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___2021 CIDRON AIDA LIMITED (As Company AGREED FORM _____________ 2021 CIDRON AIDA LIMITED (as Company) CIDRON AIDA 2 LIMITED (as Midco 2) CIDRON AIDA 3 LIMITED (as Midco 3) CIDRON AIDA 4 LIMITED (as Midco 4) CIDRON AIDA 5 LIMITED (as Holdco) CIDRON AIDA BIDCO LIMITED (as Bidco) CIDRON AIDA HOLDCO LIMITED (as Fund Investor) and THE ROLLOVER INVESTORS SHAREHOLDERS’ AGREEMENT related to CIDRON AIDA LIMITED 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.com EU-DOCS\31604538.1 CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION ....................................................................... 2 2. COMPOSITION OF THE BOARD ................................................................................. 13 3. COMMITTEES ................................................................................................................ 14 4. QUORUM REQUIREMENTS ......................................................................................... 14 5. PROCEEDINGS AND VOTING AT MEETINGS .......................................................... 14 6. INFORMATION RIGHTS ............................................................................................... 15 7. NEW ISSUES .................................................................................................................... 15 8. TRANSFERS OF SECURITIES ...................................................................................... 17 9. DEED OF ADHERENCE ................................................................................................. 20 10. EXIT AND REFINANCING ............................................................................................ 20 11. REORGANISATION TRANSACTIONS ........................................................................ 21 12. COMPLIANCE COVENANTS ........................................................................................ 22 13. CONFIDENTIALITY ....................................................................................................... 22 14. FEES, COSTS AND EXPENSES ..................................................................................... 24 15. RELATIONSHIP OF AGREEMENT TO TRANSACTION DOCUMENTS ................ 25 16. EFFECTIVE TIME AND DURATION ........................................................................... 25 17. INVESTMENT APPRAISAL ........................................................................................... 26 18. OTHER PROVISIONS ..................................................................................................... 27 19. NOTICES .......................................................................................................................... 30 20. CAPACITY ....................................................................................................................... 31 21. POWER OF ATTORNEY ................................................................................................ 32 22. GOVERNING LAW AND JURISDICTION ................................................................... 32 SCHEDULE 1 ................................................................................................................................ 33 POWER OF ATTORNEY SCHEDULE 2 ................................................................................................................................ 34 BOARD PROCEEDINGS AND VOTING SCHEDULE 3 ................................................................................................................................ 37 TAG-ALONG AND DRAG-ALONG RIGHTS SCHEDULE 4 ................................................................................................................................ 43 DEED OF ADHERENCE i EU-DOCS\31604538.1 THIS AGREEMENT is made as a Deed on _________ 2021 BETWEEN: (1) CIDRON AIDA LIMITED, a private limited company incorporated in Jersey (registered number 133396), whose registered office is at 26 Esplanade, St Helier, Jersey JE2 3QA (the “Company”); (2) CIDRON AIDA 2 LIMITED, a private limited company incorporated in Jersey (registered number 133397), whose registered office is at 26 Esplanade, St Helier, Jersey JE2 3QA (“Midco 2”); (3) CIDRON AIDA 3 LIMITED, a private limited company incorporated in Jersey (registered number 133398), whose registered office is at 26 Esplanade, St Helier, Jersey JE2 3QA (“Midco 3”); (4) CIDRON AIDA 4 LIMITED, a private limited company incorporated in Jersey (registered number 133399), whose registered office is at 26 Esplanade, St Helier, Jersey JE2 3QA (“Midco 4”); (5) CIDRON AIDA 5 LIMITED, a private limited company incorporated in Jersey (registered number 133400), whose registered office is at 26 Esplanade, St Helier, Jersey JE2 3QA (“Holdco”); (6) CIDRON AIDA BIDCO LIMITED, a private limited company incorporated in Jersey (registered number 133401), whose registered office is at 26 Esplanade, St Helier, Jersey JE2 3QA (“Bidco”); (7) CIDRON AIDA HOLDCO LIMITED, a private limited company incorporated in Jersey (registered number 133499), whose registered office is at 26 Esplanade, St Helier, Jersey JE2 3QA (the “Fund Investor”); and (8) THE ROLLOVER INVESTORS from time to time, each, along with any other person who executes a Deed of Adherence from time to time, a “Party” and together, the “Parties”. WHEREAS: (A) The Holding Companies have been incorporated for the purpose of implementing and facilitating the acquisition of the Target and the related investment by the Fund Investor and Rollover Investors in the Holding Companies. As at the date of this Agreement, Nordic Capital Fund X has been issued with the Subscriber Shares. The Subscriber Shares will be transferred to the Fund Investor on or prior to the Effective Time and will be re-designated as A Ordinary Shares at or prior to such transfer. (B) At the Effective Time, the Fund Investor shall subscribe for further A Ordinary Shares and each of the Rollover Investors shall subscribe for B Ordinary Shares pursuant to the Acquisition which B Ordinary Share subscription, in aggregate, will, assuming the full allocation is taken up, constitute 20 per cent. of the Shares (on a fully diluted basis) at the Effective Time. (C) The Parties have agreed to regulate both their affairs in connection with such investments and the management of the Group on the terms and conditions of this Agreement. IT IS AGREED as follows: 1 EU-DOCS\31604538.1 1. DEFINITIONS AND INTERPRETATION In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply. 1.1 Definitions “2.7 Announcement” means the announcement dated [27] January 2021 by the Company of its firm intention to make the Acquisition; “Acceptance Period” has the meaning set out in paragraph 2.2 of Part 1 of Schedule 3; “Acquisition” means the recommended acquisition being made by Bidco to acquire the entire issued and to be issued share capital of the Target not already directly or indirectly owned by the Company to be effected by means of the Scheme or by way of a Takeover Offer and, where the context admits, any subsequent revision, variation, extension or renewal thereof; “Acquisition Documents” means the 2.7 Announcement, the Scheme Circular and all documents to be entered into in connection with the Acquisition (including, for the avoidance of doubt, any irrevocable undertakings to vote in favour of the Acquisition, any forms of proxy, any forms of election to elect for the alternative offer and, if the Acquisition proceeds by way of a Takeover Offer, the Takeover Offer Document and any forms of acceptance and election); “Act” means the Companies Act 2006; “Affected Security Holders” has the meaning set out in Clause 7.4; “Anticipated Closing Date” has the meaning set out in paragraph 2.1 of Part 1 of Schedule 3; “A Ordinary Shares” means the A ordinary shares of no par value in the capital of the Company; “A Shareholders” means holders of A Ordinary Shares from time to time, and “A Shareholder” means any of them; “Articles” means the articles of association of the Company from time to time; “Asset Sale” means a sale by the Company or any other member of the Group of all or substantially all of the Group’s business, assets and undertakings to a single buyer or to one or more buyers as part of a single transaction or series of connected transactions (other than as part of a Reorganisation Transaction); “Associate” means, in relation to each Investor or Rollover Investor (as applicable): (a) any Fund of which: (i) that Party (or any group undertaking of, or any (direct or indirect) shareholder in, that Party); or (ii) that Party’s (or any group undertaking of, or any (direct or indirect) shareholder in, that Party’s) general partner, trustee, nominee, manager or adviser, is a general partner, trustee, nominee, manager or adviser; (b) any group undertaking of that Party, or of any (direct or indirect) shareholder in that Party, or of that Party’s or of any (direct or indirect) shareholder in that Party’s, general partner, trustee, nominee, manager or adviser (excluding any portfolio company thereof); (c) any general partner, limited partner, trustee, nominee, operator, arranger or investment manager of, investment adviser to, or holder of interests (whether directly or indirectly) in, that Party, or in any (direct or indirect) shareholder in that Party, (or of, to or in any group undertaking of that Party, or of any (direct or indirect) shareholder in that Party) 2 EU-DOCS\31604538.1 or of, to or in any Fund referred to in paragraph (a) above or of, to or in any group undertaking
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