or equivalent constitutional documents; or

any order, decree or judgment of any court, tribunal or governmental or regulatory body which is binding on it,

No resolution has been passed in relation to the Seller and no legal proceedings have been started or threatened against the Seller for its winding-up or dissolution or for the appointment of a liquidator, receiver, administrator, administrative receiver or similar officer over its assets.

The Sale Shares are fully paid or credited as fully paid.

Save for the share pledge over the Sale Shares granted by the Seller in favour of HSBC Trustee pursuant to the HSBC Senior Facilities Agreement and the share pledge dated 13 October 2016 made between HSBC Trustee and the Seller, in the presence of the Company, which is to be released on and subject to Completion in accordance with this Agreement, the Seller is the sole legal and beneficial owner of the Sale Shares and no person has any Encumbrance over the Sale Shares.

Each Group Company is duly incorporated, duly organised and validly existing under the laws of the jurisdiction of its incorporation.

The Company does not have any subsidiaries other than the Subsidiaries and the Company has no interest in, and has not agreed to acquire an interest in, any person other than the Subsidiaries.

The details of each Group Company set out in Schedule 1 are correct.

Each of the Subsidiaries is, directly or indirectly, a wholly owned subsidiary of the Company (unless otherwise indicated in Part 2 of Schedule 1) and each of the shares of each Subsidiary has been properly allotted and issued and is fully paid or credited as fully paid.

Save for the share pledge over the Sale Shares granted by the Seller in favour of HSBC Trustee pursuant to the HSBC Senior Facilities Agreement and the share pledge dated 13 October 2016 made between HSBC Trustee and the Seller, in the presence of the Company, which is to be released on and subject to Completion in accordance with this Agreement, no person has the benefit of any Encumbrance in the Sale Shares or any shares in any Group Company.

So far as the Seller is aware, all filings, publications, registrations and other formalities required by Applicable Law to be complied with by each Group Company for the preceding three (3) years have been duly observed on a timely basis and are up-to-date.

So far as the Seller is aware and save as otherwise disclosed in the Data Room Information, the Seller's entry into, and the performance by the Seller of its obligations under, each Transaction Document to be entered into by the Seller will not result in a breach of any Material Contract or Material License to which any Group Company is party or bound by, where such breach would affect the Seller's ability to enter into or perform its obligations under the relevant Transaction Document.

No resolution has been passed in relation to any Group Company and so far as the Seller is aware, no:

step has been taken in relation to any Group Company; or

legal proceedings have been started or threatened against any Group Company,

No Group Company:

has suspended or threatened to suspend or give, or given notice to any of its creditors that it has suspended or is about to suspend, payment of any of its debts;

has commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

is unable to pay its debts as they become due;

has had a bankruptcy petition presented against it or been declared bankrupt; and/or

has been served with a statutory demand under any Applicable Law.

GROUP COMPANIES

CONSTITUTIONAL DOCUMENTS

LIABILITIES, WINDING-UP, INSOLVENCY ETC.

Save as contemplated under the HSBC Senior Facilities Agreement and the SNCI Loan Agreements and as otherwise disclosed in the Disclosure Letter:

no Group Company has any material liabilities (including contingent or disputed debts) except material liabilities:

for which proper provision has been made in the Accounts or the Management Accounts; or

which have arisen in the ordinary and usual course of day-to-day trading since the date on which the Management Accounts are issued; and

no Group Company is owed any material sums other than debts incurred in the ordinary course of trading.

So far as the Seller is aware, no person who is or has at any time within the last three (3) years been a director or manager on the board of directors or managers (as the case may be) of any Group Company has at any material time been subject to any disqualification order under any Applicable Law, or was the subject of any investigation or legal proceedings by any Government Authority capable of leading to a disqualification order being made under any Applicable Law.

No step has been taken by the Seller, and so far as the Seller is aware, no step has been taken in relation to the Seller for its winding-up or dissolution or for the appointment of a liquidator, receiver, administrator, administrative receiver or similar officer over its assets.

The value of the assets of each Group Company is not less than the liabilities of that Group Company, taking into account contingent and prospective liabilities.

There are no mortgages, charges, guarantees or other security arrangements entered into by any Group Company in respect of any obligations of the Seller or any Affiliate of the Seller.

GRANTS

No Group Company has over the preceding one year period prior to the Signing Date

So far as the Seller is aware, no circumstances have arisen as a result of which:

any grant, subsidy, allowance or assistance received by any Group Company over the preceding one year period prior to the Signing Date is liable to be repaid; or

any grant, allowance subsidy or assistance for which any Group Company has made application over the preceding one year period prior to the Signing Date will not be paid or will be reduced.

ACCOUNTS

The Accounts fairly reflect the true financial position (including the assets and liabilities) and state of affairs of the Group as at the Accounts Date and the profits and losses of the Group for the financial year ended on the Accounts Date.

The Accounts have been prepared in accordance with accounting principles, standards and practices generally accepted in the relevant jurisdictions in which they have been prepared as at the Accounts Date.

Except:

where the relevant financial statements expressly state otherwise; or

where changes were required in order to conform to changes in accounting principles, standards and practices generally accepted in the relevant jurisdictions in which they have been prepared which came into effect during the relevant period,

MANAGEMENT ACCOUNTS

The Management Accounts have been (insofar as it is possible to do so) prepared in accordance with, and prepared on a basis consistent with, the basis on which the unaudited management accounts of each Group Company have been prepared for the two (2) year period ending on the Accounts Date.

The Management Accounts fairly reflect the financial position (including the assets and liabilities) and state of affairs of the Group at the Locked Box Date, and the profits or losses for the six-month period ending on 30 June 2022, in each case, taking into account the purposes and basis on which the Management Accounts have been prepared and that the Management Accounts are not audited accounts.

BOOKS AND RECORDS

So far as the Seller is aware, all the accounts, books and ledgers and financial and other records of each Group Company have been properly kept (in accordance with all Applicable Laws) and are within that company's possession or control and all material transactions relating to its business have been duly and correctly recorded in them.

To the extent required by Applicable Laws and so far as the Seller is aware, the original documents of title relating to the material assets of any Group Company are in its possession or control.

BUSINESS SINCE THE ACCOUNTS DATE

Since the Accounts Date, no Group Company has done or agreed to do any of the following:

disposed of any of its material assets or entered into any material transaction or assumed or incurred any material liabilities except in the ordinary and usual course of trading and at arm's length;

entered into any contract involving: (i) material expenditure on capital account; or

modified any right attached to any shares of any Group Company;

created or issued any shares in the capital of a Group Company or issued securities giving any right over any shares in a Group Company;

capitalised or repaid an amount standing to the credit of a reserve of a Group Company or redeemed or purchased shares in the capital of a Group Company or otherwise reorganised the share capital of a Group Company;

created any Encumbrance in relation to any material asset of the Group other than in the normal and usual course of business;

changed its accounting practices or policies, except where required to do so by applicable accounting practices or principles or by Applicable Law;

created or issued any debt securities or granted any right to acquire debt securities;