Form 8-K

8-K — ESCO TECHNOLOGIES INC

Accession: 0001104659-26-044425

Filed: 2026-04-16

Period: 2026-04-15

CIK: 0000866706

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — tm2611835d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2611835d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2611835d1_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2611835d1_8k.htm · Sequence: 1

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0000866706

2026-04-15

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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):

April 15, 2026

ESCO TECHNOLOGIES INC.

(Exact Name

of Registrant as Specified in Charter)

Missouri

1-10596

43-1554045

(State or Other

(Commission

(I.R.S. Employer

Jurisdiction of Incorporation)

File Number)

Identification No.)

645

Maryville Centre Drive, Suite 300 St.

Louis, Missouri

63141-5855

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number,

including area code: (314) 213-7200

Securities registered pursuant to section 12(b) of

the Act:

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common Stock, par value $0.01 per share

ESE

New York Stock Exchange

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 240.113d-4 (c))

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).       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

Proposed Acquisition

On April 15, 2026, ESCO Technologies Inc., a Missouri corporation (the

“Registrant”), entered into a share purchase agreement (the “Purchase

Agreement”) with TBG AG, a Swiss stock corporation (the “Seller”),

pursuant to which the Seller agreed to sell, and the Registrant agreed to purchase, the entire issued share capital of Megger Group Limited,

a company incorporated in England and Wales (the “Company,” and such transaction,

the “Transaction”) for a purchase price of approximately $2.35 billion, consisting

of $922 million in cash and 5.10 million shares (the “Consideration Shares”)

of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”),

subject to a post-closing adjustment based on the net debt and working capital of the Company, with such adjustment payable in cash. Other

than in respect of the Purchase Agreement itself, there is no material relationship between the Registrant or its affiliates and Seller

or its affiliates.

The closing of the Transaction is subject to certain conditions, including

the preparation and submission of notices and applications by the parties in connection with seeking (i) approval or expiration or termination

of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the United States, as amended, (ii)

the receipt of applicable clearance or approval from the Committee on Foreign Investment in the United States pursuant to the Defense

Production Act of 1950, as amended, (iii) the receipt of applicable regulatory approvals and clearances from the Defense Counterintelligence

and Security Agency, and (iv) all other approvals that may be required under applicable foreign merger control laws and foreign investment

laws. If the closing conditions are not satisfied or waived by April 15, 2027 (which is subject to automatic extension in certain specified

circumstances), either party may terminate the Purchase Agreement in accordance with its terms. Prior to the closing of the Transaction,

the Registrant may terminate the Purchase Agreement if the Seller is in breach of certain fundamental warranties, provided that such breach

gives rise to a liability in excess of $100,000, or if Seller is in breach of its pre-closing obligations or certain other warranties,

provided such breach gives rise to a material liability and both parties have the right to terminate the Purchase Agreement pursuant to

other customary termination rights.

The Purchase Agreement contains customary warranties. Seller’s

obligation to the Registrant after closing for any breach of warranties is limited to breaches of specified fundamental warranties and

is subject to certain other restrictions and limitations. Prior to closing of the Transaction, Seller is prohibited from taking certain

actions that may result in an alternative transaction proposal other than the Transaction. The Purchase Agreement also contains covenants

customary for a transaction of the type contemplated by the Purchase Agreement, including (i) Seller’s obligation prior to the closing

to conduct the business of the Company and its subsidiaries in the usual course of trading consistent with past practice and to refrain

from taking specified actions, subject to certain exceptions, and (ii) Seller’s obligations for a period of 18 months after closing

with respect to non-competition and two years after closing for non-solicitation of key employees, in each case, subject to certain exceptions.

Shareholder Agreement

At closing, the parties have agreed to enter into certain agreements

ancillary to the Transaction, including a shareholder agreement (the “Shareholder Agreement”)

to be entered into as of closing, the form of which is attached as Exhibit 10.2 to this Current Report on Form 8-K. The terms of the Shareholder

Agreement provide for, among other things: (i) the right of Seller to have one designated individual appointed as a member of the Registrant’s

board of directors (the “Board,” and such individual, the “Seller

Designee”), with such Board representation continuing for so long as Seller maintains, together with its permitted transferees

and certain affiliated holders (collectively, “Seller Holders”), aggregate

beneficial ownership of at least 50% of the Consideration Shares (the “Minimum Ownership

Threshold”); (ii) certain restrictions on the transfer of the Consideration Shares during the 12-month period following the

closing date (such period, the “Restricted Period”), with 50% of the Consideration

Shares released from such restrictions six months after the closing date, in all cases subject to certain specified exceptions and limitations;

(iii) certain standstill provisions including, during and after the Restricted Period until the date that is six months after no Seller

Designee is a member of the Board and Seller has irrevocably waived its right to designate a Seller Designee, limitations on Seller Holders

acquiring an aggregate beneficial ownership, inclusive of any Consideration Shares, of more than 24.5% of the then-outstanding shares

of Common Stock, unless Seller has obtained the consent of the Registrant’s Board, subject to certain exceptions; (iv) certain voting

provisions applicable during the Restricted Period and continuing thereafter until no Seller Designee is a member of the Board; (v) the

right of Seller to consent to various actions of the Registrant during the Restricted Period (and assuming Seller satisfies the Minimum

Ownership Threshold during such time) relating to fundamental changes to the Registrant’s business and changes to the Registrant’s

bylaws that would disproportionately and materially adversely affect Seller’s rights under the Shareholder Agreement or relative

to other shareholders; (vi) certain customary resale, demand and piggyback registration rights; and (vii) certain preemptive and information

rights.

The foregoing description of the Purchase Agreement and Shareholder

Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement and

Shareholder Agreement, which are attached hereto as Exhibit 10.1 and 10.2 and are incorporated herein by reference. The Purchase Agreement

and Shareholder Agreement have been attached to provide investors with information regarding their respective terms. They are not intended

to provide any other factual information about the Registrant or any of the other parties to the Purchase Agreement. In particular, the

assertions embodied in the warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules

provided by the parties in connection with the signing of the Purchase Agreement. These confidential disclosure schedules contain information

that modifies, qualifies and creates exceptions to the warranties and certain covenants set forth in the Purchase Agreement. Moreover,

certain warranties in the Purchase Agreement were used for the purpose of allocating risk among the parties rather than establishing matters

as facts and were made only as of the date of the Purchase Agreement (or such other date or dates as may be specified in the Purchase

Agreement). Accordingly, the warranties in the Purchase Agreement should not be relied upon as characterizations of the actual state of

facts about the Registrant or any of the parties to the Purchase Agreement.

Financing Arrangements

On April 15, 2026, in order to finance the Transaction, the Registrant

also entered into a Commitment Letter (the “Commitment Letter”) with JPMorgan

Chase Bank, N.A. pursuant to which, among other things: (i) the Registrant will endeavor to obtain a $500 million senior secured revolving

credit facility (the “Best Efforts Revolving Facility”), a senior secured

term loan A facility (the “Best Efforts Term Loan A Facility”) and a senior

secured term loan B facility (the “Best Efforts Term Loan B Facility”, and

together with the Best Efforts Revolving Facility and the Best Efforts Term Loan A Facility, collectively, the “Best

Efforts Facilities”) in an aggregate principal amount of up to $1,500 million, (ii) if the Best Efforts Facilities do not

become effective on or prior to the date of consummation of the Transaction (the “Acquisition

Closing Date”), the Registrant will endeavor to obtain a limited amendment to its existing Amended and Restated Credit Agreement,

dated as of August 30, 2023 (as amended, the “Existing Credit Agreement”),

to implement certain changes to permit the Transaction and the financing thereof (the “Limited

Amendment”), (iii) if neither the Best Efforts Facilities have become effective in an aggregate amount sufficient to consummate

the Transaction (including the refinancing of the Existing Credit Agreement) nor the Limited Amendment has become effective, in each case

on or prior to the Acquisition Closing Date, the Registrant will obtain a $500 million senior secured revolving facility and $100 million

senior secured term loan A facility (or such other amount as may be agreed between the Registrant and the lead arranger thereof, the “Backstop

Facility”), and (iv) if the sum of the Best Efforts Term Loan A Facility and the Best Efforts Term Loan B Facility is less

than $975 million, the Registrant will obtain senior secured 364-day bridge loans in an aggregate principal amount of $975 million less

the sum of the net cash proceeds of the loans borrowed under the Best Efforts Term Loan A Facility and the Best Efforts Term Loan B Facility

actually obtained on the Acquisition Closing Date (the “Bridge Facility”).

The proceeds of the loans drawn under the Best Efforts Facilities,

the Backstop Facility and/or the Bridge Facility on the Acquisition Closing Date will be applied to (i) pay a portion of the cash consideration

in the Transaction, (ii) consummate the refinancing of existing indebtedness of the Registrant and the Company, and (iii) pay the fees,

premiums, expenses, and other transaction costs incurred in connection with the Transaction, with any remaining proceeds to be used for

working capital and general corporate purposes.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth above in the first three paragraphs of Item

1.01 of this Current Report on Form 8-K is incorporated by reference herein.

The issuance of Consideration Shares in connection with the Transaction

will be made in accordance with the terms and subject to the conditions set forth in the Purchase Agreement and will be exempt from the

registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. The Registrant relied, in part,

upon warranties from the recipients of the Registrant’s securities in the Purchase Agreement that each such recipient was an accredited

investor (as defined in Regulation D under the Securities Act).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description of Exhibit

10.1* Agreement for the sale and purchase of the share capital of

Megger Group Limited dated April 15, 2026 between TBG AG and ESCO Technologies Inc.

10.2 Form of Shareholder Agreement between TBG AG and ESCO Technologies Inc.

104 Cover Page Inline Interactive Data File

* Schedules to the Purchase Agreement have been omitted pursuant to

Item 601(a)(5) of Regulation S-K. The Registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission

upon request.

Forward Looking Statements

Statements contained in this Form 8-K and its Exhibits regarding future

events are considered “forward-looking statements” within the meaning of the safe harbor provisions of the Federal securities

laws. There is no assurance that the Transaction will be consummated, and there are a number of

risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. The risks

and uncertainties in connection with such forward-looking statements related to the Transaction include, but are not limited to, the ability

and timing to consummate the Transaction, including obtaining the required regulatory approvals; the Registrant’s ability to promptly

and effectively integrate the acquired business after the Transaction has closed, and the Registrant’s ability to obtain expected

cost savings and synergies of the Transaction; the risk that operating costs, customer loss and business disruption (including difficulties

maintaining relationships with employees, customers or suppliers of the acquired business) may be greater than expected following the

consummation of the Transaction; and other risks and uncertainties described in described in Item 1A, Risk Factors, of the Registrant’s

annual report on Form 10-K for the year ended September 30, 2025. Words such as expects, anticipates, targets, goals, projects, intends,

plans, believes, estimates, variations of such words, and similar expressions are intended to identify such forward-looking statements.

Investors are cautioned that such statements are only predictions and

speak only as of the date of this Report, and the Registrant undertakes no duty to update them except as may be required by applicable

laws or regulations. The Registrant’s actual results in the future may differ materially from those projected in the forward-looking

statements.

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.

Date: April 16, 2026

ESCO TECHNOLOGIES INC.

By:

/s/ Christopher L. Tucker

Christopher L. Tucker

Senior Vice President and Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2611835d1_ex10-1.htm · Sequence: 2

CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT

BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN

OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Exhibit 10.1

Execution Version

DATED 15 April 2026

TBG AG

as Seller

ESCO TECHNOLOGIES INC.

as Buyer

AGREEMENT

for the sale and purchase

of the share capital of MEGGER GROUP LIMITED

Contents

Clause Name

Page

1 Definitions

and Interpretation

2 Sale

and Purchase

3 Consideration

4 Signing

Obligations

5 Adjustments

to Consideration

6 Conditions

7 Pre-Completion &

Termination

8 Integration

Committee

9 Completion

10 Tax

Indemnity

11 Seller

Warranties

12 Buyer

Warranties

13 Protection

of Goodwill

14 Post-Completion

Matters

15 Announcements

and Confidentiality

16 Assignment

17 Entire

Agreement

18 Further

Assurance

19 Costs

20 Effect

of Termination

21 Payments

22 Effect

of Completion

23 Cumulative

Rights

24 Third

Party Rights

25 Waiver

26 Variations

27 Conflicts

28 Invalidity

29 Communications

30 Service

of Process

31 Counterparts

32 Governing

Law and Jurisdiction

Schedule Name

Page

1 Details of the Group

1 Part 1 Details of the other Group Companies

2 Reserved Matters

123

3 Signing formalities

126

3 Part 1 Seller’s obligations

126

3 Part 2 Buyer’s obligations

126

4 Completion formalities

127

4 Part 1 Seller’s obligations

127

4 Part 2 Buyer’s obligations

129

5 Fundamental Warranties

130

6 Business Warranties

132

6 Part 1 Corporate

133

6 Part 2 Accounts

138

6 Part 3 Assets

139

6 Part 4 Trading

145

6 Part 5 Finance

156

6 Part 6 Employment

158

6 Part 7 Pensions

165

6 Part 8 Properties

171

6 Part 9 Tax

175

7 Seller limitations

181

8 Provisional Payment

183

9 Material Properties

184

10 Completion Statements

185

10 Part 1 Preparation of the Completion Statements

185

10 Part 2 Contents of the Completion Statements

187

10 Part 3 Reference Balance Sheet

192

11 Buyer warranties

193

Execution Page

197

Documents in the agreed form

Announcement

Bank Pay Off Letters

Confirmation and waiver under paragraph 1(f) of

Schedule 4, Part 1 (Seller’s obligations)

Confirmation of no-indebtedness

Data Room Index

Resignations of directors, secretary

and auditors

Security Control Agreement

Shareholder Agreement

DATED

15 April 2026

PARTIES

(1) TBG AG, a Swiss stock corporation (CHE-224.628.443)

with registered seat in Zürich, Switzerland (the “Seller”)

(2) ESCO TECHNOLOGIES INC., a Missouri

corporation with its principal place of business in St. Louis, Missouri, USA (the “Buyer”)

BACKGROUND

(A) The Seller has agreed to sell and the Buyer

has agreed to buy the Shares on the terms of this Agreement.

OPERATIVE

PROVISIONS

1 Definitions

and Interpretation

1.1 In this Agreement:

“12 Month EBITDA”

has the meaning given to it in Clause 7.10(b).

“401(a) Pension Scheme”

has the meaning given to it in paragraph 7(a)(i) of Schedule 6, Part 7 (Pensions).

“ACA” means the

Patient Protection and Affordable Care Act of 2010, as amended, and regulations promulgated thereunder.

“Accountants” has

the meaning given to it in paragraph 3 of Schedule 10.

“Accounts” means

the audited consolidated financial statements of the Group as at and for the financial year ended on the Accounts Date, comprising the

consolidated balance sheet, consolidated profit and loss account and consolidated cash flow statement of the Group, and the auditors’

and directors’ reports and notes included at Data Room reference 2.1.3.4.

“Accounts Date”

means 30 November 2025.

“Action” has the

meaning given to it in Clause 7.14(c).

“AI Technologies”

has the meaning given to it in paragraph 9(a) of Schedule 6, Part 4 (Assets ).

“Alternative Buyer”

has the meaning given to it in Clause 16.4.

“Applicable Requirements”

has the meaning given to it in paragraph 22(a) of Schedule 6, Part 4 (Trading ).

“Associate” means

in relation to an undertaking, that undertaking and its subsidiary undertakings and parent undertakings and all subsidiary undertakings

of any such parent undertakings from time to time and, in relation to an undertaking that is a general partner of a fund, any adviser

to or investment manager of the fund and their respective Associates.

“Associated Person”

has the meaning given to it in paragraph 22(a) of Schedule 6, Part 4 (Trading ).

“Bank Loan” means

the facilities set out in the Facilities Agreement.

“Bank Pay Off Amount”

means the aggregate amount of all principal and accrued interest owing on Completion in relation to the Bank Loan, together with all

fees, costs and expenses payable in order to release any Encumbrance granted by a Group Company over any of its shares, assets or undertaking

in relation to the Bank Loan, as notified to the Buyer in the Completion Payments Notice in accordance with Clause 9.1.

“Bank

Pay Off Letters” means pay off letters in a form (as acceptable to and agreed by the Buyer) duly executed and delivered

in relation to the repayment of the Bank Loans.

“Belgian

FDI Condition” means following the submission of a notification with respect to the Transaction to the Interfederal

Screening Commission under the Cooperation Agreement of 30 November 2022 as enacted by the Law of 14 February 2023 and as published

in the Belgian Gazette on 7 June 2023 (the “Belgian FDI Act”), one of the following has been received (expressly

or by the expiry of time limits, if applicable): (a) the approval to (if applicable conditionally) consummate the Transaction, or

(b) a decision of inadmissibility pursuant to the Belgian FDI Act

“Bulgarian FDI Condition”

means confirmation having been received in writing from the Interdepartmental Screening Council at the Council of Ministers (“Screening

Council”) (Междуведомствен съвет за

скрининг на преките чуждестранни

инвестиции) and/or Invest Bulgaria Agency (Българска

агенция за инвестиции) (together, the “Bulgarian

FDI Authorities”) that the Transaction does not fall within the scope of the Investment Promotion Act (Закон

за насърчаване на инвестициите),

Chapter Six; or the Regulation for the implementation of the Investment Promotion Act (Правилник

за прилагане на закона за насърчаване

на инвестициите) and the Regulation for the organization and activities of

the Interdepartmental Council for Screening of Foreign Direct Investments (Правилник за организацията

и дейността на Междуведомствен

съвет за скрининг на преките чуждестранни

инвестиции) (together, the “Bulgarian FDI Legislation”); or express authorisation

from the Screening Council pursuant to the applicable Bulgarian FDI Legislation relating to the Transaction having been granted; or implicit

authorisation being deemed given by the Screening Council pursuant to the applicable Bulgarian FDI Legislation in relation to the Transaction.

“Business Day” means

a day (other than a Saturday or Sunday) on which the clearing banks are open for business in the City of London, England, Zurich, Switzerland

and New York, the United States of America (or, for the purpose of determining when a notice is received under Clause 29 (Communications )

in the place where the notice is received).

“Business Warranties”

means the warranties of the Seller contained in Schedule 6 (Business Warranties ) excluding paragraph 1 of Part 1

of Schedule 6 (Corporate ).

“Buyer Financial Statements”

has the meaning given to it in paragraph 7 of Schedule 11 (Buyer warranties ).

“Buyer’s Accountants”

means PriceWaterhouseCoopers LLP.

“Buyer’s Group”

means the Buyer and any Associate of it from time to time, (including from Completion each Group Company).

“Buyer’s Solicitors”

means Bryan Cave Leighton Paisner LLP, Governor’s House, 5 Laurence Pountney Hill, London EC4R 0BR.

“Cash” has the meaning

given to it in Schedule 10 (Contents of the Completion Statements ).

“CBA” means a collective

bargaining, Union or similar agreement, whether written or oral, pursuant to which a Group Company legally recognises a Union or utilises

labour referred or supplied by a Union.

“CFA 2017” has the

meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“CFIUS” means the

Committee on Foreign Investment in the United States and each member agency thereof, acting in such capacity.

“CFIUS Approval”

means that, following the filing of a joint Notice by the parties within 15 Business Days following the date of this Agreement, any of

the following shall have occurred: (a) CFIUS shall have provided written notice that the Transaction is not a “covered transaction”

as defined in 31 C.F.R. § 800.213 and not subject to review under the DPA; (b) CFIUS shall have provided written notice that

it has completed a review or investigation of the Notice provided pursuant to the DPA with respect to the Transaction and has concluded

all action under the DPA and there are no unresolved national security concerns with respect to the Transaction; or (c) if CFIUS

has sent a report to the President of the United States requesting the President’s decision with respect to the Transaction, then

(i) the President shall have announced a decision not to take any action to suspend or prohibit the Transaction or (ii) having

received a report from CFIUS requesting the President’s decision, the President shall not have taken any action after fifteen (15)

days from the earlier of the date the President received such report from CFIUS or the end of the investigation period.

“Claim” has the

meaning given to it in paragraph 1 of Schedule 7 (Seller limitations).

“Closure” has the

meaning given to it in Clause 6.1(a)(i).

“COBRA” means the

Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and regulations promulgated thereunder.

“Code” means the

Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Commitment Letter”

means a written communication from DCSA to the parties agreeing to a plan to mitigate FOCI.

“Company” means

Megger Group Limited, further details of which are set out in Schedule 1, Part 1 (Details of the other Group Companies ).

“Company Employee”

means a current or former employee of any Group Company.

“Completion” means

completion of the purchase of the Shares in accordance with Clause 9 (Completion ).

“Completion

Payments Notice” has the meaning given to it in Clause 9.1.

“Completion

Statements” means the statements prepared and agreed or determined in accordance with Schedule 10 (Completion statement)

in order to determine Net Debt and Working Capital.

“Completion

Statements Date” means 11:59 p.m. CET on the date of Completion.

“Condition” means

a condition of Completion as specified in Clause 6.1.

“Consideration”

means the Consideration Cash and the Consideration Shares.

“Consideration Cash”

means $922,000,000 (nine hundred and twenty two million United States dollars) in cash

“Consideration Shares”

means five million one hundred thousand (5,100,000) shares of ESCO Stock.

“Contingent Worker”

means a current or former independent contractor, consultant, temporary employee, leased employee or any other servant or agent performing

services with respect to the operation of the business of any Group Company and is classified by the respective Group Company as other

than a Company Employee or compensated other than through wages paid by the Group Company through its payroll department and reported

on a Form W-2 or applicable jurisdictional equivalent.

“Covid Measure”

has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“CTA 2009” has the

meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“CTA 2010” has the

meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“Data Protection Laws”

has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“Data Protection Policies”

has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“Data Room” means

the virtual data room maintained on behalf of the Seller containing the documents and information listed in the data room index delivered

with the Disclosure Letter and copies of which are included in the secure file transfer link delivered with the Disclosure Letter.

“Data Subject Request”

has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“DB Scheme” has

the meaning given to it in paragraph 1(a)(i) of Schedule 6, Part 7 (Pensions ).

“DCSA” means the

Defense Counterintelligence and Security Agency of the United States Department of Defense or any successor thereto.

“Debt” has the meaning

given to it in Schedule 10 (Contents of the Completion Statements ).

“Debt Financing”

means the debt financings that are necessary to be obtained in order to consummate the Transaction.

“Debt Financing Documentation”

means, as at the date of this Agreement, the signed commitment letter between the Buyer and JPMorgan Chase Bank, N.A. (with all relevant

term sheets attached) dated on or around the date of this Agreement and following which, the documentation that is to be entered into

to secure the financing described in such commitment letter.

“Debt Financing Sources”

means the persons that have committed to provide or have otherwise entered into letters or other agreements to provide the Debt Financing,

including the persons party to the Debt Financing Documentation referred to in this Agreement, and any joinder agreements, indentures,

credit agreements or other definitive agreements entered into pursuant thereto or relating thereto, and any arrangers or administrative

agents in connection with the Debt Financing Documentation, together with their current and future Associates and their and such Associates’,

officers, directors, employees, attorneys, partners (general or limited), controlling representatives and funding sources of each of

the foregoing, and their successors and assigns, provided, that in no event shall the Buyer nor any Associate thereof constitute a “Debt

Financing Source”.

“Disclosed” means

‘fairly’ disclosed by the Seller to the Buyer in the Disclosure Letter or, only in relation to the Repeated Warranties as

repeated on Completion and only in respect of any matter arising after the date of this Agreement, the Supplemental Disclosure Letter

and, in each case, a disclosure shall only be deemed to be ‘fair’ if it is provided with sufficient detail to enable a reasonable

buyer to identify the nature and scope of the matter and to evaluate the purpose and effect of the disclosure.

“Disclosed Schemes”

has the meaning given to it in paragraph 1(a) of Schedule 6, Part 7 (Pensions ).

“Disclosure Letter”

means the letter dated the same date as this Agreement from the Seller to the Buyer relating to the Business Warranties.

“DOJ” has the meaning

given to it in Clause 6.1(a)(i).

“DPA” means Section 721

of the Defense Production Act, as amended, including all implementing regulations thereof.

“ECTEA” has the

meaning given to it in Schedule 6, Part 8 (Properties ).

“Encumbrance” means

a mortgage, charge, pledge, lien, encumbrance, option, right of pre-emption, conversion or set-off, reservation of title, right to acquire

or other security or third party right or interest of any kind.

“Environment” has

the meaning given to it in paragraph 25(a) of Schedule 6, Part 4 (Trading ).

“Environmental Law”

has the meaning given to it in paragraph 25(a) of Schedule 6, Part 4 (Trading ).

“ERISA” means the

Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Affiliate”

means, with respect to any corporation or trade or business, any other corporation or trade or business that is, or was at the relevant

time, a member of a group described in Section 414(b), (c), (m), or (o) of the Code or Section 4001(b)(1) of ERISA

that includes or included the Company.

“ESCO Stock” means

ESCO Common Stock (ticker symbol “ESE”) as traded on the New York Stock Exchange.

“Estimated Net Debt”

means the Seller’s good faith estimate of the consolidated Net Debt of the Group as at the Completion Statements Date as prepared

in accordance with Schedule 8 (Provisional Payment ).

“Estimated

Working Capital” means the Seller’s good faith estimate of the Working Capital of the Group as at the Completion Statements

Date as prepared in accordance with ‎Schedule 8 (Provisional Payment ).

“Ex-US Merger Control and

FDI Conditions” means the Turkish Merger Control Condition, Saudi Arabian Merger Control Condition, Belgian FDI Condition,

Bulgarian FDI Condition, Finnish FDI Condition, French FDI Condition, Swedish FDI Condition and Italian FDI Condition.

“Exchange Act” means

the Securities Exchange Act of 1934, as amended.

“Expiry Date” has

the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations ).

“Extended Long Stop Date”

has the meaning given to it in Clause 6.11.

“FA 2003” has the

meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“Facilities Agreement”

means the facilities agreement dated 31 July 2025 between, among others, Megger Group Limited as Company, the Financial Institutions

named therein and Commerzbank Aktiengesellschaft as Agent.

“FDI Approval” means,

in respect of any FDI Filing, one or more of the following having occurred: (a) the relevant FDI Authority having issued a written

decision or notification confirming that the Transaction is approved, cleared, or otherwise authorised under the applicable FDI Law;

(b) the relevant FDI Authority having issued a written decision or notification confirming that the Transaction does not fall within

the scope of, or is not subject to review under, the applicable FDI Law; or (c) the applicable statutory period for the relevant

FDI Authority to take a decision, impose conditions, or prohibit or unwind the Transaction under the applicable FDI Law having expired

without the relevant FDI Authority having taken any such action (including, for the avoidance of doubt, where the applicable FDI Law

provides for deemed approval or implicit authorisation upon the expiry of such statutory period).

“FDI Authority”

means any Governmental Entity in any jurisdiction which has the power or competence, under any FDI Law, to review, investigate, call

in, approve, prohibit, block, impose conditions on, unwind, or otherwise take action in respect of foreign direct investment.

“FDI Condition”

has the meaning given to it in Clause 6.2.

“FDI Filing” means

any notification, filing, application, declaration, submission of information, or other communication made to, or required or requested

by, an FDI Authority in connection with the Transaction under any FDI Law.

“FDI Law” means

any law, statute, regulation, order, directive, or other legislative or regulatory measure (whether at a supra-national, national, federal,

state, regional, or local level) in any jurisdiction which provides for the screening, review, investigation, approval, prohibition,

or imposition of conditions in respect of foreign direct investment (including, without limitation, on the grounds of national security,

public order, public policy, strategic interests, essential security interests, critical infrastructure, or essential technologies).

“Finnish FDI Condition”

means that, following the submission of an application or notification, as applicable, with respect to the Transaction to the competent

Finnish authority under the Act on the Screening of Foreign Corporate Acquisitions in Finland (172/2012, as amended (Laki ulkomaisten

yritysostojen seurannasta) (the “Finnish FDI Act”), one of the following has been received: (a) the approval

to consummate the Transaction, or (b) a decision of inadmissibility pursuant to the Finnish FDI Act (expressly or by the expiry

of time limits, if applicable).

“FOCI” means foreign

ownership, control, and influence, as defined by the National Industrial Security Program Operating Manual Rule (“NISPOM”),

32 C.F.R. § 117 or other applicable national security directives, forms and instructions issued by the DCSA.

“French FDI Condition”

means that, following the submission of a request for authorization with respect to the Transaction to the French Minister of Economy

(Ministre de l’économie) pursuant to Articles L.151-3 and seq. and R.151-1 and seq. of the monetary and financial

code (Code monétaire et financier) (the “French FDI Legislation”), one of the following has been received:

(a) a decision authorizing the Transaction, including subject to certain conditions, if applicable, or (b) a decision stating

that the Transaction falls outside the scope of the French FDI Legislation.

“FSR” means Council

Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 of foreign subsidies distorting the

internal market.

“FTC” has the meaning

given to it in Clause 6.1(a)(i).

“Fundamental Cap”

has the meaning given to it in Clause 7.9.

“Fundamental Claim”

has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations ).

“Fundamental Share Warranties”

means the warranties contained in paragraphs 8 to 17 (inclusive) of Schedule 5 (Fundamental Warranties).

“Fundamental Warranties”

means the warranties contained in Schedule 5 (Fundamental Warranties ) and paragraph 1 of Part 1 of Schedule 6, Part 1

(Corporate ).

“GAAP” has the meaning

given to it in paragraph 7 of Schedule 11 (Buyer warranties ).

“General Claim”

has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations ).

“Generative

AI” means an artificial intelligence system (such as Open AI, ChatGPT, Copilot, and DALL-E) that generates text, images

or other content in response to user-generated prompts, based on data the system is trained on.

“German Audits”

means the audits concerning Group Companies initiated by the German Tax Authorities prior to the date of this Agreement.

“Golden Power Regulation”

means, collectively, Law Decree No. 21/2012 (converted with amendments by Law No. 56/2012), as subsequently supplemented and

amended, Regulation (EU) 452/2019 and the rules, decrees, ordinances and implementing regulations which have been issued and/or are applicable,

from time to time, to the Transaction (in each case, as subsequently amended.

“Governmental Entity”

means in relation to anywhere in the world, any supra-national, national, state, municipal or local government (including any subdivision,

court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory,

taxing, importing or other governmental or quasi-governmental authority.

“Group” means the

Company and the Subsidiaries and “Group Company” means any one of them.

“Group Company Plans”

has the meaning given to it in paragraph 7(d) of Schedule 6, Part 7 (Pensions ).

“Group Guarantee”

means guarantees given by a Group Company in favour of the Seller or any of its Associates.

“Group IPR” has

the meaning given to it in paragraph 7(a) of Schedule 6, Part 4 (Assets ).

“Hazardous Discharge”

has the meaning given to it in paragraph 25(d) of Schedule 6, Part 4 (Trading ).

“Hazardous Substance”

has the meaning given to it in paragraph 25(a) of Schedule 6, Part 4 (Trading ).

“HIPAA” means the

Health Insurance Portability and Accountability Act of 1996, as amended, and regulations promulgated thereunder.

“HMRC” means His

Majesty’s Revenue & Customs.

“HSR Act” means

the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“HSR Act Condition”

means the expiration or termination of the waiting period(s) under the HSR Act.

“Improvements” has

the meaning given to it in paragraph 3(f) of Schedule 6, Part 8 (Properties ).

“Integration Committee”

has the meaning given to it in Clause 8.1.

“Integration Plan”

has the meaning given to it in Clause 8.2.

“Inward IPR Licences”

has the meaning given to it in paragraph 7(a) of Part 3 of Schedule 6 (Assets ).

“IPR” means all

patents, rights to inventions, utility models, copyright and neighbouring and related rights, trade marks and service marks, business

names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights

in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, the confidential information

of the Group (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered

and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from,

such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part

of the world.

“IRS” means the

Internal Revenue Service.

“Italian FDI Condition”

means the authorization of the Transaction (whether express or implicit, upon expiry of the applicable legal term, or by confirmation

of the non-applicability of the Golden Power Regulations).

“IT Systems” has

the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets ).

“Key Employee” has

the meaning given to it in the Disclosure Letter.

“Leased Properties”

means all non-owned real property of the Group that is leased, subleased, licensed or occupied by any of the Group Companies that is

used or occupied by, or necessary for the conduct of its business thereon, and “Leased Property” means any of them.

“Leases” means the

leases, subleases, licenses, concessions and other agreements set out at Schedule 9 (Material Properties), pursuant to which any

of the Group Companies hold a leasehold or sub leasehold estate in, or are granted the right to use or occupy, any of the Leased Properties.

“Licensed Software”

has the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets ).

“Long Stop Date”

means the date falling twelve (12) months after the date of this Agreement, subject to the right to extend such date in accordance with

Clause 6.1(c) (or such later date as the parties hereto may agree in writing).

“Material Contract”

means: (i) each agreement contained in folders 13.4.2.3 and 13.4.2.4 of the Data Room; (ii) each distributor, agent or joint

venture agreement to which a Group Company derives or is likely to derive revenues of at least $2,000,000 per annum; (iii) each

other agreement pursuant to which a Group Company is bound to incur expenditure in excess of $2,000,000 per annum (excluding VAT) or

pursuant to which a Group Company derives, or is likely to derive, revenues of at least $2,000,000 per annum; and (iv) each other

agreement which is material to any Group Company or the business of any Group Company.

“Material Liability”

has the meaning given to it in Clause 7.10.

“Material Subsidiary”

means each of (i) Megger Limited; (ii) AVO International Inc.; (iii) Megger Germany GmbH; (iv) Megger Holding Germany

GmbH & Co. KG; (v) Megger GmbH; (vi) Megger Holdings GmbH; (vii) Megger SARL; (viii) Megger Instruments

Limited; (ix) Megger Systems Limited; (x) James G. Biddle Co.; (xi) AVO Multi-Amp Corporation; (xii) Megger Systems

Germany GmbH; (xiii) Megger Systems and Services GmbH; (xiv) Megger Real Estate Germany GmbH; (xv) IPS Intelligent Process

Solutions GmbH; (xvi) Megger Sweden AB; (xvii) Power Diagnostix Instruments GmbH; (xviii) Megger Diagnostic Holding GmbH;

(xix) IPS Energy RS d.o.o. Beograd; (xx) Luatech d.o.o. Zagreb; (xxi) Power DB Inc.; (xxii) Biddle Instruments Financial

Corporation; and (xxiii) AVO Training Institute Inc., details of each of which are set out in Schedule 1, Part 1 (Details

of the other Group Companies).

“Merger Control Approval”

means, in respect of any Merger Control Filing, one or more of the following having occurred: (a) the relevant Merger Control Authority

having issued a written decision or notification confirming that the Transaction is approved, cleared, or otherwise authorised under

the applicable Merger Control Law; (b) the relevant Merger Control Authority having issued a written decision or notification confirming

that the Transaction does not fall within the scope of, or is not subject to review under, the applicable Merger Control Law; or (c) the

applicable statutory period for the relevant Merger Control Authority to take a decision, impose conditions, or prohibit or unwind the

Transaction under the applicable Merger Control Law having expired without the relevant Merger Control Authority having taken any such

action (including, for the avoidance of doubt, where the applicable Merger Control Law provides for deemed approval or implicit authorisation

upon the expiry of such statutory period).

“Merger Control Authority”

means any Governmental Entity in any jurisdiction which has the power or competence, under any Merger Control Law, to review, investigate,

call in, approve, prohibit, block, impose conditions on, unwind, or otherwise take action in respect of mergers or acquisitions.

“Merger Control Filing”

means any notification, filing, application, declaration, submission of information, or other communication made to, or required or requested

by, a Merger Control Authority in connection with the Transaction under any Merger Control Law.

“Merger Control Laws”

means all laws passed by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose

or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including without limitation

the HSR Act.

“Multiemployer Pension Plan”

means a multiemployer plan as defined in Section 4001(a)(3) of ERISA and PBGC Reg. Section 4001.2.

“Multiemployer Plan”

means a plan defined in Section 3(37) of ERISA, including a Multiemployer Pension Plan.

“Net Debt” means

the consolidated net debt of the Group as at the Completion Statements Date as determined in accordance with Schedule 10 (Completion

Statements).

“NISPOM” has the

meaning given in the definition of “FOCI”.

“Non-Wholly Owned Subsidiary”

means each of (i) Synaptec Limited, a private limited company incorporated in Scotland with registered number SC472060, (ii) Sentrisense

AB, a private limited company incorporated in Sweden with registered number 559371-8694, (iii) Megger LLC, a limited liability company

incorporated in Russia (which in turn owns 100% Seba Energo, a company incorporated in Russia), (iv) Seba Service NV, a limited

liability company incorporated in Belgium with registered number 0419.424.733, and (v) Megger AS, a limited liability company incorporated

in Norway with registered number 931 924 583.

“Normalised Working Capital”

means €112,000,000.

“Notice” is defined

in subpart E of the CFIUS Regulations.

“NYSE” means the

New York Stock Exchange.

“Open Source Software”

has the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets ).

“Outward IPR Licences”

has the meaning given to it in paragraph 7(a) of Part 3 of Schedule 6 (Assets ).

“Owned Properties”

means the real properties owned in fee by any of the Group Companies as listed in Schedule 9 (Material Properties )

together with all land, buildings and the components of the buildings, structures, fixtures and other improvements and fixtures located

thereon and used by the Group Companies for the conduct of its business thereon, and “Owned Property” means any of

them.

“Owned Software”

has the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets ).

“PBGC” means the

Pension Benefit Guaranty Corporation.

“Permits” has the

meaning given to it in paragraph 15(a) of Schedule 6, Part 4 (Trading ).

“Personal Data Breach”

has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“Pillar 2” has the

meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“Pre-Contractual

Statements” has the meaning given to it in Clause 17.2.

“Proceeding” means

any action, suit, claim, charge, complaint, petition, hearing, proceeding, written notice of a violation, summons, subpoena, arbitration,

investigation, or mediation by any person or any investigation or audit by any governmental body or authority.

“Properties” means

the Owned Properties and Leased Properties and “Property” means any of them.

“Provisional Payment”

means the sum payable by the Buyer on account of the Consideration in accordance with Clause 3.2 and calculated in accordance with

Schedule 8 (Provisional Payment ).

“Registered IPR”

has the meaning given to it in paragraph 7(a) of Part 3 of Schedule 6 (Assets ).

“Registered Overseas Entity”

has the meaning given to it in Schedule 6, Part 8 (Properties ).

“Relevant Accounting Standards”

means International Financial Reporting Standards (IFRS).

“Relief” means any

loss, relief, allowance, set off, deduction, exemption or credit relating to Tax or to the computation of income, profits or gains for

the purpose of any Tax and any right to a repayment of Tax.

“Repeated Warranties”

means the warranties contained in the following paragraphs of Schedule 6 (Business Warranties) to be repeated at Completion

in accordance with Clause 11.3: paragraph 13 of Part 1; Part 2 (in its entirety); paragraphs 2, 5, 7 and 8 of Part 3;

paragraphs 1, 2, 9, 11, 12 to 15 (inclusive), 21, 22, 24, 25 of Part 4; paragraphs 1 and 2 of Part 5; paragraphs 1(a) to

1(c) (inclusive) and 3(c) of Part 6; paragraphs 6 and 7 of Part 7; paragraphs 1 and 2 of Part 8; and Part 9

(in its entirety), each denoted with a *.

“Restricted Business”

means the business of Megger as at Completion, comprising: (i) manufacturing electronic test equipment; (ii) manufacturing

hand-held measurement instruments; and (iii) condition monitoring, in each case for use in electrical power applications, specific

to the power/utility and water infrastructure segments, as well as asset and performance management software dedicated to utilities and

grid operators.

“Restricted Period”

has the meaning given to it in the Shareholder Agreement.

“Restricted Transaction”

means (a) a disposal of an interest in the issued share capital of any Group Company or of all, or a material part, of the business

or assets of any Group Company, (b) a third party investment in any Group Company, (c) any acquisition, merger, consolidation

or reorganisation involving any Group Company, or (d) any equity or debt investment relating to all or any significant part of the

business, operations, equity or ownership interests, or assets of any Group Company, or in each case any subsidiary undertaking of any

of them.

“Sanctioned Country”

means any country, region or territory that is the subject or target of country-wide, region-wide, or territory-wide Sanctions (as of

the date hereof, including but not limited to Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s

Republic, and the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson regions

of Ukraine and, prior to July 1, 2025, Syria).

“Sanctioned Person”

means any person that is the target of Sanctions, including (a) any person listed on any Sanctions-related list of designated persons

maintained by any relevant Sanctions Authority, (b) any person directly or indirectly owned 50 percent or greater or controlled

by one or more persons (individually or in the aggregate) described in the foregoing clause (a), (c) any person acting on behalf

of one or more persons described in the foregoing clauses (a) and (b), (d) any person operating, organised, resident in or,

with respect to Cuba only, a citizen or national of a Sanctioned Country, or (e) any person directly or indirectly owned 50 percent

or greater or controlled by one or more persons (individually or in the aggregate) described in (d) only to the extent required

under Sanctions administered by the United States.

“Sanctions” means

any law or executive order relating to financial and/or economic sanctions administered, implemented or enforced by a relevant Sanctions

Authority applicable to the Group Companies.

“Sanctions Authority”

means (a) the United Nations Security Council, (b) the government of the United States, (c) the European Union or any

member state, (d) the government of the United Kingdom, and (e) any other relevant authority, including without limitation,

the U.S. Department of Treasury Office of Foreign Assets Control, the U.S. Department of State, and His Majesty’s Treasury, the

Department for Business and Trade, the World Bank Listing of Ineligible Firms and the Foreign, Commonwealth & Development Office,

in the United Kingdom.

“Saudi Arabian Merger Control

Condition” means approval (or deemed approval) by the General Authority for Competition of Saudi Arabia of the Transaction

pursuant to the Competition Law of Saudi Arabia issued by Royal Decree No. M/75 dated 29 Jumada II 1440H (corresponding to 6 March 2019)

and its Implementing Regulations.

“SDLT” has the meaning

given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“SEC” means the

Securities and Exchange Commission.

“SEC Reports” means

each report, registration statement, prospectus, schedule, form, statement and definitive proxy statement filed by the Buyer with the

SEC during the period from 30 September 2023 up to and including the date of this Agreement that is publicly available on the SEC’s

Electronic Data Gathering, Analysis and Retrieval System (EDGAR).

“Securities Act”

means the Securities Act of 1933, as amended.

“Seller Group Guarantee”

means guarantees given by the Seller or any of its Associates in favour of a Group Company.

“Seller Nominee”

has the meaning given to it in Clause 16.5.

“Seller’s Account”

means the account of the Seller with UBS Switzerland AG, 8098 Zurich, Switzerland, SWIFT UBSWCHZH80A and IBAN: CH74 0024 0240 8369 4460

“Seller’s Accountants”

means Ernst and Young LLP.

“Seller’s Group”

means the Seller and each of its Associates from time to time (excluding, for the avoidance of doubt, from Completion any Group Company).

“Seller’s Solicitors”

means Willkie Farr & Gallagher (UK) LLP of CityPoint, 1 Ropemaker Street, London EC2Y 9AW.

“Shareholder Agreement”

means the agreement in the agreed form relating to the ESCO Stock.

“Shares” means the

74,785,350 Ordinary shares of £1 each in the capital of the Company, making up the entire issued share capital of the Company.

“Subsidiaries” means

the companies listed in Schedule 1, Part 1 (Details of the other Group Companies ) and “Subsidiary”

means any one of them.

“Supervisory Authority”

has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“Supplemental Disclosure Letter”

means the letter (if any) dated the same date as Completion from the Seller to the Buyer relating only to the Repeated Warranties as

repeated on Completion and containing only details of those circumstances, matters and events that have arisen during the period between

the date of this Agreement and Completion.

“Surviving Provisions”

means Clause 1 (Definitions and Interpretation), Clause 15 (Announcements and Confidentiality), Clause 16 (Assignment),

Clause 17 (Entire Agreement), Clause 19 (Costs), Clause 20 (Effect of Termination),

Clause 23 (Cumulative Rights), Clause 24 (Third Party Rights), Clause 25 (Waiver),

Clause 26 (Variations), Clause 27 (Conflicts), Clause 28 (Invalidity), Clause 29 (Communications),

Clause 30 (Service of Process), Clause 31 (Counterparts) and Clause 32 (Governing Law

and Jurisdiction).

“Swedish FDI Condition”

means that the notification filed with the Swedish Inspectorate of Strategic Products in respect of the Transaction and under the Swedish

Foreign Direct Investment Screening Act (Sw: Lag om anmälan och granskning av utländska direktinvesteringar) has been

closed without further action.

“Tax” includes all

taxes, duties (including stamp duties), imposts, contributions, withholdings, deductions, charges, levies and sums in the nature of the

foregoing or sums payable to any Tax Authority on account of the foregoing, in each case wherever and whenever imposed, charged or demanded

and whether or not primarily payable by, or attributable directly or primarily to, a Group Company or any other person and all charges,

interest, fines, penalties and surcharges relating to the same.

“Tax Assessment”

means any claim, notice, demand, assessment, self-assessment, letter or other document issued or action taken by or on behalf of a Tax

Authority or any other person from which it appears that a Group Company may be subject to a Tax Liability in respect of which the Seller

may be liable to the Buyer under a Tax Indemnity Claim.

“Tax Authority”

means HMRC, the United States Internal Revenue Service and any other governmental, state, federal, local, foreign or other fiscal, revenue,

customs or excise authority, department, agency, body or office whether in the United Kingdom, the United States or elsewhere in the

world having authority or jurisdiction for any Tax purpose.

“Tax Claim” has

the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations ).

“Tax Indemnity Claim”

has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations ).

“Tax Liability”

means a liability to pay an amount of, or in respect of, Tax.

“Tax Return” has

the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“Trade Control Laws”

means all applicable statutory, regulatory, and licensing requirements related to export controls, trade embargoes, boycotts, imports

of goods and payment of custom duties of any jurisdiction applicable to the Group Companies including without limitation the United Kingdom,

European Union and United States.

“Transaction” means

the transaction contemplated by this Agreement (or any part of that transaction).

“Transaction Bonus”

means any transaction bonus or similar payment expressly agreed in writing between the Buyer and the Seller prior to Completion.

“Transaction Documents”

means this Agreement, the Disclosure Letter, the Shareholder Agreement, the Supplemental Disclosure Letter and the Bank Pay Off Letters

(if the Buyer has made an election under Clause 7.7).

“Trapped Cash” has

the meaning given to it in Part 2 of Schedule 10 (Contents of the Completion Statements ).

“Turkish

Merger Control Condition” means either (i) the issuance of a decision by the Turkish Competition Board pursuant

to Article 10 of Law No. 4054 on the Protection of Competition and the Communique No. 2010/4 on the Mergers and Acquisitions

Calling for the Authorisation of the Competition Board stating that the Transaction is not subject to notification, or approving the

Transaction, either unconditionally or subject to the satisfaction of certain conditions required by the Turkish Competition Board; or

(ii) the statutory waiting period of 30 days specified in Article 10 of the Law No. 4054 on the Protection of Competition

having expired without the Turkish Competition Board responding to or taking any action in relation to the notification made regarding

the Transaction.

“UK Data Protection Laws”

has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“UK GDPR” has the

meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“UK Leased Properties”

means the Leased Property located in the United Kingdom, and “UK Leased Property” means any of them.

“UK Owned Properties”

means Owned Property located in the United Kingdom, and “UK Owned Property” means any of them.

“UK Properties”

means the UK Owned Properties and the UK Leased Properties, and “UK Property” means any of them.

“Union” means a

union, labor organisation, works council, or other person purporting to represent any employee (or group of employees) as their exclusive

bargaining representative.

“US Disclosed Schemes”

has the meaning given to it in paragraph 7(a) of Schedule 6, Part 7 (Pensions ).

“VAT” has the meaning

given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“VATA” has the meaning

given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“WARN Act” means

the United States Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder and any similar state

or local Law.

“Warranties” means

the Business Warranties and the Fundamental Warranties.

“Working Capital”

means the working capital of the Group as determined in accordance with Schedule 10 (Completion Statements ).

1.2 In this Agreement, unless otherwise stated:

(a) reference to this “Agreement”

is to this agreement as varied, supplemented, novated or replaced from time to time;

(b) reference to a document or a provision

of a document is to that document or provision as varied, supplemented, novated or replaced

from time to time;

form” means, in relation to any document, the form of that document which has been

initialled for the purpose of identification, or otherwise agreed in writing, by the Buyer

and the Seller or on their behalf by their solicitors;

(d) reference to a statute or statutory provision

includes a reference to:

(i) any statutory amendment, consolidation or

re-enactment of it (whether made before or after the date of this Agreement);

(ii) all orders, regulations, instruments or

other subordinate legislation (as defined in section 21(1) of the Interpretation Act

1978) made under it (whether made before or after the date of this Agreement); and

(iii) any statute or statutory provision of

which it is an amendment, consolidation or re-enactment;

(e) reference to a “party”

is to a party to this Agreement and includes a reference to that party’s successors

and permitted assignees;

(f) reference to a “person”

includes a legal or natural person, partnership, association, trust, company, corporation,

joint venture, government, state or agency of the state or other body;

(g) reference to a governmental, regulatory

or administrative authority or other agency or body that ceases to exist or is reconstituted,

renamed or replaced or has its powers or function removed, means the agency or body which

performs most closely the functions of that authority, agency or body;

(h) reference to a Clause or Schedule or Appendix

or attachment is to a Clause of, or Schedule, Appendix or attachment to, this Agreement and

any reference to this Agreement includes its Schedules, Appendices and attachments;

(i) the terms “financial year”,

“parent undertaking”, “subsidiary undertaking”

and “undertaking” (and, unless the context otherwise requires, other terms

used in this Agreement that are defined in the Companies Act 2006) shall be interpreted in

accordance with the Companies Act 2006;

(j) the term “connected person”

has the meaning given to it in section 1122 Corporation Tax Act 2010 and any references to

persons being “connected” shall have a corresponding meaning;

(k) any reference to “to the extent

that” shall mean “to the extent that” and not solely “if”,

and similar expressions shall be construed in the same way; and

(l) reference to the time of day is to the

time in London.

1.3 In this Agreement the interpretation of general

words shall not be restricted by words indicating a particular class or particular examples

and “including” means “including without limitation”.

1.4 Each of the Warranties is separate and independent

and without prejudice to the other Warranties and, except where expressly stated otherwise,

the meaning and extent of any Warranty or any part of it shall not be qualified or limited

by any other Warranty or any other part of a Warranty or by any other provision in a Transaction

Document.

1.5 The headings in this Agreement are for ease

of reference only and are to be ignored when interpreting this Agreement.

1.6 In the Warranties (and otherwise, where the

context requires), as regards the operations or presence of any Group Company outside of

England and Wales, and regardless of the references that may be made in the Warranties to

the statutory provisions or legal or accounting principles or legal terms applying under

laws other than English law or references to governmental, regulatory or administrative authority

or other body or agency outside of the United Kingdom:

(a) references to a statutory provision or

to a legal or accounting principle applying under English law shall be treated as including

references to the nearest corresponding provision or principle in the local jurisdiction;

(b) references to any English legal term for

any action, remedy, method of judicial proceeding, legal document, legal status, court, official

or any legal concept or thing shall, in respect of any jurisdiction other than England, be

deemed to include what most nearly approximates in that jurisdiction to the English legal

term; and

or administrative authority or other body or agency in the United Kingdom shall be treated

as including references to the nearest equivalent governmental, regulatory or administrative

authority or other body or agency in that jurisdiction.

1.7 With respect to any document referred to in

this Agreement as being in the agreed form, but which is not in the agreed form as at the

date of this Agreement, the parties shall (in each case acting reasonably and in good faith)

use all reasonable endeavours to agree the form of such documents as soon as practicable

following the date of this Agreement, including agreeing the form thereof with any relevant

third parties, and in any event so as to enable Completion to occur before the Long Stop

Date or Extended Long Stop Date (as applicable).

2 Sale

and Purchase

2.1 On and subject to the terms of this Agreement,

the Seller agrees to sell, and the Buyer agrees to purchase, the legal and beneficial title

to the Shares.

2.2 The Shares

shall be sold at and with effect from Completion free from all Encumbrances and together

with all rights attached to or accruing to them at Completion, except as provided in the

Shareholder Agreement.

2.3 The Buyer is not obliged to complete the purchase

of any of the Shares unless the purchase of all of the Shares is completed simultaneously.

3 Consideration

3.1 The Consideration is the Consideration Cash

together with the Consideration Shares, subject to adjustment in accordance with the provisions

of Clause 5 (Adjustments to Consideration).

3.2 Subject always to Clause 5 (Adjustments

to Consideration ), the Buyer shall pay or otherwise satisfy the Provisional Payment

as follows:

(a) by the allotment of the Consideration

Shares on Completion to the Seller or, at the Seller’s direction, the Seller Nominee;

and

(b) the payment of the Consideration Cash

on Completion to the Seller’s Account.

3.3 The Consideration Shares shall, when issued

in accordance with the terms of this Agreement, be duly authorised, validly issued, fully

paid and non-assessable shares of ESCO Stock.

3.4 The Buyer’s obligation to pay any sum

or deliver anything to the Seller shall be satisfied by it paying that sum or delivering

that thing to the Seller.

4 Signing

Obligations

Immediately

upon signing this Agreement, the Buyer and Seller shall comply with their respective obligations in Schedule 3 (Signing formalities ).

5 Adjustments

to Consideration

5.1 The Consideration shall be subject to adjustment

as follows:

(a) if Net Debt is a positive amount (i.e.

Debt exceeds Cash), the Consideration shall be reduced (on a US dollar for US dollar basis)

by an amount equal to Net Debt; or

(b) if Net Debt is a negative amount (i.e.

Cash exceeds Debt), the Consideration shall be increased (on a US dollar for US dollar basis)

by an amount equal to the amount by which Cash exceeds Debt; and

Working Capital, the Consideration shall be reduced by an amount equal to the deficit; or

(d) if Working Capital is greater than Normalised

Working Capital, the Consideration shall be increased by an amount equal to the excess.

5.2 Following Completion, the Completion Statements

shall be prepared and agreed or determined in accordance with Schedule 10 (Completion

Statements ) in order to ascertain Net Debt and Working Capital and, accordingly,

the amount of the Consideration and:

(a) if the Consideration exceeds the Provisional

Payment, the Buyer shall pay the Seller in cash an amount equal to the excess; or

(b) if the Consideration is less than the

Provisional Payment, the Seller shall pay the Buyer in cash an amount equal to the shortfall,

in either case within ten Business

Days after the Completion Statements have been agreed or determined in accordance with Schedule 10 (Completion Statements

6 Conditions

6.1 Completion is conditional on:

(a) the HSR Act Condition:

(i) in furtherance and not in limitation of

the other terms of this Clause 6 (Conditions ), each of the parties

shall, as promptly as practicable (but in no event later than 10 Business Days, unless agreed

to by both Buyer and Seller) after the date of this Agreement, prepare and file with the

United States Federal Trade Commission (the “FTC”) and the United States

Department of Justice (the “DOJ”) the notification and report forms required

under the HSR Act (provided, that if any such office is closed or not accepting filings under

the applicable statute on the 10th Business Day after the date hereof (a “Closure”),

such 10 Business Day period shall be extended day-for-day, for each Business Day such Closure

is in effect);

(ii) the parties shall submit as soon as practicable

and advisable any supplemental or additional information that may be requested by the FTC

and the DOJ and by any other Governmental Entity in connection with such filings, and shall

comply in all material respects with all applicable Merger Control Laws relating thereto,

and without prejudice to Clause 6.3 each party shall use its reasonable best efforts to promptly

take or cause to be taken any and all other actions necessary, proper, or advisable to avoid,

eliminate, or resolve each and every impediment and obtain all clearances, consents, approvals,

authorizations, expirations of waiting periods and waivers that may be required, including

defending, contesting, or litigating any action or order preventing Completion, so as to

enable the parties to cause the Completion to occur prior to the Long Stop Date or Extended

Long Stop Date (as applicable); provided, that no party shall enter into any agreement with

any Governmental Entity not to consummate the transactions contemplated by this Agreement

without the prior written consent of the other party; and

(iii) Without prejudice to Clause 6.3, the Buyer

and Seller shall use their reasonable best efforts to take, or cause to be taken, all actions

that are customarily and reasonably undertaken to obtain clearance under the HSR Act so as

to enable the Completion to occur.

(b) CFIUS Condition:

(i) in furtherance and not in limitation of

the other terms of this Clause 6 (Conditions ), Buyer and Seller agree

to submit as promptly as reasonably practicable (but in no event later than 20 Business Days,

unless agreed to by both Buyer and Seller) after the date of this Agreement, a draft Notice

with respect to the Transaction, and, as promptly as reasonably practicable after addressing

any comments received from CFIUS concerning the draft Notice, submit a joint Notice to CFIUS

pursuant to the DPA with respect to the Transaction. Each of the parties shall respond to

any request for information from CFIUS in the timeframe required under the DPA; provided,

however, that the parties, after consultation with each other, may request in good faith

an extension of time pursuant to 31 C.F.R. § 800.504(a)(3) to respond to CFIUS

requests for follow-up information; provided, further, that under no circumstance may a party

request any extension that causes CFIUS to reject the Notice filed by Buyer or Seller;

(ii) Buyer and Seller shall use their reasonable

best efforts to take, or cause to be taken, all actions that are customarily and reasonably

undertaken to obtain CFIUS Approval so as to enable the Completion to occur;

(iii) in connection with any CFIUS review or

investigation and without limiting the other provisions of this Section, Buyer and Seller

shall (i) cooperate in all respects and consult with each other in connection with the

preparation and consideration of the Notice, including by allowing the other party to have

an opportunity to review in advance and comment on drafts of filings and submissions, subject

to redactions for business confidential information, and (ii) promptly inform the other

party of any communication made to, or received by such party from, CFIUS (including members

of its staff) regarding the CFIUS Approval or the Transaction, excluding any confidential

or competitively sensitive information included in such communication. Prior to initiating

communication with CFIUS (including members of its staff), whether or not in writing, each

party shall permit counsel for the other party a reasonable opportunity to review and provide

comments thereon, and consider in good faith the views of the other party in connection with,

any such communication; provided, that such communications with CFIUS are not confidential;

and

(iv) without limiting the generality of the

foregoing, the Seller shall, and shall procure that each of its direct and indirect beneficial

owners, affiliates and Associates shall: (i) promptly provide CFIUS with all information,

documentation and certifications required in connection with the CFIUS review or investigation

of the Transaction, including complete and accurate information regarding the identity, nationality,

domicile and ownership interests of each direct and indirect beneficial owner of the Seller

at any level of ownership (it being acknowledged that the Buyer does not have full visibility

into the Seller’s beneficial ownership structure); (ii) cooperate fully and in

good faith with CFIUS and the Buyer in connection with the Notice and any supplemental submissions,

and respond promptly and completely to any request for information or follow-up inquiry from

CFIUS; (iii) accept and implement mitigation measures or conditions that CFIUS may impose

as a condition of CFIUS Approval related to supply chain assurances, access to information

regarding U.S. Government contracts, or restrictions on the identity of Seller’s representative

on the board of directors of the Buyer; and (iv) take all further steps and execute

all further documents as may be necessary or reasonably requested by the Buyer or CFIUS to

facilitate the obtaining of CFIUS Approval at the earliest possible opportunity except accept

mitigation measures not described in (iii).

(i) each of Buyer, Seller and Group Companies

agrees to cooperate and to use reasonable best efforts (i) to submit, as promptly as

reasonably practicable and advisable after the date of this Agreement all applicable and

required notices to DCSA pursuant to the NISPOM and (ii) submit a Commitment Letter

describing the intention to fully comply with the proscribed terms of the Security Control

Agreement or other instrument required by DCSA immediately upon acquisition no later than

the submission of the final filing in connection with the CFIUS Approval as set forth in

Clause 6.3. All security measures applicable to the Buyer as required by the Security

Control Agreement or other instrument required by DCSA shall apply to the Group Companies

immediately upon consummation of the Transaction. A copy of this Agreement shall be forwarded

to DCSA; and

(ii) Seller shall, and shall procure that each

of its direct and indirect beneficial owners, affiliates and Associates shall: (i) accept

and implement mitigation measures or conditions that DCSA may impose as a condition of satisfying

the FOCI Condition related to supply chain assurances, access to information regarding U.S.

Government contracts, or restrictions on the identity of Seller’s representative on

the board of directors of the Buyer; and (ii) take all further steps and execute all

further documents as may be necessary or reasonably requested by the Buyer or DCSA to facilitate

the satisfying of the FOCI Condition at the earliest possible opportunity except accept mitigation

measures not described in (i).

(d) the Ex-US Merger Control and FDI Conditions:

(i) each of Buyer and Seller agrees to cooperate

and to use reasonable best efforts to submit, as promptly as reasonably practicable and advisable

after the date of this Agreement all applicable and required notices, applications, information

and documents to satisfy the Ex-US Merger Control and FDI Conditions.

6.2 If,

at any time prior to Completion, any FDI Authority takes any action in connection with the

Transaction (including, without limitation, initiating or commencing any review, screening,

or investigation, requesting or requiring any information or documents, issuing any interim

order or direction, calling in the Transaction for scrutiny, or requiring any FDI Filing

to be made), then obtaining FDI Approval from each such FDI Authority shall become a Condition

for the purposes of this Clause 6 (the “FDI Condition”). For the

avoidance of doubt, the FDI Condition shall be deemed to have been satisfied in circumstances

where no FDI Authority has taken any action of the type described in this paragraph in connection

with the Transaction at any time prior to Completion.

6.3 Notwithstanding anything in this Agreement

to the contrary, the Buyer shall take all steps necessary to satisfy the Conditions, including

by offering to any Governmental Entity (and not withdrawing) any undertakings that may from

time to time be necessary or desirable in order to obtain the relevant clearances at the

earliest possible opportunity, and accept any undertakings that may be imposed by any Governmental

Entity as a condition for obtaining such clearances. For the avoidance of doubt, such undertakings

may include the divestment of, or behavioural undertakings relating to, all or part of any

business, activities or assets of any enterprise that is controlled by or affiliated with

the Buyer’s Group or any of the Group Companies. The Buyer shall use its best efforts

to perform any such undertakings that are offered to and accepted by, or imposed by, any

Governmental Entity.

6.4 The Buyer shall be responsible for devising

and implementing the strategy with respect to all matters relating to the satisfaction of

the HSR Act Condition (including with respect to “pulling and refiling” its filing

under the HSR Act), and shall take the lead in all meetings and communications with any Governmental

Entity in connection with the same, subject to taking due consideration of any reasonable

comments which the Seller and its advisers may have regarding any related notification, submission,

response or other communication to a Governmental Entity.

6.5 The Buyer and Seller shall cooperate fully

for the purpose of satisfying the Conditions and shall ensure that all information and any

documents necessary for the making of any notifications or filings (or for responding to

any enquiries or requests for information or for attending any meetings or hearings) are

supplied promptly and are accurate and complete in all material respects.

6.6 The

Buyer and Seller shall promptly notify the other respective party sufficiently in advance

(and provide copies or, in case of non-written communications, details) of any notification,

submission, response or other communications it proposes to make or submit to any Governmental

Entity in connection with the satisfaction of the Conditions, and shall take due consideration

of any reasonable comments which the other party and its advisers may have regarding any

such notification, submission, response or other communication.

6.7 The

Buyer and Seller shall cooperate and regularly review the progress of any notifications or

filings in connection with the satisfaction of the Conditions, keep the other respective

party fully informed on a timely basis of all material developments with respect to the satisfaction

of the Conditions, and permit the other respective party (or its advisers) to attend

all meetings with any Governmental Entity (unless prohibited by the Governmental Entity).

6.8 The Buyer shall be responsible for paying

all filing fees payable to any Governmental Entity in connection with any notifications or

filings required to satisfy the Conditions, other than the fees of and payments to each party’s

(or any member of the Seller’s Group’s or the Buyer’s group’s) legal

or other professional advisers, provided that in respect of any filing fees payable under

the HSR Act, each party shall bear the filing fees where it is the “acquiring party”

under the HSR Act, and other than any filing fees payable in respect of the CFIUS Condition,

the Bulgarian FDI Condition, the Finnish FDI Condition and the Italian FDI Condition which

shall be for the account of the Seller.

6.9 Each party may, with written agreement of

the other party, waive any Condition.

6.10 If the Conditions are not satisfied (or become

incapable of being satisfied) or (where applicable) have not been waived in accordance with

Clause 6.9 on or before the Long Stop Date or Extended Long Stop Date (as applicable), either

party may terminate this Agreement by notice to the other and no party shall have any claim

under this Agreement except in respect of any rights and liabilities which have accrued in

consequence of a breach of this Agreement before termination or under of any of the Surviving

Provisions.

6.11 If,

at the date that would otherwise be the Long Stop Date, any Condition remains unsatisfied,

the Long Stop Date shall automatically be extended until the date falling eighteen (18) months

after the date of this Agreement (or such later date as the parties hereto may agree in writing),

(the Long Stop Date, as so extended,

being the “Extended Long Stop Date”).

6.12 During

any period of extension pursuant to Clause 6.11, the obligations of the parties under

this Agreement shall continue in full force and effect, and the Buyer and Seller shall provide

such cooperation and assistance as the other party may reasonably request in connection with

the satisfaction of the Conditions and any related proceedings.

7 Pre-Completion &

Termination

7.1 Until the earlier of Completion and the termination

of this Agreement in accordance with its terms, the Seller shall (subject only to Clause 7.2):

(a) procure that the business of each Group

Company is carried on in the usual course of trading consistent with past practice; and

(b) procure that no Group Company shall do,

or agree or commit to do, any of the things specified in Schedule 2 (Reserved Matters ).

7.2 Nothing in Clause 7.1 shall impose any

obligation on the Seller to prevent or restrict:

(a) any Group Company from doing or omitting

to do anything required for the performance of any contract entered into prior to the date

of this Agreement;

(b) any Group Company from doing or omitting

to do anything required in order to comply with any applicable law or regulation;

amending, varying, extending, renewing or terminating in the ordinary course of business

any contract or commitment, or entering into a new contract or commitment on broadly comparable

terms in place of a contract or commitment which has expired or is due to expire prior to

the date of Completion;

(d) any matter reasonably undertaken in an

emergency or disaster situation or other serious incident or circumstance (including taking

any measures reasonably required by applicable law or directive of a Government Agency) with

the reasonable and bona fide intention of minimising any adverse effect thereof and, where

reasonably practicable, following consultation with the Buyer;

(e) the completion or performance of actions

which are reasonably necessary to discharge any obligations undertaken pursuant to any legal

or regulatory obligation or to comply with a request by any applicable Government Agency

or pursuant to any contract, arrangement, licence, permits, approvals, authorisations, certificates,

confirmations, or consents entered into by or relating to the Group Companies prior to the

date of this Agreement, provided that the Seller shall use all reasonable endeavours to promptly

notify the Buyer of any material action taken or proposed to be taken pursuant to this exception;

(f) any Group Company entering into a real

estate lease renewal or alternative lease in the ordinary course of its business on terms

substantially the same as the existing lease and for a rent not exceeding the rent under

the preceding lease by more than 30%;

(g) the engagement with the trustee of the

DB Scheme in relation to the Transaction or matters relating to the Transaction or contemplated

by this Agreement, provided that the Seller shall keep the Buyer reasonably informed of any

material discussions with such trustee and shall obtain the Buyer’s prior written consent

(not to be unreasonably withheld or delayed) before agreeing any commitments that could reasonably

be expected to affect the financial position of any Group Company;

(h) the hiring of any supply chain and operations

consultants up to an annual cost of $500,000 per consultant for the purpose of identifying

operational improvement activities across the Group;

(i) any increase in basic salary or bonus

of any employee (who is not a Key Employee) in the ordinary and usual course substantially

in accordance with past practice;

(j) any matter, action or expenditure undertaken

or incurred at the written request or the prior written consent of the Buyer given expressly

for the purposes of this Clause;

(k) any matter, action or expenditure specifically

provided for in, required, or contemplated by, or made pursuant to, or in order for the Seller

to comply with its obligations under any Transaction Document;

(l)

[***];

(m)

[***];

(n)

[***]; and

(o) the agreement or commitment (whether conditional

or not) by any member of the Seller’s Group to do or procure the doing of any of the

things set out in Clauses 7.2(a) to 7.2(n) (inclusive).

7.3 If

the Buyer’s approval is sought for the purpose of Clause 7.2 or Schedule

2 (Reserved Matters):

(a) the Seller may seek such consent by written

notice delivered via e-mail to the Buyer in accordance with Clause 29 (Communications );

and

(b) the Buyer’s approval shall be deemed

to have been given to the Seller if such approval has neither been granted nor denied by

the Buyer within five Business Days of the Buyer having been notified of the request for

approval in accordance with this Clause 7.3.

7.4 Until Completion:

(a) the Seller shall at the Buyer’s

cost provide the Buyer and its agents and representatives with: (i) such information

regarding each Group Company as the Buyer shall reasonably request regarding the actual financial

performance of the business of each Group Company, including monthly management accounts,

profit and loss statements, balance sheets, cash flow statements, backlog and orders (to

be provided promptly at the end of each month, but in any event not later than fifteen (15)

Business Days after the end of each month); and (ii) reasonable access to the Properties

and to the material books, records, documents and senior executives of each Group Company

as the Buyer may reasonably request, but excluding any information the Seller deems, acting

reasonably, to be commercially sensitive; and

(b) the Buyer shall, at the Seller’s

cost and following a written request from the Seller, provide the Seller and its agents and

representatives with: (i) financial information for the period following the date of

this Agreement which is consistent with the format and content of information that was provided

to the Seller prior to the date of this Agreement and (ii) responses to any other reasonable

information requests which represent an update to information that was provided prior to

the date of this Agreement, but in any event excluding any information the Buyer deems, acting

reasonably, to be commercially sensitive or which cannot be disclosed due to a regulatory

restriction.

7.5 In the period prior to Completion the Seller

shall not, and shall procure that no member of the Seller’s Group, nor any of its or

their respective (i) directors, officers or managing directors or (ii) employees

who have received information about the Transaction other than internal or external communications

about the Transaction by the Seller or the Buyer that do not include material non-public

information regarding the Buyer or the Transaction, shall, directly or indirectly, without

the prior written consent of the board of directors of the Buyer:

(a) acquire, agree to acquire, propose, seek

or offer to acquire, any securities or assets of the Buyer or any of its subsidiaries;

(b) enter, agree to enter, propose, seek or

offer to enter into any merger, business combination, recapitalisation, restructuring or

other extraordinary transaction involving the Buyer or any of its subsidiaries;

in, any (i) submission of any shareholder proposals or notice of nomination or other

business for consideration at a meeting of the Buyer’s shareholders; (ii) vote

in opposition to directors nominated by the board of directors of the Buyer, (iii) solicitation

of proxies to vote any voting securities of the Buyer or (iv) other activities that

involve initiating proxy contests;

(d) form, join or in any way participate in

a “group” (within the meaning of Section 13(d)(3) of the Exchange Act)

with an unaffiliated third party with respect to any voting securities of the Buyer;

(e) otherwise act, alone or in concert with

others, to seek to control or influence the management or the policies of the Buyer, other

than routine shareholder engagement;

(f) disclose any intention, plan or arrangement

prohibited by, or inconsistent with, the foregoing; or

(g) advise, assist or encourage or enter into

any discussions, negotiations, agreements or arrangements with any other persons in connection

with the foregoing.

7.6 Subject to Clauses 7.1, 7.2 and Schedule 2,

in the period prior to Completion the Seller shall not, and shall procure that no member

of the Seller’s Group, nor any of its or their respective officers, managing directors,

employees, agents, advisers, and representatives shall, directly or indirectly:

(a) solicit proposals from any person in relation

to a Restricted Transaction or respond to any approach by a person which might reasonably

be anticipated to lead to a Restricted Transaction;

(b) participate in, prepare or make arrangements

for, discussions or negotiations with any third party in relation to a Restricted Transaction;

to any third party for a purpose which includes enabling it to evaluate, or decide whether

to make an offer in connection with or otherwise pursue, a Restricted Transaction;

(d) enter into, agree to enter into or make

any arrangement relating to any Restricted Transaction; or

(e) grant access to any of the properties

of the Company or any member of the Group to any person contemplating a Restricted Transaction

or to any mortgagee, surveyor, valuer or other person acting on their behalf;

and shall promptly notify the Buyer

in writing upon becoming aware of any approach in relation to a Restricted Transaction. The Seller waives any right to oppose the granting

of any equitable relief (including injunctive relief) which the Buyer may seek in relation to a threatened or actual breach of Clause 7.6.

7.7 If requested

by the Buyer, in the period prior to Completion, the Seller shall procure (to the extent

that it is legally able to do so) that as soon as reasonably practicable after the date of

this Agreement, but in any event no later than the latest date permitted under the Bank Loan

to serve a prepayment notice enabling the Bank Loan to be voluntarily prepaid and cancelled

in full on Completion, the relevant Group Company serves prepayment notices in accordance

with the terms of each Bank Loan (or, as the case may be, a consensual agreement is reached

with the lenders under the Bank Loan) to enable each Bank Loan to be prepaid and cancelled

in full on Completion, and for the Bank Pay Off Amount to be determined as at, and to be

settled on, Completion, and the Buyer is kept informed, including by it or its legal advisers

being copied on all material relevant correspondence, about the progress of such matters.

7.8 No later than 3 Business Days before the date

scheduled for Completion, the Seller shall deliver to the Buyer a draft of the Supplemental

Disclosure Letter (if any).

7.9 The Buyer may (in addition to and without

affecting any other right or remedy available to it) terminate this Agreement with immediate

effect by notice to the Seller or the Seller’s Solicitors if on or before Completion:

(a) the Seller is in breach of any of the

Fundamental Warranties or would be when they are given on Completion (or if they were given

at any time before Completion) by reference to the facts and circumstances then existing;

(b) it appears (including by way of any facts,

matters or circumstances disclosed in the Supplemental Disclosure Letter) that:

(i) the Seller is in breach of any provision

of Clause 7 (Pre-Completion & Termination) or any other obligation

of the Seller under this Agreement which cannot be remedied or (if capable of remedy) has

not been remedied to the Buyer’s reasonable satisfaction and; or

(ii) any of the Warranties as given on the date

of this Agreement (or if they were given at any time before or on Completion by reference

to the facts and circumstances then existing), or any disclosure in the Disclosure Letter,

is or may become inaccurate or misleading in any way,

which, in the case of any breach of

the Fundamental Warranties, gives rise to a liability in excess of $100,000 (whether alone or in aggregate)(the “Fundamental

Cap”), and in all other cases (as regards any such breach, inaccuracy or misleadingness) gives rise to a Material Liability

(whether alone or in aggregate).

7.10 For

the purposes of Clause 7.9 something gives rise to a Material Liability if it cannot be remedied

or (if capable of remedy) has not been remedied to the Buyer’s reasonable satisfaction

and (alone or in aggregate):

(a) gives or may give rise to a liability

of the Seller under this Agreement (disregarding for this purpose any minimum claim amount,

financial threshold or cap on liability in this Agreement and any matter disclosed in the

Supplemental Disclosure Letter) in an amount equal to at least 20% of the Consideration;

(b) it has or may have a material adverse

effect on the Group including on its reputation, net assets, turnover, profitability or financial

position of the Group (regardless of whether or not any related loss or damage is covered

by insurance) and shall be deemed to include a reasonably anticipated reduction of net assets

and/or EBITDA for the prior 12 months (“12 Month EBITDA”), such reduction

representing an amount equal to at least 25% of 12 Month EBITDA or

or incurred by a Group Company or the Buyer (including a diminution in value of the Shares)

in an amount equal to at least 20% of the Consideration.

7.11 The

Seller shall promptly notify the Buyer of anything which may constitute any fact, circumstance,

change, effect, development, event, breach or other matter within the scope of Clause

7.9 which, in the case of any breach of the Fundamental Warranties, gives rise to a liability

in excess of the Fundamental Cap, and in all other cases gives rise to a Material Liability.

7.12 In the period prior to Completion, at the

Buyer’s cost, the Seller shall and shall procure that the Group Companies shall use

commercially reasonable efforts to provide to the Buyer such customary cooperation reasonably

requested by the Buyer in connection with (a) arranging, obtaining and syndicating the

financing contemplated by the Debt Financing Documentation and (b) causing the conditions

in the Debt Financing Documentation to be satisfied.

7.13 The Seller shall not, and shall procure that

no Group Company shall, take any action which would reasonably be expected to delay, impede

or prejudice the arrangement, syndication or funding of the Debt Financing.

7.14 Notwithstanding anything herein to the contrary,

the parties to this Agreement hereby agree that:

(a) no Debt Financing Source shall have any

liability hereunder (whether in contract or in tort, at law or in equity, or granted by statute)

for any claims, causes of action, obligations or losses, costs or expenses arising under,

out of, in connection with or related in any manner to this Agreement or based on, in respect

of or by reason of this Agreement or its negotiation, execution, performance or breach (provided

that nothing in this Clause 7.14 shall limit the liability or obligations of the Debt Financing

Sources under the Debt Financing Documentation or the definitive documents governing any

Debt Financing provided by any such person to the Buyer), and any such claims, causes of

action, obligations or any related losses, costs or expenses are hereby waived, disclaimed

and released in full;

(b) only the Buyer (including its permitted

successors and assigns under the Debt Financing Documentation) and the other parties to the

Debt Financing Documentation at their own direction shall be permitted to bring any claim

against a Debt Financing Source for failing to satisfy any obligation to fund the Debt Financing

pursuant to the terms of the Debt Financing Documentation or the definitive documents governing

any Debt Financing;

(b) any claim, charge, action, cause of action, demand, lawsuit, arbitration, audit,

notice of violation, proceeding, litigation, or investigation of any nature, civil, criminal,

administrative, regulatory, or otherwise, whether at law or in equity (an “Action”)

is brought against any of the Debt Financing Sources, such Action will be governed by the

laws of the state of New York (without giving effect to any conflicts of law principles that

would result in the application of the laws of another state), and each of the parties hereto

agrees that it will not bring or support any Action (whether at law, in equity, in contract,

in tort or otherwise) against the Debt Financing Sources in any way relating to this Agreement

or any of the transactions contemplated by this Agreement, including any dispute arising

out of or relating in any way to the Debt Financing Documentation or the definitive documents

governing any Debt Financing, or the performance thereof, in any forum other than the United

States District Court for the Southern District of New York, sitting in the Borough of Manhattan

(or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New

York sitting in the Borough of Manhattan), or any appellate court thereof (and irrevocably

waives, to the fullest extent permitted by applicable law, any objection that it may now

or hereafter have to the laying of the venue of any such Action in any such court or that

any such Action brought in any such court has been brought in an inconvenient forum); and

(d) such party hereby waives, to the fullest

extent permitted by applicable law, any right it may have to a trial by jury in respect of

any suit, action or other proceeding arising out of this Agreement or the transactions contemplated

by this Agreement, including but not limited to any dispute arising out of or relating to

the Debt Financing Documentation or the definitive documents governing any Debt Financing

or the performance thereof. No amendment, termination or waiver of this Clause 7.14 or the

definitions of “Debt Financing”, “Debt Financing Documentation” or

“Debt Financing Sources” (or any other provision of this Agreement which shall

have the effect of modifying, terminating or waiving this Clause 7.14 or such definitions)

in a manner that is adverse to any Debt Financing Source shall be effective without the prior

written consent of the Debt Financing Sources party to the Debt Financing Documentation.

The parties hereto expressly confirm their agreement that the Debt Financing Sources shall

be entitled to rely on and enforce the provisions of this Clause and shall be express third-party

beneficiaries with respect to each such clause or definition. This Clause 7.14 shall, with

respect to the matters referenced herein, supersede any provision of this Agreement to the

contrary.

7.15 In the

period between the date of this Agreement and Completion, the Buyer and the Seller shall

cooperate in good faith to confirm and finalise the structure for the Transaction, including

the structure and identity of any Alternative Buyer and any Seller Nominee and the allocation

of the Consideration among the Group Companies and the Transaction Documents. Neither party

shall implement, or procure the implementation of, any structure for the Transaction without

the prior written consent of the other party (such consent not to be unreasonably withheld,

conditioned or delayed).

8 Integration

Committee

8.1 Within ten (10) Business Days of the

date of this Agreement, the parties shall establish an integration committee (the “Integration

Committee”) comprising representatives of the Seller (and/or its nominees), the

Buyer (and/or its nominees) and the Company, each of sufficient seniority and expertise regarding

the matters within the remit of the Integration Committee. Each of the Seller, the Buyer

and the Company may appoint and remove any of its representatives by notice in writing to

the other parties.

8.2 The main purposes of the Integration Committee

shall be to facilitate the integration of the Group into the Buyer’s group, including

to:

(a) prepare and develop a plan setting out

the steps the parties propose to take to ensure the smooth and orderly integration of the

Group following Completion, including any key milestones (the “Integration Plan”);

(b) prior to Completion, determine in good

faith the post-Completion roles of management of the Group with a view to optimising integration

and synergy realisation; and

as set out in the Integration Plan.

8.3 The Integration Committee shall meet (in person,

by telephone or video conferencing) regularly from its establishment until Completion or

such later date as the parties may agree in writing.

9 Completion

9.1 Not less than five Business Days prior to

Completion the Seller shall provide the Buyer with a notice (the “Completion Payments

Notice”) setting out:

(a) the requisite details (including amount,

payee and account details) of the Bank Pay Off Amount; and

(b) the amount of the Provisional Payment

and attaching the calculation of Estimated Net Debt and Estimated Working Capital, together

with reasonable detail supporting the calculation of those estimates.

9.2 Completion shall take place at the offices

of the Buyer’s Solicitors (or such other venue as the parties shall agree):

(a) if all Conditions have been satisfied

or waived in accordance with the terms of this Agreement before the 20th day of

the relevant month, on the last Business Day of that month; or

(b) if all Conditions have been satisfied

or waived in accordance with the terms of this Agreement on or after the 20th

day of the relevant month, on the last Business Day of the following month,

(or such other date as the parties

shall agree), provided that if the date on which Completion would otherwise be required to take place pursuant to Clause 9.2(a) or

Clause 9.2(b) above falls in the month of September, Completion shall instead take place on the first Business Day of October in

the same calendar year (or such other date as the parties shall agree).

9.3 On or prior to Completion, the Seller and

the Buyer shall comply with their respective obligations in Schedule 4 (Completion

formalities ).

9.4 If any of the transactions set out in Schedule

4 (Completion formalities ) does not take place as provided in that Schedule,

the Buyer, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance

by the Buyer, may at its election and, in each case, without prejudice to other rights and

remedies:

(a) proceed to Completion so far as is practicable;

(b) within two Business Days of the date set

for Completion by written notice to the other defer Completion for up to ten Business Days;

have still not taken place) terminate this Agreement in which case the provisions of Clause 20 (Effect

of Termination) shall apply.

10 Tax

Indemnity

10.1 This Clause 10 shall have effect from Completion

only.

10.2 Subject to the provisions of Schedule 7 and

the other provisions of this Clause 10, the Seller covenants to pay to the Buyer an amount

equal to any Tax Liability of a Group Company arising in respect or as a result of:

(a) a final determination or assessment by,

or agreements or settlement with the German Tax Authorities in respect of periods ending

on or before Completion in consequences of the German Audits;

(b) income or profits earned, accrued or received

by Megger International Finance Limited in respect of periods ending on or before Completion

being subject to charge under Part 9A (Controlled foreign companies) of the Taxation

(International and Other Provisions) Act 2010 as a result of the denial by HMRC of the "75%

exemption" in section 371ID of that Act; and

research and development credits claimed on or before Completion in respect of periods ending

on or before Completion,

in each case together with all costs

and expenses reasonably incurred by any member of the Buyer’s Group in connection with a Tax Liability in respect of which a claim

may be made under this Clause 10.2 or in successfully taking or defending any action under this Clause 10.

Exclusions

10.3 The Seller shall not be liable for, and the

Buyer shall not be entitled to bring, any Tax Indemnity Claim in respect of any Tax Liability

to the extent that:

(a) provision, allowance or reserve for the

Tax Liability was made (excluding provision, allowance or reserve for deferred tax) in the

Completion Statements or such Tax Liability was taken into account in computing the amount

of any provision, allowance or reserve in the Completion Statements (excluding provision,

allowance or reserve for deferred tax);

(b) the Tax Liability was paid or discharged

on or before Completion;

but for a voluntary act, transaction or omission of a Group Company or any member of the

Buyer’s Group after Completion and which the Buyer was aware or ought reasonably to

have been aware would give rise to the Tax Liability, but excluding any act:

(i) carried out pursuant to a legally binding

obligation of a Group Company entered into by a Group Company on or before Completion;

(ii) carried out pursuant to an obligation imposed

by any law, regulation or requirement having the force of law; or

(iii) carried out at the written request of

the Seller; or

(d) the Tax Liability constitutes interest,

penalties, a fine or a charge arising from a failure to pay Tax to a Tax Authority promptly

after the Seller has made a payment of any amount to the Buyer in respect of that Tax Liability

pursuant to a Tax Indemnity Claim; or

(e) the Tax Liability would not have arisen

or would have been reduced but for a failure of the Buyer or (after Completion) a Group Company

to comply with any of its obligations under this Clause 10.

Conduct of Tax Indemnity Claims

10.4 If the Buyer or (after Completion) a Group

Company becomes aware of a Tax Assessment which may give rise to a Tax Indemnity Claim, the

Buyer shall give written notice and reasonable details of it to the Seller as soon as reasonably

practicable (and in any event within ten (10) Business Days), provided that the giving

of such notice shall not be a condition precedent to the Seller’s liability under a

Tax Indemnity Claim.

10.5 The Buyer shall take, or procure that a Group

Company takes, such action as the Seller reasonably requests in writing to avoid, resist

or contest a Tax Assessment, but excluding allowing the Seller to take over conduct of any

proceedings arising in connection with the Tax Assessment in the name of the relevant Group

Company and provided that the Seller indemnifies the Buyer and each Group Company to the

Buyer’s reasonable satisfaction against all reasonable out-of-pocket losses, costs,

interest, damages and expenses of taking such actions.

10.6 The Buyer shall, or shall procure that the

Group Companies shall:

(a) keep the Seller informed of all material

developments and provide the Seller with copies of all material correspondence and other

documentation relating to the German Audits and any Tax Assessment;

(b) ensure that no material correspondence

or other document relating to the German Audits or a Tax Assessment is sent or issued by

the Buyer, any Group Company or their advisers before the Seller has been given an opportunity

to comment thereon, and further shall incorporate any reasonable comments of the Seller made

thereon; and

or compromise in respect of the German Audits or a Tax Assessment without the Seller’s

prior written consent, such consent not to be unreasonably withheld or delayed.

10.7 Neither the Buyer nor any Group Company shall

be obliged to take any action:

(a) which involves an appeal that cannot be

made without an amount of Tax being paid to the relevant Tax Authority unless the Seller

first pays such amount to the Buyer; or

(b) which involves an appeal against any Tax

Assessment to an appellate body unless tax counsel of at least 10 years’ relevant experience

advises in writing (after disclosure of all relevant information and documents and having

regard to all the circumstances and information available) that the chances of such appeal

succeeding are greater than the chances of it failing.

10.8 The Buyer and any relevant Group Company

shall be free without reference to the Seller to deal with any Tax Assessment in their absolute

discretion if:

(a) the Seller confirms in writing that it

accepts the Tax Assessment;

(b) the Seller has not within fifteen Business

Days of receipt of a notice of the Tax Assessment under Clause 10.4 requested that the

Buyer or any Group Company take any action pursuant to Clause 10.5;

or judicial review in respect of the Tax Assessment has expired;

(d) the Seller becomes insolvent or other

steps are taken for the winding up, dissolution, administration or other similar procedure

in relation to the Seller; or

(e) the Seller fails to fulfil any of its

obligations under this Clause 10.

10.9 Any payment which the Seller is

liable to make under this Clause 10 shall be made in full on the latter of:

(a) five Business Days after the Seller receives

a written demand from the Buyer; and

(b) whichever of the following dates is applicable:

(i) in the case of a Tax Liability that involves

an actual payment of Tax by a Group Company, the fifth Business Day before the date on which

such Tax is due and payable to the relevant Tax Authority; and

(ii) in any other case, five Business Days before

the date on which the Group Company is required to make such payment.

10.10 Any amount due to be paid under this Clause

10 which is not paid on the due date shall bear interest from the date when payment was due

until the date of actual payment (after as well as before judgment) at 4% above the official

rate of the Bank of England in force from time to time (and interest shall accrue from day

to day and be compounded monthly), provided that interest accruing shall be reduced to the

extent that the amount otherwise due under this Clause 10 already compensates for late payment.

11 Seller

Warranties

11.1 The Seller warrants to the Buyer as at the

date of this Agreement and at Completion that the Fundamental Warranties are true, accurate

and not misleading.

11.2 The Seller warrants to the Buyer that: (a) as

at the date of this Agreement, the Business Warranties are true, accurate and not misleading;

and (b) as at Completion, the Repeated Warranties are true, accurate and not misleading,

in each case save only for any matter Disclosed.

11.3 Subject to Clause 11.4, on Completion the

Seller shall be deemed to repeat the Fundamental Warranties and Repeated Warranties with

reference to the facts, matters and circumstances then existing (and as if any express or

implied reference in a Warranty to the date of this Agreement was replaced by a reference

to the date of Completion).

11.4 If the Seller exercises its right to nominate

a Seller Nominee pursuant to Clause 16.5, on Completion such Seller Nominee shall also be

deemed to give the Fundamental Share Warranties with reference to the facts, matters and

circumstances then existing (and as if any express or implied reference in a Fundamental

Share Warranty to the date of this Agreement was replaced by a reference to the date of Completion),

provided that the Seller shall not be released from, and shall continue to be deemed to give,

the Fundamental Share Warranties on Completion in accordance with Clause 11.3 notwithstanding

such nomination, and the Seller and the Seller Nominee shall be jointly and severally liable

in respect of the Fundamental Share Warranties so given.

11.5 The Business Warranties are only qualified

by a matter that is Disclosed.

11.6 The liability of the Seller under the Warranties

is limited in accordance with the provisions of Schedule 7 (Seller limitations ).

11.7 No fact, matter, event or circumstance which

is inconsistent with the Warranties as repeated in accordance with Clause 11.3 shall be fairly

disclosed in the Supplemental Disclosure Letter unless it occurs after the date of the Agreement.

11.8 Nothing in the Transaction Documents (including,

without limitation, the Disclosure Letter) shall qualify or limit or affect the Buyer’s

right and remedies in relation to, the Fundamental Warranties other than those provisions

of Schedule 7 (Seller limitations ) that expressly apply to a Fundamental

Claim (as defined in that schedule).

11.9

Where a Warranty refers to the knowledge, belief or awareness of the Seller (or any similar expression), the knowledge, belief or awareness (or the like) of the Seller shall be deemed to include the actual and imputed knowledge, having made reasonable enquiry of, [***] and shall not be deemed to have any constructive knowledge regarding the subject matter of any Warranty.

11.10 None of the information supplied or statements

made by a Group Company, or its officers, managing directors, employees, agents or professional

advisers to the Seller, or their representatives or advisers, in connection with the Warranties

or the contents of the Disclosure Letter or otherwise in connection with this Agreement or

in relation to the business or affairs of a Group Company, shall be deemed a representation

to the Seller as to its accuracy. The Seller waives any right or claim it may have against

any Group Company, or its officers, managing directors, employees, agents or professional

advisers in respect of any error or omission in connection with any information supplied

or statement made by them (and acknowledges and agrees that any such right or claim shall

not constitute a defence to any claim by the Buyer) (save in the event of fraud or wilful

misconduct by such officer, managing director, employee, agent or professional adviser in

which event the Seller shall be entitled to pursue a claim against such person but shall

in no event be entitled to pursue any claim against any Group Company in relation to vicarious

liability or otherwise in connection with such fraud).

11.11 The

Seller acknowledges and agrees that, in the absence of fraud by such person, the Seller has

no rights against and may not make any claim against any employee, director, agent, officer

or (except to the extent such adviser has entered into a reliance letter with the Seller)

adviser of the Buyer or any of the Buyer’s Associates on whom the Seller may have relied

before agreeing to any term of, or entering into, this Agreement or any other Transaction

Document.

12 Buyer

Warranties

12.1 The Buyer warrants to the Seller as at the

date of this Agreement and at Completion in the terms of Schedule 11 (Buyer warranties )

such warranties being qualified, other than paragraphs 1 to 3 (inclusive), 11 to 13

(inclusive) and paragraph 15 of Schedule 11 (Buyer warranties ), only

by such matters as are included in the SEC Reports (but excluding any risk factors or forward

looking statements in such SEC Reports) to the extent the foregoing statements are cautionary,

predictive, speculative or forward looking in nature, but not, for the avoidance of doubt,

any statements regarding specific historical facts or circumstances).

12.2 The Buyer acknowledges and agrees that, in

the absence of fraud by such person, the Buyer has no rights against and may not make any

claim against any employee, director, agent, officer or (except to the extent such adviser

has entered into a reliance letter with the Buyer) adviser of the Seller or any of the Seller’s

Associates on whom the Buyer may have relied before agreeing to any term of, or entering

into, this Agreement or any other Transaction Document.

13 Protection

of Goodwill

13.1 The

Seller undertakes to the Buyer that it shall not, and shall procure that none of its Associates

at Completion or from time to time shall, for a period of two years from Completion (without

the Buyer’s prior written consent) seek to entice away from the employment of a Group

Company any Key Employee of the Group.

13.2 Nothing in Clause 13.1 shall prevent the

Seller or any other member of the Seller’s Group (i) from placing a general advertisement

which is not specifically directed at a Key Employee of the Group; or (ii) from employing

or engaging a Key Employee of the Group who has received notice of termination of employment

or engagement from the relevant Group Company prior to the date of this Agreement or, where

such notice is given after the date of this Agreement, where such termination was not initiated

or procured, directly or indirectly, by the Seller or any member of the Seller’s Group.

13.3 The Seller undertakes to the Buyer that it

shall not, and shall procure that none of its Associates at Completion or from time to time

shall, for a period of 18 months from Completion (without the Buyer’s prior written

consent) directly or indirectly and whether on its own behalf or otherwise, in any jurisdiction

in which a Group Company undertakes business on the date of Completion, carry on or be engaged,

concerned or interested in Restricted Business provided always that nothing in this Clause

13.3 shall prevent the Seller or any of its Associates from:

(a) holding or acquiring (whether directly

or indirectly) shares or other securities in any company whose shares are listed or dealt

in on a recognised investment exchange or other securities market, provided that the aggregate

interest of the Seller and its Associates does not exceed five per cent. (5%) of the issued

share capital of such company;

(b) holding a passive interest as a limited

partner or non-managing investor in any fund, collective investment scheme, managed account

or similar investment vehicle managed by a third party, where neither the Seller nor any

of its Associates has the ability to control (as defined in section 1124 of the Corporation

Tax Act 2010) the investment decisions of such vehicle (including as to the acquisition or

disposal of any interest in a Restricted Business); or

any business or undertaking which is not itself a Restricted Business but which includes

activities that would constitute a Restricted Business, provided that such Restricted Business

activities account for no more than fifteen per cent. (15%) of the annual revenue of the

business or undertaking so acquired, calculated at the closing of such acquisition, and the

Seller uses reasonable endeavours to dispose of or cease such Restricted Business activities

within twelve (12) months of such acquisition.

13.4 The Seller undertakes to the Buyer that it

shall not and shall procure that none of its Associates at Completion or from time to time

at any time after Completion (without the Buyer’s prior written consent) directly or

indirectly and whether on its own behalf or otherwise:

(a) carry on a business activity under a name

which is the same as, or similar to, or otherwise use the name “Megger”; or

(b) make adverse comments in relation to the

Buyer, any business of any Group Company or any employees of any such business.

13.5 Each party undertakes to the other that it

shall not, and shall procure that none of its Associates at the date of this Agreement, at

Completion or from time to time at any time after Completion shall (without the other party’s

prior written consent), subject to Clause 13.6, disclose to another person, or itself use

for any purpose, confidential information concerning:

(a) in the case of the Seller, any business

of a Group Company, or the transactions or affairs of the clients or customers of any Group

Company; and

(b) in the case of the Buyer, any member of

the Seller’s Group and the businesses carried on by, and the affairs of, any member

of the Seller’s Group.

13.6 The provisions of Clause 13.5 shall not apply

to any information:

(a) which at the time of disclosure is in

the public domain (other than through breach by the disclosing party or any of its connected

persons of its obligations of confidentiality);

(b) which the disclosing party is compelled

to disclose by law or by the rules of any securities exchange or other market or regulatory

body to which it is subject, provided that where any such disclosure is required such disclosing

party shall (to the extent practicable and lawful to do so) notify the non-disclosing party

as soon as reasonably practicable of this fact and take into account the non-disclosing party’s

reasonable requirements as to the timing, content and manner of making such disclosure;

and to its and their directors, officers, employees, contractors, sub-contractors, agents,

insurers, auditors and / or professional advisers who reasonably need to know such confidential

information to carry out their duties, on a confidential basis;

(d) which is contemplated by the terms of,

or as required by a party to enforce its rights under, any Transaction Documents; and

(e) to the extent that such information was

already in the lawful possession of the disclosing party and was not subject to any obligation

of confidence owed to the other parties or any of their Associates.

13.7 The parties agree that each of the undertakings

contained in Clauses 13.1, 13.3, 13.4 and 13.5 are reasonable and are entered into for

the purpose of protecting the goodwill, confidential information and trade connections of

the businesses of the members of the Group and, in the case of Clause 13.5(b), the Seller’s

Group.

14 Post-Completion

Matters

14.1 The Seller confirms that, as at the date

of this Agreement, there are no Group Guarantees in existence. In the event that any Group

Guarantee is identified following Completion, the party identifying such Group Guarantee

shall promptly notify the other party in writing, and the Seller shall use all reasonable

endeavours (at the Seller’s cost) to procure the release and discharge of the relevant

Group Company from all liabilities and obligations in respect of such Group Guarantee as

soon as reasonably practicable following such identification. The Buyer shall, and shall

procure that the relevant Group Company shall, use reasonable endeavours to mitigate any

losses arising in connection with any such Group Guarantee. To the extent that the Seller

has failed to procure such release and discharge within a reasonable period following written

notification, the Seller shall indemnify the Buyer and the relevant Group Company on demand

against direct losses actually suffered or incurred by them solely as a result of such Group

Guarantee remaining outstanding, provided that no indemnity shall be payable in respect of

any losses that the Buyer or the relevant Group Company could reasonably have avoided or

mitigated.

14.2 The Seller confirms that, as at the date

of this Agreement, there are no Seller Group Guarantees in existence. In the event that any

Seller Group Guarantee is identified following Completion, the party identifying such Seller

Group Guarantee shall promptly notify the other party in writing, and the Buyer shall use

all reasonable endeavours (at the Buyer’s cost) to procure the release and discharge

of the Seller and each relevant member of the Seller’s Group from all liabilities and

obligations in respect of such Seller Group Guarantee as soon as reasonably practicable following

such identification. The Seller shall, and shall procure that each relevant member of the

Seller’s Group shall, use reasonable endeavours to mitigate any losses arising in connection

with any such Seller Group Guarantee. To the extent that the Buyer has failed to procure

such release and discharge within a reasonable period following written notification, the

Buyer shall indemnify the Seller and each relevant member of the Seller’s Group on

demand against direct losses actually suffered or incurred by them solely as a result of

such Seller Group Guarantee remaining outstanding, provided that no indemnity shall be payable

in respect of any losses that the Seller or any relevant member of the Seller’s Group

could reasonably have avoided or mitigated.

14.3 The Seller shall procure that all communications,

notices, correspondence, information, orders or enquiries relating to any business of any

Group Company which are received by the Seller or any member of the Seller’s Group

on or after Completion shall be passed to the Buyer as soon as reasonably practicable.

14.4 If any benefit under an agreement or arrangement

relates to the business of a Group Company but is owned by the Seller or an Associate of

it, the Seller shall notify the Buyer and procure that following Completion that benefit

shall, to the extent that it relates to a Group Company, be held on trust for the relevant

Group Company and assigned to it promptly upon the Buyer’s request.

14.5 For

a period of two (2) years following Completion, the Seller shall, and shall procure

that each member of the Seller’s Group shall at the Buyer’s cost:

(a) upon reasonable request by the Buyer and

on reasonable notice (being not less than five (5) Business Days’ notice), provide

the Buyer and its agents and representatives with reasonable access to such books, records,

accounts and documents of the Seller and each member of the Seller’s Group as relate

to any Group Company or the business of any Group Company for any period prior to Completion,

and shall permit the Buyer and its agents and representatives to take copies of such books,

records, accounts and documents as the Buyer may reasonably require; and

(b) provide reasonable assistance to the Buyer

in relation to any regulatory filings, investigations or proceedings relating to any Group

Company or the business of any Group Company for any period before Completion.

14.6 After Completion, the Buyer shall, and shall

procure that each Group Company shall:

(a) upon reasonable request by the Seller

and on reasonable notice (being not less than five (5) Business Days’ notice),

provide the Seller and its agents and representatives with reasonable access to such books,

records, accounts and documents of the Group as relate to any Group Company or the business

of any Group Company for any period prior to Completion, and shall permit the Seller and

its agents and representatives to take copies of such books, records, accounts and documents

as the Seller may reasonably require (at the Seller’s cost);

(b) provide reasonable assistance to the Seller

in relation to any regulatory filings, investigations or proceedings relating to any Group

Company or the business of any Group Company for any period before Completion to which the

Seller or any member of the Seller’s Group is subject and any tax returns, filings,

enquiries or investigations by a Tax Authority regarding a Seller or a member of the Seller’s

Group which relates to any period before Completion; and

properly retain and maintain all relevant records until the earlier of seven years after

Completion and such time as the parties agree in writing that such retention and maintenance

is no longer reasonably necessary, provided that the Buyer shall not unreasonably withhold

or delay such agreement.

15 Announcements

and Confidentiality

15.1 Subject to the following provisions of this

Clause 15 (Announcements and Confidentiality), no announcement shall be

made in relation to this Agreement unless:

(a) it is in the agreed form; or

(b) it is required to be made by law or by

any securities exchange or regulatory or governmental body to which a party or its associates

is subject, in which case that party shall to the extent reasonably practicable consult with

the other party as to the form, content and timing of the announcement.

15.2 Nothing in this Agreement shall restrict

the Buyer after Completion from communicating with the employees of any Group Company, any

parties to any contract made with any Group Company and with any current or prospective customer

of or supplier to any Group Company in relation to the fact of the acquisition of any Group

Company or matters incidental to the future operations of any business of any Group Company.

15.3 The parties shall not, and shall procure

that none of their respective Associates shall, disclose or otherwise make use of (and shall

use all reasonable endeavours to prevent the publication or disclosure of) the contents or

terms of any of the Transaction Documents, unless and then only to the extent that disclosure

is:

(a) made by a party on a confidential basis

to its professional advisers in connection with their provision of professional services;

(b) made by a party on a confidential basis

to its actual or prospective financiers and/or rating agencies, affiliates thereof, and their

respective finance providers, advisers, employees, officers and agents in connection with

its financing or refinancing arrangements; or

an application for a tax clearance, grant or other concession; or

(d) required by a party in order to enforce

its rights under, or otherwise afford it the full benefit of, any of the Transaction Documents;

(e) made under the terms of an announcement

permitted by this Agreement; or

(f) required to be made by law or by any securities

exchange or regulatory or governmental body to which the disclosing party is subject;

(g) required to be made to a Tax Authority

in connection with its Tax affairs; or

(h) restricted to information which at the

time of disclosure is in the public domain (other than as a result of a breach by the disclosing

party or any of its Associates of any of the Transaction Documents).

16 Assignment

16.1 This Agreement shall be binding on and inure

for the benefit of the successors and permitted assigns of the parties.

16.2 Subject to Clauses 16.3 and 16.5, neither

the Seller nor the Buyer may without the written consent of the other assign, transfer, grant

any security interest over or hold on trust any of its rights or obligations under this Agreement

or any interest in them.

16.3 Subject to Clause 16.6, the Buyer may, without

the consent of the Seller:

(a) assign all or any of its rights under

this Agreement to any Associate. Before ceasing to be an Associate of the Buyer, any assignee

shall assign all assigned rights back to the Buyer or another of its Associates;

(b) charge and/or assign all or any of its

rights under this Agreement to any person by way of security for borrowings. Any chargee

or assignee, and any person appointed to enforce the security, may in turn assign those rights

in connection with the enforcement of the security.

16.4 Subject to Clause 16.6, the Buyer may, by

notice to the Seller, nominate any Associate to purchase the Shares on Completion (the “Alternative

Buyer”) and following such nomination any reference in this Agreement to the Buyer

shall be deemed to be (and to have always been) a reference to the Buyer and the Alternative

Buyer and:

(a) the Alternative Buyer shall have the ability

to enforce any rights under this Agreement instead of or in addition to the Buyer as if it

were a party to this Agreement; and

(b) the Buyer and the Alternative Buyer shall

be jointly liable for any breach of this Agreement by the Alternative Buyer (provided that

the Buyer and the Alternative Buyer shall not, in aggregate, be under any greater obligation

or liability thereby than if such nomination had never occurred).

16.5 Subject to Clause 16.6, the Seller may, by

notice to the Buyer, nominate any Associate to subscribe for the Consideration Shares on

Completion (the “Seller Nominee”) and following such nomination:

(a) the Seller Nominee shall have the ability

to enforce its rights to subscribe for the Consideration Shares under this Agreement instead

of or in addition to the Seller as if it were a party to this Agreement; and

(b) the Seller and the Seller Nominee shall

be jointly and severally liable for any breach of the Fundamental Share Warranties (whether

given by the Seller, the Seller Nominee or both) and for the performance of all obligations

of the Seller Nominee arising under or in connection with this Agreement (provided that the

Seller and the Seller Nominee shall not, in aggregate, be under any greater obligation or

liability thereby than if such nomination had never occurred).

16.6 Each party shall only be entitled to assign

its rights under this Agreement pursuant to this Clause 16 provided that:

(a) the liability of the non-assigning party

(or any other party) to any such assignee shall not be greater than it would have been had

such assignment not taken place, and all the rights, benefits and protections afforded to

the non-assigning party (or any other party) shall continue to apply to the benefit of the

non-assigning party (or such other party) as against the assignee as they would have applied

as against the assigning party;

(b) such assignment shall not result in any

increased liability, obligation or cost for the non-assigning party or any of its Associated

Persons;

delay or otherwise adversely affect the status or progress of any regulatory filings, notifications

or approvals required in connection with the Transaction (including any Condition), and the

assigning party shall procure that any such assignee provides all information and assistance

which would have been reasonably required from the assigning party in connection with such

filings, notifications or approvals in accordance with Clause 6 and if such assignment is

reasonably likely (at any time) to materially prejudice, delay or otherwise adversely affect

the status or progress of any regulatory filings, notifications or approvals required in

connection with the Transaction (including any Condition), this Agreement and the benefits

arising under it shall be deemed automatically by that fact to have been immediately retransferred

to the assigning party; and

(d) the assigning party shall notify the non-assigning

party in writing of any such assignment promptly and in any event: (i) prior to Completion,

providing reasonable details of the assignee; or (ii) in the case of any assignment

by any Debt Financing Source or any of their respective successors, transferees or assigns

in connection with any debt financing or refinancing arrangements (whether occurring before

or after Completion), within five (5) Business Days of such assignment, providing reasonable

details of the assignee.

16.7 This Agreement is a contract which is entered

into for the purposes of, or in connection with, the acquisition, disposal or transfer of

an ownership interest in a firm, wherever it is incorporated or established, or of a business

or undertaking or part of a business or undertaking (as those terms are defined pursuant

to the Business Contract Terms (Assignment of Receivables) Regulations 2018 and this is the

statement referred to in regulation 4(i)).

17 Entire

Agreement

17.1 The Transaction Documents contain the entire

agreement between the parties, and replace all previous agreements and understandings between

them, relating to their subject matter.

17.2 Each party agrees and acknowledges that it

is not relying on any representations, warranties, undertakings or promises that have been

expressly or impliedly given in respect of the subject matter of the Transaction Documents

other than those which are expressly stated in the Transaction Documents (“Pre-Contractual

Statements”).

17.3 Neither party shall have any remedy in respect

of any Pre-Contractual Statement not set out in the Transaction Documents upon which it relied

in entering into the Transaction Documents, unless the statement was made fraudulently.

17.4 Neither party shall be entitled to rescind

or terminate this Agreement except as otherwise expressly provided in this Agreement.

17.5 No party shall have any liability whatsoever

for any Pre-Contractual Statement, whether in contract, in tort or under the Misrepresentation

Act 1967.

18 Further

Assurance

Each party shall:

(a) execute any document and do anything else

the other party reasonably requires to give effect to this Agreement and the Transaction;

and

(b) use all reasonable endeavours to procure

that any relevant third party does the same.

19 Costs

19.1 Except as provided otherwise in any Transaction

Document, each party shall pay the costs and expenses incurred by it in connection with each

Transaction Document.

19.2 The Buyer shall be liable for and pay all

stamp duty, notarial and other fees and all registration and transfer taxes (if any), together

with any related fees, penalties, fines, interest or statutory charges, arising as a result

or in consequence of this Agreement or the implementation of the Transaction.

20 Effect

of Termination

20.1 If this Agreement is terminated in accordance

with its terms:

(a) each

party shall return to the other party all documents in tangible form (or, at the sole discretion

of the returning party, in lieu of such return, destroy all such documents and certify in

writing to the other party that such documents have been destroyed) and destroy (to the extent

practicable) all information held electronically concerning such other party or its Associates

which have been provided to it in connection with this Agreement and will not use or make

available to another person information which it or its advisers have been given in respect

of the other party and its Associates and which is not in the public domain; and

(b) the Surviving Provisions and any other

provisions which expressly or by implication are necessary for the enforcement or interpretation

of this Agreement shall survive termination.

20.2 If Completion

does not take place then any provision of this Agreement limiting the liability of the Seller

to an amount of Consideration received shall be deemed to be a reference to such amount as

would have been received had Completion taken place.

21 Payments

21.1 All sums payable under or pursuant to this

Agreement shall be paid free of:

(a) any counterclaim or set-off of any kind;

(b) any other deduction or withholding, except

those required by law.

21.2 If any deduction or withholding is required

by law for any payment by either party under this Agreement, or any amount paid by a party

to the other party under this Agreement is subject to Tax (ignoring for this purpose the

extent to which any such Tax may be reduced or offset by any Relief available to the payee),

the paying party shall also pay to the receiving party such amount as will ensure that the

net receipt, after Tax, is the same as it would have been had there been no Tax, deduction

or withholding.

21.3 Clause

‎21.2 shall not apply with respect to any payment:

(a) of the Consideration (or any part thereof)

or of interest; and/or

(b) to the extent that the deduction, withholding

or Tax (as applicable) would not have arisen but for the recipient changing its jurisdiction

of Tax residence after the date of this Agreement or having a connection with a jurisdiction

other than that of its Tax residence as at the date of this Agreement; and/or

or Tax (as applicable) has arisen or is increased as a result of the recipient being an assignee

of any rights or entitlements under this Agreement.

21.4 To

the extent that a party has paid an additional amount under Clause ‎‎21.2,

and the recipient obtains and utilises a Relief attributable or referable to the relevant

deduction, withholding or Tax giving rise to the additional payment or to the additional

payment (reasonable endeavours having been used to obtain the benefit of such Relief), the

recipient shall pay to the payer(s), within ten Business Days of obtaining an actual saving

or refund of Tax by virtue of such Relief, an amount equal to the lesser of the Tax so saved

or refunded and the additional sum paid under Clause ‎‎21.2.

21.5 Any payment between the parties under this

Agreement shall, to the extent possible, be treated as an adjustment to the consideration

for the Shares.

22 Effect

of Completion

Obligations under this Agreement which

have not been fully performed by or on Completion and the rights and remedies available under it shall remain in full force and effect

despite Completion.

23 Cumulative

Rights

23.1 The rights and remedies of any party expressly

conferred by this Agreement are cumulative and additional to any other rights or remedies

it may have.

23.2 A party’s exercise of any right or

discretion conferred on it under or in connection with this Agreement shall be a matter of

its absolute discretion (without regard to the interests of any other person), including:

(a) if a right is granted, whether or not

to exercise that right;

(b) if an election is to be made by it, the

election made; and

or approval, whether or not it consents or approves and, if it does, the terms upon which

it does so.

24 Third

Party Rights

24.1 The parties do not intend any third party

to have the right to enforce any provision of this Agreement under the Contracts (Rights

of Third Parties) Act 1999 except that:

(a) each of any Group Company, its officers,

managing directors, employees, agents or its professional advisers may with the consent of

the Buyer enforce and rely on Clause 11.10;

(b) an employee, director, agent, officer

or adviser of the Seller or any of its Associates may enforce and rely on Clause 12.2;

or adviser of the Buyer or any of its Associates may enforce and rely on Clause 11.11;

(d) a Seller Nominee may enforce Clause 16.5(a);

(e) an Alternative Buyer may enforce and rely

on the rights conferred on it pursuant to Clause 16.4; and

(f) each Debt Financing Source may enforce

and rely on the rights conferred on it pursuant to Clauses 7.14 and 26.

24.2 Subject to Clauses 7.14(d) and 24.1,

the parties may terminate or vary or waive any right or obligation under this Agreement without

the consent of any third party.

25 Waiver

A failure or delay in exercising any

right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A single or partial exercise of any right

or remedy shall not prevent the further exercise of that right or remedy. A waiver of a breach of this Agreement shall not constitute

a waiver of any other breach.

26 Variations

No variation of any Transaction Document

shall be effective unless it is in writing and signed by or on behalf of each party, provided that no amendment, modification or waiver

of any provision contemplated by Clauses 7.14(d) and 24.1(f) shall be effective unless it is in writing and signed by or on

behalf of each Debt Financing Source (in addition to the parties).

27 Conflicts

27.1 If there is any conflict or inconsistency

between this Agreement (excluding any Schedules, Appendices and Attachments) and any of its

Schedules, Appendices or Attachments, the provisions of this Agreement (excluding the Schedules,

Appendices and Attachments) shall prevail.

27.2 If there is any conflict or inconsistency

between any Schedule and any Appendix or Attachment, the provisions of the Schedule shall

prevail.

28 Invalidity

28.1 The illegality, invalidity or unenforceability

of any provision of this Agreement under any law of any jurisdiction shall not affect or

impair the legality, validity or enforceability of the rest of this Agreement, nor the legality,

validity or enforceability of that provision under the law of any other jurisdiction.

28.2 If any provision of this Agreement is held

to be illegal, invalid or unenforceable under any law of any jurisdiction:

(a) that provision shall if possible apply

in that jurisdiction with whatever modification or deletion is necessary so as best to give

effect to the intention of the parties as recorded in this Agreement; or

(b) the parties shall negotiate in good faith

to amend the original provision in order to make it legal, valid and enforceable and, to

the greatest extent possible, achieves the parties’ original commercial intention.

29 Communications

29.1 Any communication under or in connection

with this Agreement must be in English, in writing, signed by or on behalf of the person

making it and delivered by hand or sent by internationally recognised courier service or

email to the relevant party at its address and for the attention of the individual set out

below (or as notified in accordance with Clause 29 (Communications)).

(a) The Buyer

Address: 645 Maryville Centre Dr., Suite 300,

St Louis, MO 63141, USA

Email address: legalnotices@escotechnologies.com

Attention: General

Counsel

With a copy to the Buyer’s Solicitors:

Address: Governor’s

House, 5 Laurence Pountney Hill, London, EC4R 0BR, England.

Email address: andrew.hart@bclplaw.com

and fred.bartelsmeyer@bclplaw.com

Attention: Andrew

Hart and Fred Bartelsmeyer

(b) The Seller

Address: TBG

AG, Claridenstrasse 26, 8002 Zurich, Switzerland

Email address: ben.kelly@tbgch.com

Attention: Ben

Kelly

With a copy to the Seller’s Solicitors

Address: CityPoint,

1 Ropemaker Street, London EC2Y 9AW

Email address: GGordon@willkie.com,

ATurteltaub@willkie.com

Attention: Gavin

Gordon and Adam Turteltaub

29.2 A party may notify a change to its details

specified in Clause 29.1. The new address shall take effect two Business Days after

receipt of that notice or such later date as may be specified in the notice.

29.3 Without evidence of earlier receipt, communications

complying with Clause 29.1 are deemed received:

(a) if delivered by hand, at the time of delivery;

(b) if sent by internationally recognised

courier service, the first Business Day following delivery; or

(i) the time a return receipt is generated automatically

by the recipient’s email server;

(ii) the time the recipient acknowledges receipt;

and

(iii) 24 hours after transmission, unless the

sender receives notification that the email has not been successfully delivered,

except that if deemed receipt would

occur before 9.00am on a Business Day, it shall instead be deemed to occur at 9.00am on that day and if deemed receipt would occur after

5.00pm on a Business Day, or on a day which is not a Business Day, it shall instead be deemed to occur at 9.00am on the next Business

Day. References in this Clause 29 (Communications) to a time of day are to the time of day at the location of the recipient.

29.4 In proving the giving of a communication,

it shall be sufficient to prove that delivery was made to the appropriate address, the communication

was properly addressed and written evidence of delivery has been provided by an internationally

recognised courier service, the email was sent to the appropriate email address and dispatch

of transmission from the sender’s external gateway was confirmed as specified pursuant

to Clause 29.1.

29.5 If a person for whose attention communications

must be marked has been specified pursuant to Clause 29.1, a communication will be effective

only if it is marked for that person’s attention. Where a copy is to be provided pursuant

to Clause 29.1, that copy is for information purposes only and shall not affect or constitute

service.

29.6 This Clause 29 (Communications)

does not apply to the service of any document required to be served in relation to legal

proceedings.

30 Service

of Process

30.1 The

Seller irrevocably appoints Vistra (UK) Limited of 7th Floor, 50 Broadway, London

SW1H 0DB as its agent for service of process in relation to any English court proceedings

in connection with any Transaction Document.

30.2 The

Buyer irrevocably appoints ESCO UK Global Holdings Ltd of Third Floor One London Square,

Cross Lanes, Guildford, Surrey, United Kingdom, GU1 1UN as its agent for service of process

in relation to any English court proceedings in connection with any Transaction Document.

30.3 Service on an agent (as named above or notified

in accordance with this Clause 30 (Service of Process)) shall be deemed

to be valid service whether or not the process is received by the Seller or Buyer as the

case may be.

30.4 If an agent changes its address to another

address in England, the Seller or Buyer (as the case may be) shall within five Business Days

notify the other parties of the new address.

30.5 If an agent ceases to be able to act as agent

or to have an address in England, the Seller or Buyer (as the case may be) shall within five

Business Days notify the other party of the appointment of a new agent acceptable to the

other party (acting reasonably).

30.6 Nothing in any Transaction Document shall

affect a party’s right to serve process in any other manner permitted by law.

31 Counterparts

This Agreement may be executed in any

number of counterparts, which shall each constitute an original and together constitute one agreement. If this Agreement is executed

in counterpart, it shall not be effective unless each party has executed at least one counterpart.

32 Governing

Law and Jurisdiction

32.1 This Agreement and any non-contractual obligations

arising in connection with it (and, unless provided otherwise, any document entered into

in connection with it) shall be governed by and construed in accordance with English law.

32.2 The English courts have exclusive jurisdiction

to determine any dispute arising in connection with this Agreement (and, unless provided

otherwise, any document entered into in connection with it), including disputes relating

to any non-contractual obligations.

32.3 Each party irrevocably waives any objection

which it may now or later have to proceedings being brought in the English courts (on the

grounds that the English courts are not a convenient forum or otherwise).

32.4 Nothing in this Agreement (or, unless provided

otherwise, any document entered into in connection with it) shall prevent a party from applying

to the courts of any other country for injunctive or other interim relief.

This Agreement is signed by the parties or

their duly authorised representatives and takes effect on the date stated above.

Schedule 2: Reserved Matters

Schedule 2

Reserved Matters

1 Share and Loan capital, distributions

(a) Vary

its share capital or the rights attaching to it in any way.

(b) Issue

or grant any option in respect of any share or loan capital.

make or pay any dividend or make any other distribution of its assets or profits to any shareholder

or other person or repay loans to it made by any shareholder or any other person or capitalise

or repay an amount standing to the credit of any reserve.

2 Constitutional matters

Amend any constitutional documents

or comparable governing documents or adopt any resolutions inconsistent with them.

3 Borrowings, Encumbrances and Loans

(a) Incur

any borrowings (except under its existing banking facilities at the date of this Agreement,

in accordance with its normal practice) or other financial indebtedness in the nature of

borrowings in excess of $3,000,000.

(b) Amend

to the material detriment of any Group Company the terms of, or allow any event of default

to occur in respect of, its banking facilities or other arrangements for financial indebtedness

in the nature of borrowings.

extend, issue or suffer to subsist any Encumbrance over the whole or any part of its assets,

or redeem or agree to redeem any such Encumbrance, or give or agree to give any guarantee

or indemnity, in each case, other than in the ordinary course of trade.

(d) Make

any loan (other than to a wholly-owned Group Company) or give any credit (other than trade

credit in accordance with its normal practice) or acquire any loan capital of any corporate

body.

4 Acquisitions and disposals

(a) Acquire

any asset (except in the normal course of trading) or incur any capital expenditure exceeding

$1,000,000 individually or in aggregate $2,000,000, other than the capitalisation of intangible

assets used in research and development in accordance with the Relevant Accounting Standards

and in the ordinary course of business.

(b) Subscribe

or otherwise acquire any shares in the capital of any company, or acquire the whole or part

of the undertaking or liabilities of any other person, firm or company, other than on an

intra-Group basis, provided that (i) no Group Company shall, in respect of any intra-Group

transaction, acquire or agree to acquire any asset with a value, or assume or incur or agree

to assume or incur any liability, obligation or expense (actual or contingent) in an amount,

in excess of $1,000,000 and (ii) no such intra-Group transaction shall have any adverse

impact on the Tax position of the Buyer or any Group Company in relation to the Transaction.

Schedule 2: Reserved Matters

of or grant any option in respect of its business or any part of its business or dispose

of any shares or other interest in the capital of any company or dispose of the whole or

part of its business.

(d) Other

than in the ordinary course, dispose of or grant any option in respect of its fixed assets

exceeding $250,000 individually or in aggregate $1,000,000.

(e) Assign

or otherwise dispose of any of its book debts, or dispose of, agree to dispose of, or grant

any option in respect of, any other asset, in each case other than in the ordinary course

of trade.

(f) Dispose

of any interest or grant any right in respect of any of the Properties that are material

to the business or operations of any Group Company, or terminate or vary any arrangement

relating to the holding of its interest in any such Property, or acquire any interest in

real estate in an amount in excess of $1,000,000.

5 Contracts and trading

(a) Modify

or terminate any Material Contract.

(b) Enter

into, modify or terminate any partnership, joint venture or other arrangement for sharing

the profits or income of any Group Company.

into any unusual or abnormal contract or commitment.

(d) Cease

or propose to cease to carry on business or give notice of, or propose any resolution, for

voluntary winding up or the voluntary appointment of an administrator or liquidator in relation

to any Group Company other than steps taken towards the winding down of the Group’s

activities in Israel.

(e) Institute,

compromise, settle, materially negotiate or abandon any legal or arbitration proceedings,

claim or dispute in relation to any claim (together with all other claims or potential claims

related to the same or similar facts, matters or circumstances) in excess of $1,000,000 individually

or in the aggregate.

(f) Change

the material terms of trade with any material customer or material supplier or offer or revise

any material discounts or other material promotions to any material customer or prospective

material customer.

6 Related party transactions

Enter into or vary any transaction

or arrangement with, or for the benefit of, any of its directors or the Seller, any Associate or connected person of the Seller, or make

any payment to or incur any liability to, or discharge any liability for the benefit of, any such person.

7 Employment and Pensions

(a) Except

as required by law or in the usual course of business, make any change in the terms and conditions

of employment (including in relation to salaries, bonus, fees or benefits) or pension, health

and welfare, severance benefits or other retirement benefits of any Key Employee.

(b) Employ

or appoint any new employee or consultant with individual annual basic remuneration of $200,000

or (with any other new employees and consultants) having aggregate annual basic remuneration

together with such persons of $1,000,000 or more, or pay any sign-on, joining or similar

bonus or fee in excess of $50,000.

Schedule 2: Reserved Matters

the employment or consultancy arrangement of any Key Employee other than ‘for cause’

on grounds that justify summary termination.

(d) Except

as required by law, enter into any (or amend any existing) agreement with any Union or other

similar body which is applicable to employees of any Group Company.

(e) Pay any

benefits under the Group’s pension schemes, except in the ordinary course and where

such payment is made in accordance with the terms of the documents governing such pension

scheme.

(f) Other

than in the ordinary course, amend or discontinue (wholly or partly) any of the Group’s

pension schemes, health and welfare plans, severance benefits or retirement plans, change

the level of benefits under, or communicate to any member or former member, officer or employee

of any such schemes or plans, proposal or an intention to amend or discontinue the scheme

(wholly or partly), or exercise a discretion, in relation to any such scheme.

8 Accounting and Tax

(a) Change

its accounting reference date other than ongoing changes to the accounting reference dates

of certain Subsidiaries to align with the overall Group’s accounting schedule.

(b) Make

any material change to the method of accounting or accounting practices by reference to which

its accounts are drawn up save as to comply with applicable law or applicable UK-adopted

international accounting standards.

its residence for Tax purposes.

(d) Make,

change or revoke any Tax election, settle or compromise any claim, audit or dispute with

respect to any material Tax, file any amended return with any Tax Authority or file a Tax

Return that is not prepared in accordance with past practice in all material respects, make

any voluntary Tax disclosure or consent to any extension or waiver of the statute of limitations

applicable to any Tax claim or assessment.

9 General

Agree to do any of the above.

Schedule 3 : Signing formalities

Schedule 3

Signing formalities

Part 1

Seller’s obligations

10 The Seller shall deliver to the Buyer:

(a) this

Agreement executed by the Seller;

(b) the Disclosure

Letter executed by the Seller, together with a secure file transfer link containing the contents

of the Data Room;

completed and duly executed IRS Form W-8BEN-E with respect to the Seller; and

(d) a copy

of the resolutions of the Seller approving the entry by the Seller into this Agreement and

any other Transaction Documents to be signed by it.

Part 2

Buyer’s obligations

11 The Buyer shall deliver to the Seller:

(a) this

Agreement executed by the Buyer;

(b) a copy

of the Disclosure Letter acknowledged as received by the Buyer; and

of the resolutions of the Buyer approving the entry by the Buyer into this Agreement and

any other Transaction Documents to be signed by it.

Schedule 4 : Completion formalities

Schedule 4

Completion formalities

Part 1

Seller’s obligations

12 The Seller shall deliver, or procure the delivery

of, to the Buyer:

(a) a completed

and signed transfer of the Shares, in favour of the Buyer, together with the relative share

certificate or an indemnity in respect thereof in the agreed form and any power of attorney

under which a transfer is executed;

(b) the Shareholder

Agreement executed by the Seller;

Disclosure Letter executed by the Seller, together with a secure file transfer link containing

any documents referred to in it;

(d) resignations

of the directors and secretary of each Group Company, executed as a deed in the agreed form;

(e) if requested

by the Buyer, the resignation of the auditors of each Group Company in the agreed form, confirming

that they have no outstanding claims and containing a statement under section 519(1) Companies

Act 2006 or local law equivalent, that there are no such circumstances as are mentioned in

that section;

(f) a confirmation

in the agreed form by the Seller that:

(i) there are no subsisting guarantees, indemnities

or similar arrangements given by a Group Company in favour of the Seller or its Associates;

(ii) neither the Seller nor its Associates

is indebted to a Group Company; and

(iii) there are no amounts owing to the Seller

or its Associates by a Group Company;

(g) a copy

of any power of attorney under which this Agreement or any of the transfers or other documents

referred to in this Schedule 4 (Completion formalities ) has been executed

on behalf of the Seller;

(h) if requested

by the Buyer by not less than ten (10) Business Days’ prior written notice before

Completion, evidence reasonably satisfactory to the Buyer that each Group Company 401(k) retirement

plan has been terminated at least one day prior to Completion;

(i) a power

of attorney and appointment of proxy in the agreed form, executed by the Seller, empowering

the Buyer to exercise the Seller’s rights as shareholders of the Company pending the

stamping and registration of the transfers referred to in paragraph 1(a) above;

(j) no less

than two Business Days prior to Completion, take all steps reasonably necessary to establish,

or procure the establishment of, segregated accounts with the Buyer’s transfer agent

for the benefit of, and registered in the name of, the Seller or the Seller Nominee (as appropriate),

into which the Consideration Shares shall be delivered by restricted book entry at Completion

in accordance with paragraph 1(c) of Schedule 4, Part 2 (Buyer’s

obligations ), and shall promptly provide the Buyer with all information and documentation

reasonably required by the Buyer’s transfer agent for the purposes of establishing

such accounts.

Schedule 4 : Completion formalities

13 The Seller shall deliver or make available

to the Buyer or its representatives (as applicable):

(a) To the

extent in the Seller’s possession and not already provided in the Data Room, copies

of all statutory shareholder registers and material books (each as set out in a list in the

agreed form) and Companies House authentication codes (or equivalent);

(b) the Companies

House authentication code for the Company; and

executed Bank Pay Off Letters, if the Buyer has made an election under Clause 7.7.

14 The

Seller shall procure that a board meeting or if applicable a shareholder’s meeting

of each Group Company is held at which:

(a) such

persons as the Buyer nominates are appointed as additional directors/managing directors;

(b) as appropriate

in the case of each Group Company, the resignations referred to at paragraph 1(d) to

1(e) above be submitted and accepted;

case of the Company only, the share transfers referred to at paragraph 1(a) above be

approved and registered (subject to stamping);

(d) following

registration of the transfer, new share certificates be issued to the Buyer in respect of

the Shares; and

(e) the registered

office and registered email address are changed as notified by the Buyer.

Schedule 4 : Completion formalities

Part 2

Buyer’s obligations

15 Upon completion of the matters referred to

in Schedule 4, Part 1 (Seller’s obligations ), the Buyer

shall:

(a) deliver

to the Seller:

(i) the Shareholder Agreement executed by

the Buyer; and

(ii) the Supplemental Disclosure Letter acknowledged

as received by the Buyer;

(b) pay the

Provisional Payment by means of electronic funds transfer to the Seller’s Account;

and

the Consideration Shares credited as fully paid up and instruct its registrars to deliver

by restricted book entry at its transfer agent into segregated accounts established by such

transfer agent for the benefit of, and registered in the name of, Seller (such establishment

to occur no less than two Business Days prior to Completion).

16 Immediately following Completion, the Buyer

shall procure that the Company pays to the Bank, the Bank Pay Off Amount (if an election

has been made pursuant to Clause 7.7).

Schedule 5 : Fundamental Warranties

Schedule 5

Fundamental Warranties

17 The Seller is the sole legal and beneficial

owner of the Shares and has the right to transfer the full legal and beneficial interest

in the Shares to the Buyer without the consent of another person (save as expressly set out

in Clause 6) and the Shares and are not affected by any Encumbrance (including, without limitation,

a restrictions notice (having the meaning given to it in Schedule 1B of the Companies Act

2006)) and there are no arrangements or obligations that could result in the creation of

an Encumbrance over them.

18 The Seller is a company duly incorporated and

organised and validly existing under the laws of its jurisdiction of incorporation.

19 The Seller has the power and authority to enter

into the Transaction Documents and to fully perform its obligations under them in accordance

with their terms.

20 Save as expressly set out in Clause 6, the

Seller does not require the consent, approval or authority of any other person to enter into

or exercise its rights or perform its obligations under the Transaction Documents.

21 Save as set out in this Agreement, the Seller

does not require any material consent or approval of any governmental, regulatory or other

authority that has not been unconditionally and irrevocably obtained or made at the date

of this Agreement.

22 The entry into and the exercise by the Seller

of its rights and performance of its obligations under the Transaction Documents will not

constitute a breach or give rise to a default under any applicable laws or regulations (including

any sanctions) or any order, decree, judgement, contract or other obligation binding on it

(including any provision of its constitutional documents) which has or could have an adverse

effect on its ability to execute or perform its obligations under the Transaction Documents.

23 The Seller is not a party to any litigation,

arbitration or administrative proceedings, nor is it the subject of any governmental, regulatory

or official investigation or enquiry which in each case is in progress or threatened or pending

and which has or could have an adverse effect on its ability to execute or perform its obligations

under the Transaction Documents.

24 Neither the Seller, the Company, any Material

Subsidiary, nor any other Group Company (to the extent such Group Company is not a Material

Subsidiary, and so far as the Seller is aware) is insolvent or bankrupt under the laws of

its residence, jurisdiction of incorporation or within the meaning of any applicable legislation

and regulation relating to insolvency applicable to it, has been served with a statutory

demand, or is unable to pay its debts as they fall due or has proposed or is liable to any

arrangement (whether by court process or otherwise) under which its creditors (or any group

of them) would receive less than the amounts due to them. No action or steps have been taken

by, or legal proceedings started against, the Seller for its winding up or dissolution; or

for it to enter into any arrangement or composition for the benefit of creditors; or for

the appointment of a receiver, administrator, administrative receiver, liquidator, supervisor,

compulsory manager, trustee or similar person of any of its revenues or assets, and no events

have occurred which would justify such proceedings. No steps have been taken to enforce any

security over any assets of the Seller, the Company, any Material Subsidiary, or any Group

Company (to the extent such Group Company is not a Material Subsidiary and so far as the

Seller is aware) and no event has occurred to give the right to enforce such security.

Schedule 5 : Fundamental Warranties

25 Seller is aware that the ESCO Stock issued

as Consideration Shares has not been registered under the Securities Act, and that the Consideration

Shares are deemed to constitute “restricted securities” under Rule 144 (“Rule 144”)

promulgated under the Securities Act. Seller also understands that the Consideration Shares

are being offered and sold pursuant to an exemption from registration contained in the Securities

Act based in part upon Seller’s warranties contained in this Schedule 5.

26 Seller is obtaining the ESCO Stock issued as

Consideration Shares for its own account and has no present intention of distributing or

selling Consideration Shares except as permitted under the Securities Act, applicable state

securities laws and the Shareholder Agreement.

27 Seller has sufficient knowledge and experience

in business and financial matters to evaluate Buyer and understand the risks and merits of

an investment in ESCO Stock and to bear the risks of such an investment.

28 Seller has had an opportunity to discuss Buyer’s

business, management and financial affairs with directors, officers and management of Buyer.

Seller has also had the opportunity to ask questions of and receive answers from Buyer and

its management regarding the terms and conditions of an investment in ESCO Stock.

29 Seller has the capacity to protect its own

interests in connection with the issuance of the Consideration Shares by virtue of its business

or financial expertise.

30 Seller understands that the ESCO Stock issued

as Consideration Shares may not be sold, transferred or otherwise disposed of unless such

ESCO Stock is subsequently registered under the Securities Act or an exemption from such

registration is available. Seller has been advised or is aware of the provisions of Rule 144,

as in effect from time to time. Seller further understands and agrees that an appropriate

restrictive legend notation will be made in the book-entry account(s) in respect of

the Consideration Shares and appropriate stop transfer instructions will be placed with Buyer’s

transfer agent with respect to the Consideration Shares, which stop transfer instructions

will be removed upon expiration of the Restricted Period in accordance with the relevant

provisions in the Shareholder Agreement.

31 Seller has satisfied itself as to the full

observance of the laws of its jurisdiction of residence in connection with the receipt of

Consideration Shares including (i) the legal requirements within its jurisdiction for

the receipt of Consideration Shares, (ii) any foreign exchange restrictions applicable

to such receipt, (iii) any government or other consents that may need to be obtained

in connection with such receipt, and (iv) the Tax (including income Tax) consequences,

if any, that may be relevant to the purchase, holding, redemption, sale or Transfer of the

Consideration Shares.

32 Seller is an “accredited investor”

as defined in Regulation D promulgated under the Securities Act.

33 Seller’s registered address is set forth

next to Seller’s name in Clause 29.1(b) hereof.

Schedule 6: Business Warranties

Schedule 6

Business Warranties

Part 1 Corporate

Part 2 Accounts

Part 3 Assets

Part 4 Trading

Part 5 Finance

Part 6 Employment

Part 7 Pensions

Part 8 Properties

Part 9 Tax

Part 1

Corporate

1 Share capital of the Company and the Material

Subsidiaries

(a) The Shares:

(i) comprise the whole of the allotted and

issued share capital of the Company;

(ii) have been properly allotted and issued;

and

(iii) are fully paid and there is no obligation

to pay up any sum on them.

(b) No person,

other than the Seller or a Group Company, has (and neither the Company nor any Material Subsidiary

is party to any arrangement, or under any obligation, to create):

(i) the right (actual or contingent) to require

the allotment, issue, transfer, conversion or redemption of any share or loan capital of

the Company or any Material Subsidiary or of any other securities giving rise to a right

over the share capital of the Company or any Material Subsidiary; or

(ii) any other right relating to any of the

shares in the capital of the Company or a Material Subsidiary, or relating to any of the

rights attaching to those shares.

of the allotted and issued shares or other equity or share capital (as applicable) of the

Material Subsidiaries:

(i) is solely legally and beneficially owned

and held either by the Company or by a Subsidiary; and

(ii) has been properly allotted and issued

and duly authorised and validly issued fully paid up in accordance with applicable laws and

the constitutional documents of each Material Subsidiary.

(d) None

of the allotted and issued shares in the capital of a Material Subsidiary is affected by

an Encumbrance and there is no arrangement or obligation, including stockholder agreements,

buy-sell agreements, voting trust, or other agreements or understandings to which any Group

Company is a party, that could result in the creation of an Encumbrance affecting any of

the allotted and issued shares in the capital of a Material Subsidiary or any future shares

in the capital of a Material Subsidiary.

(e) The information

in Schedule 1 (Details of the Group) in respect of the Company and each Material

Subsidiary is accurate and complete.

2 Share capital of the Subsidiaries

(a) Schedule

1 (Details of the Group) accurately and completely sets forth the capitalisation

of each Subsidiary. Each of the allotted and issued shares or other equity or share capital

(as applicable) of the Subsidiaries:

(i) other than in respect of the Non-Wholly

Owned Subsidiaries, are solely legally and beneficially owned and held either by one or more

other Group Companies;

(ii) have been properly allotted and issued

and duly authorised and validly issued or constituted in accordance with applicable laws

and the constitutional documents of the respective Subsidiary; and

(iii) are fully paid and, other than in respect

of the Non-Wholly Owned Subsidiaries, non-assessable without restriction on the right of

transfer thereof.

(b) Except

for Buyer’s rights pursuant to this Agreement, no person has or claims to have (and

there is no arrangement, or any obligation, to create):

(i) the right or option (actual or contingent)

to require the allotment, issue, transfer, conversion or redemption of any share or loan

capital of a Subsidiary or of any other securities giving rise to a right over the share

capital of a Subsidiary; or

(ii) any other right relating to any of the

shares in the capital of a Subsidiary, or relating to any of the rights attaching to those

shares,

other than as Disclosed with respect

to the Non-Wholly Owned Subsidiaries.

of the allotted and issued shares in the capital of a Subsidiary is affected by an Encumbrance

and there is no arrangement or obligation, including stockholder agreements, buy-sell agreements,

voting trust, or other agreements or understandings to which any Group Company is a party,

that could result in the creation of an Encumbrance affecting any of the allotted and issued

shares in the capital of a Subsidiary or any future shares in the capital of a Subsidiary.

(d) Other

than in respect of the Non-Wholly Owned Subsidiaries, none of the allotted and issued shares

in the capital of a Subsidiary is subject to any agreement or arrangement which could hinder

or influence the exercise of any of the rights associated with such shares.

(e) None

of the allotted and issued shares in the capital of a Subsidiary represent assets which were

the subject of a transfer at an undervalue (within the meaning of, in respect of each Subsidiary

incorporated in the United Kingdom, sections 238 and 339 of the Insolvency Act 1986, and

in respect of any other Subsidiaries, any equivalent legislation) within the past five years.

(f) None

of the allotted and issued shares in the capital of any Subsidiary are admitted to trading

or listed on any recognised investment exchange, stock exchange or other similar body or

market anywhere in the world, nor has any application been made or agreed to be made for

any such admission or listing.

(g) Except

for shares held in the Subsidiaries, no Group Company is the legal or beneficial owner of

any shares, securities or loan capital issued by any person and is not obliged to acquire

any shares, securities or loan capital in or of any person.

(h) The shareholders’

lists (Gesellschafterliste) in respect of each German Subsidiary are current and accurate

in all respects, and no changes in the shareholdings of any such Subsidiary are pending notarisation

or registration.

3 Dormant Subsidiaries

(a) Each

of (i) Megger New Zealand Limited (New Zealand), (ii) Megger Systems Inc. (USA)

and (iii) Megger Grid Analytics Limited (UK):

(i) is a dormant company and has never traded;

(ii) has no assets (other than those represented

by its paid up share capital) and no liabilities;

(iii) has no commitments or obligations (contractual

or otherwise); and

(iv) has never had any employees or bank accounts.

(b) Megger

Inc. (USA) is a dormant company and has not traded in the past five years.

4 Branches

No Group Company has a branch, agency

or place of business, or a permanent establishment outside of their country of incorporation other than as Disclosed.

5 Directors

The only directors and/or managing

directors (as applicable) of a Group Company are the persons specified in Schedule 1 (Details of the Group) and no person

is a shadow director of a Group Company (to the extent such term is applicable in the jurisdiction of the respective Group Company).

6 Due incorporation

(a) Each

Group Company is properly incorporated and duly organised, validly existing and in good standing

under the laws of the jurisdiction of its incorporation. No Group Company has, since the

Accounts Date, been required to be registered, licensed or qualified to do business in any

other jurisdiction in order to conduct its business.

(b) Each

Group Company has all requisite (corporate or other) power and authority to own, lease or

use their assets and properties (as applicable) and to conduct the business in which they

are engaged and hold all material authorisations, licences and permits necessary and required

therefor and all such authorisations, franchises, licences and permits are valid and subsisting.

or insolvency proceeding concerning any Group Company has been initiated, applied for, or

opened, or rejected because of a lack of assets and no circumstances exist which would require

an application for any bankruptcy or insolvency proceedings concerning any Group Company.

7 Constitutional documents

So far as the Seller is aware, any

copy of the memorandum and articles, certificate or deed of incorporation or organisation, shareholders’ list, commercial register

excerpts, share ledger, register of beneficial owners, bylaws, operating agreement, articles of association or equivalent constitutional

documents of each Group Company in section 1.2 of the Data Room is up-to-date, accurate and are the true, complete and correct copies

of such constitutional documents. No Group Company is nor has been in the last seven years in breach or violation of or default under

any provision of its constitutional documents.

8 Statutory books

(a) At Completion,

in all material respects, complete copies of the books of account, minute books, bank accounts,

and other corporate records of the Group will be in the possession or control of a Group

Company.

(b) The books

and records of each Group Company:

(i) are in the possession or control of each

respective Group Company and are not subject to any audit or inspection pursuant to any specific

order or directions issued by any governmental agency other than in the ordinary course of

business; and

(ii) have been properly kept as per applicable

laws, are up-to-date and contain an accurate and complete record of the matters they are

required by applicable law to contain.

or allegation has been received that the statutory books of a Group Company (if applicable)

are incorrect or require rectification in order to comply with applicable law, regulation

or court order.

9 Documents filed

(a) All returns,

particulars, resolutions and documents required to be filed by each Group Company pursuant

to applicable law, regulation or court order have been duly filed and were correct in all

material respects and the statutory duty and/or any other payments payable in respect thereof

has been fully paid.

(b) All charges

with respect to a Group Company have (if registerable) been registered with the relevant

authority in accordance with, in respect of each Group Company incorporated in the United

Kingdom, sections 860 and 878 Companies Act 2006, and in respect of any other Group Companies,

any equivalent legislation.

are no pending filings with the Registrar of Companies in respect of a Group Company incorporated

in the United Kingdom, or other equivalent company registries in respect of a Group Company

incorporated outside the United Kingdom and, in particular, there are no unresolved queries

or objections from such applicable authority in relation to any such filings.

10 Possession of documents

All title deeds relating to the material

assets of each Group Company, an executed copy of all material agreements to which a Group Company is a party, and all other documents

which are required by law, regulation or court order to be held by a Group Company, are in the possession or control of such Group Company.

11 Investigations

So far as the Seller is aware, no investigations

or enquiries by, or on behalf of, a governmental or other body in respect of the affairs of a Group Company are taking place or pending.

12 Commissions

No person is entitled to receive from

a Group Company a finder’s fee, management fee, brokerage or other commission in connection with the sale and purchase of the Shares

under this Agreement or arrangements leading to the sale of the Shares.

13 Non-contravention*

(a) Other

than Conditions, no Group Company is a party to, subject to or bound by any law or order

that would (i) conflict with or be breached or in violation or the obligations thereunder

accelerated, increased, extinguished or terminated (whether or not with notice or lapse of

time or both) by the execution, delivery or performance by the Company or any Subsidiary

of this Agreement or any Transaction Document, or (ii) prevent the carrying out of the

transactions contemplated hereby or thereby.

(b) Other

than the Conditions, no permit, consent, waiver, approval or authorisation of, or declaration

to or filing or registration with, any government or third party is required in connection

with the execution, delivery or performance of this Agreement or any Transaction Document

by the Company or any Subsidiary or the consummation of the transactions contemplated hereby

or thereby.

of the execution or delivery of this Agreement or the Transaction Documents by the Company

or any Subsidiary or the consummation of the transactions contemplated hereby or thereby

will (i) violate, conflict with or result in any breach of any provision of their respective

constitutional documents, (ii) result in the creation of any Encumbrance against any

Group Company or any of the properties or assets of any Group Company or (iii) result

in the creation of any Encumbrance against the allotted and issued shares of the Group Companies.

14 Information

The information in Schedule 1 (Details

of the Group) is accurate and complete.

Part 2

Accounts*

15 Accounts

(a) The Accounts

were prepared using the same accounting policies and estimation techniques used in preparing

the audited accounts of the Group for the three last preceding accounting periods.

(b) The Accounts:

(i) give a true and fair view of the assets

and liabilities and financial position of the Group at the Accounts Date and its profits

for the financial period ended on that date;

(ii) have been prepared in accordance with

the requirements of the Companies Act 2006 and other relevant statutes; and

(iii) comply with all Relevant Accounting

Standards in force at the date the Accounts were prepared and approved.

16 Accounting reference date

The accounting reference date of each

Group Company incorporated in the United Kingdom, for the purposes of section 391 Companies Act 2006, is 30 November.

17 Books and records

The accounts, books, ledgers, financial

and other records of each Group Company:

(i) are in its possession or control; and

(ii) have been properly kept and contain an

accurate and complete record of the matters with which they are required by applicable law,

regulation and accounting policy to deal.

Part 3

Assets

18 Ownership

(a) Each

of the assets included in the Accounts (other than assets disposed of in the normal course

of trading) or acquired by a Group Company since the Accounts Date or used by a Group Company

in the operation of its business is:

(i) in the possession or under the control

of a Group Company, or the relevant Group Company is validly entitled to use or utilise such

assets; and

(ii) either validly entitled to be used or

utilised by the relevant Group Company, or fully paid for and legally and beneficially owned

solely by a Group Company free from all Encumbrances and other third party rights, subject

to hire purchase, leasing and rental agreements entered into in the ordinary course of business.

(b) No Group

Company is obliged to dispose of a right or an interest in any fixed asset that is material

to such Group Company or its business.

an asset is used but not owned by a Group Company, no event or circumstance has arisen, or,

so far as the Seller is aware, is likely to arise, which would permit a third party to:

(i) terminate the agreement under which the

asset is used by a Group Company; or

(ii) take the asset away from a Group Company’s

possession or use; or

(iii) increase the payments due from a Group

Company, other than in the ordinary course of business.

19 Assets sufficient for the business*

The assets owned by the Group, together

with assets held under hire purchase, leasing, license and rental agreements, comprise all assets necessary for the continuation of the

business of the Group as carried on.

20 Stock and work in progress

(a) The stock

and inventory of each Group Company:

(i) is, to the Seller’s knowledge, capable

of being sold in the normal course of trading, at its current list price, subject to discounts

and rebates customarily applied across the Group’s business as promotional activities

and other than as provisioned for in the Accounts;

(ii) is held at an adequate level, having

regard to the relevant Group Company’s trading requirements, the time of year and work-in-progress

amounts; and

(iii) was

valued for the purpose of the Accounts in accordance with the accounting policies contained

in folder 2.7.1 of the Data Room.

(b) The work

in progress of each Group Company is adequate to maintain cash flow in accordance with the

usual practices of the Group in the 12 months prior to the date of this Agreement.

21 Condition

(a) To the

Seller’s knowledge, the plant, machinery, vehicles, equipment and other tangible fixed

assets used in connection with the business of each Group Company:

(i) are in a good working order for the purposes

for which they are currently used and have been properly maintained in accordance with usual

business practices of the Group; and

(ii) are not expected to require replacements

or additions at an annual cost materially greater than the annual capital expenditure of

the Group in the prior two accounting periods.

(b) Maintenance

contracts are in full force in respect of all assets of any Group Company which it is normal

or prudent to have maintained by independent or specialist contractors in order to maintain

the usual use of such assets or in respect of which a Group Company is legally obliged to

maintain or repair.

22 Liabilities*

(a) There

are no liabilities (including contingent, disputed, unquantified or unknown liabilities)

of a Group Company except for any matter disclosed in the Accounts or incurred, in the normal

course of its trading business, since the Accounts Date.

(b) There

has been no exercise, purported exercise or claim for an Encumbrance over assets of a Group

Company.

Company has an exposure in relation to interest or exchange rate fluctuations.

23 Insurance

(a) Assets

and undertakings of each Group Company of an insurable nature (excluding the Properties)

are, and have at all material times been, insured in accordance with customary commercial

practices of persons carrying on the same kind of business as that carried on the Group.

(b) Each

Group Company is, and has at all material times been, adequately covered against accident,

damage, injury, third party loss (including product liability), loss of profits and other

risks normally insured against by persons carrying on the same kind of business as that carried

on by it.

policies of the Group as Disclosed are in full force and effect, and nothing has been done

or omitted to be done which could make any policy of insurance void or voidable, or which

is likely to lead to insurers refusing a claim or terminating a policy.

(d) No claim

is outstanding, or may be made, under any of the insurance policies of the Group as Disclosed

and, so far as the Seller is aware, there is nothing which is likely to give rise to such

a claim.

24 IPR*

(a) In this

paragraph 7 (IPR ):

“Group IPR” means

IPR owned, used or exploited by any Group Company.

“Inward IPR Licences”

means licences granted to any Group Company by a third party for use of IPR.

“Outward IPR Licences”

means licences granted by any Group Company to a third party for use of IPR.

“Registered IPR”

means Group IPR which has been registered or for which application for registration has been made, in the name of a Group Company.

(b) A Group

Company is the sole legal and beneficial owner of the Group IPR except for Group IPR used

under Inward IPR Licences. Other than Group IPR used under Inward IPR Licences, the Group

IPR is not subject to any Encumbrances or other restrictions affecting the Group’s

ability to use or exploit it. So far as the Seller is aware, all moral rights associated

with Group IPR have been waived by the relevant party.

IPR comprises the IPR required to enable each Group Company to carry on its business in the

same manner and to the same extent as it has been carried out in the 12 months before Completion.

(d) So far

as the Seller is aware, none of the Group IPR will be adversely affected by the acquisition

of the Shares or the performance of this Agreement. Other than under Inward IPR Licences,

the use of the Group IPR by the Group is not subject to any payment by any Group Company.

(e) So far

as the Seller is aware, all the Group IPR is valid, subsisting and enforceable. No actions,

claims, counterclaims, applications or allegations contesting the validity or enforceability

of any Group IPR or its ownership by any Group Company have been brought or made and, so

far as the Seller is aware, are pending or anticipated and, so far as the Seller is aware,

there are and have been no facts, matters or circumstances which could give rise to such

an action, claim, counterclaim, application or allegation.

(f) There

have been no actions, claims, counterclaims, applications or allegations received by a Group

Company alleging that the operation of the business of each Group Company and the use of

Group IPR by licensees under the Outward IPR Licences, has infringed, or infringes any third

party’s IPR, and, so far as the Seller is aware, there are and have been no facts,

matters or circumstances which could give rise to such an action, claim, counterclaim, application

or allegation.

(g) There

have been no actions, claims, counterclaims, applications or written allegations by any Group

Company against any third party alleging infringement of any Group IPR and, so far as the

Seller is aware, there are and have been no facts, matters or circumstances which could give

rise to any such action, claim or allegation.

(h) All documents

material to the Group’s right, title and interest in the Group IPR, including all documents

and materials necessary for the maintenance of the Registered IPR, form part of the records

or materials in the possession or ownership of a Group Company.

(i) Copies

of all Inward IPR Licences and Outward IPR Licences which are in writing (excluding standard

form licences for off-the-shelf computer software) and which are material to any Group Company

have been Disclosed. Details and terms of all Inward IPR Licences and Outward IPR Licences

which are not in writing and which are material to any Group Company have been Disclosed.

In respect of all Inward IPR Licences and all Outward IPR Licences, so far as the Seller

is aware:

(i) the licence is in full force and effect;

and

(ii) no party to it is or has been in material

breach of any terms of the licence and there are no facts, matters or circumstances that

could give rise to a termination or restriction of the licence during its term.

(j) So far

as the Seller is aware, no Group Company has permitted or acquiesced to the use of any of

the Group IPR by any third party other than under an Outward IPR Licence.

(k) In relation

to the Registered IPR:

(i) it is in the name of a Group Company;

(ii) so far as the Seller is aware, nothing

has been done or omitted to have been done by which any person may be able to seek cancellation

or rectification or any other modification of any Registered IPR and so far as the Seller

is aware, no person has done so;

(iii) all fees have been paid and all deadlines

have been met in connection with all applications for registration, and registrations and

renewals of, Registered IPR; and

(iv) no opposition to any applications has

been filed and, so far as the Seller is aware, there are no facts, matters or circumstances

which would indicate or suggest that any opposition is likely to be made; and

(v) so far as the Seller is aware, there are

no facts, matters or circumstances which would indicate or suggest that any of the applications

may not be granted and/or proceed to registration in full in accordance with the application.

(l) Sections

7.1, 13.6 and 11.1.1 of the Data Room list details of all Registered IPR and other Group

IPR which is material to a Group Company.

(m) No Group

Company has sold or transferred or otherwise disposed of any IPR that was or is material

to a Group Company in the three year period before Completion.

(n) No Group

Company has disclosed, or permitted to be disclosed, or undertaken or arranged to disclose,

to a person other than the Buyer any of its material know-how, technical information, trade

secrets, databases of prices, customers or suppliers, or of any other confidential information

other than pursuant to written agreements of confidentiality.

(o) All of

the Group Company’s employees, founders, officers, contractors, consultants and any

other individuals or entities (including the Group Company’s directors and advisors),

past and present, who were or are engaged in the creation or development of any Group IPR

which is material to the Group Companies (“IP Contributors”), have entered

into written binding agreements with the applicable Group Company which assign to the applicable

Group Company all rights, title and interests in such Group IPR.

25 Information Technology*

(a) In this

paragraph 8 (Information Technology ):

“IT Systems” means

the information and communications technologies used by the Group Companies including computer hardware, software, operating systems,

data, internet and web sites, firmware, networking, peripherals and all associated documentation or other infrastructure equipment or

systems.

“Licensed Software”

means any software which forms part of the IT Systems and which is required to be licensed to any Group Company under a licence from

a third party (excluding standard form licences for off the shelf computer software).

“Open Source Software”

means any Licensed Software used by any Group Company which is licensed on terms which comply with the Open Source Definition, as amended

from time to time by the Open Source Initiative.

“Owned Software”

means any software which forms part of the IT Systems, the IPR to which are owned by a Group Company.

(b) In relation

to the Owned Software:

(i) details of Owned Software which is material

to any Group Company have been Disclosed; and

(ii) the Owned Software is owned by the relevant

Group Company free of any Encumbrances.

to the Licensed Software, details of the Licensed Software which is material to any Group

Company have been Disclosed. With respect to such Licensed Software the Licensed Software

is licensed to the relevant Group Company.

(d) To the

extent the IT Systems comprise Open Source Software, details of that Open Source Software

have been Disclosed.

(e) Each

Group Company is the legal and beneficial owner of all computer hardware comprised in the

IT Systems used by that Group Company in connection with its business. A list of all material

contracts under which the IT Systems are owned, supplied, acquired, maintained and used by

any Group Company has been Disclosed and, so far as the Seller is aware, the relevant Group

Company and counterparty are not in material breach of such contracts.

(f) The IT

Systems:

(i) have not been affected by any defects

or other faults that have caused any material or repeated interruption to any Group Company’s

business at any time during the 3 years before the date of this Agreement;

(ii) are functional and comprise the information

and communication technologies necessary for the continuation of the business of each Group

Company in the same manner and to the same extent as it has been carried out in the 12 months

before Completion; and

(iii) are not outsourced to or otherwise administered

or controlled by, or shared with, any third party.

(g) So far

as the Seller is aware, the IT Systems do not contain any viruses, worms, trojan horses,

bugs, faults or other malicious code, devices, errors, contaminants or effects that (i) disrupt

or adversely affect the functionality of any IT Systems (except as disclosed in their documentation),

or (ii) enable or permit any person to access without authorisation any IT Systems.

26 AI

(a) In this

paragraph 9 (AI):

“AI Technologies”

means (i) deep learning, machine learning, machine-based, and other artificial intelligence technologies, software and systems,

including large language models, generative pre-trained transformer, and any and all technologies, software and systems that can, for

a given set of machine or human-defined objectives, autonomously generate information, data and/or content including predictions, recommendations,

or decisions influencing the real and/or virtual environments with which such technologies interact, or (ii) any other technology

or systems defined as artificial intelligence, machine learning, or similar term under applicable law.

(b) No Group

Company has authorised any employee, consultant, contractor or other person acting on behalf

of a Group Company to use Generative AI in connection with the creation or development of

any material inventions, artistic works or other works of authorship with respect to the

Business.

Group Company uses AI Technologies in material compliance with the applicable licence terms

and applicable laws. So far as the Seller is aware, no employee, consultant, contractor or

other person acting on behalf of a Group Company has included any sensitive personal data,

trade secrets or material confidential or proprietary information of any Group Company, or

of any third party disclosed to a Group Company under an obligation of confidentiality in

any prompts or inputs into any AI Technologies, except in cases where such AI Technologies

do not use such information, prompts or services to train the machine learning or algorithm

of such tools or improve the services related to such tools. So far as the Seller is aware,

no employee, consultant, contractor or other person acting on behalf of a Group Company has

used any AI Technologies in a manner that adversely affects the ownership, validity, enforceability,

registrability, or patentability of any Group IPR.

Part 4

Trading

27 Changes since Accounts Date*

Since the Accounts Date:

(a) the business

of each Group Company has been continued in the usual course without any material interruption

or material alteration in the nature, scope or manner of the business;

(b) there

has been no material adverse change in the turnover, or in the financial or trading position

or prospects or material assets, of a Group Company;

Company has, by doing or omitting to do anything, materially prejudiced its goodwill;

(d) no Group

Company has adopted, materially amended, or terminated, or committed to the adoption, material

amendment, or termination of any plan, programme, agreement, policy or arrangement that is

described in Schedule 6, Part 6 (Employment ) or Schedule 6, Part 7 (Pensions ),

in each case other than in the ordinary course of business; and

(e) no dividend

or other distribution has been declared, made or paid by a Group Company.

28 Effect of sale of Shares*

So far as the Seller is aware, after

Completion (whether by reason of an existing agreement or arrangement or otherwise) or as a result of the acquisition of the Shares by

the Buyer or the performance of this Agreement:

(i) no material supplier of a Group Company

will cease, or be entitled to cease, supplying it or may substantially reduce its level of

supplies to it;

(ii) no material customer of a Group Company

will cease, or be entitled to cease, to deal with it or may substantially reduce its existing

level of business with it; and

(iii) no Group Company will lose the benefit

of a material right or benefit which it enjoys.

29 Subsisting contracts

(a) Complete

and accurate details of all Material Contracts have been Disclosed.

(b) No Group

Company is a party to, subject to or bound by any Material Contract that would (i) conflict

with or be breached or in violation or the obligations thereunder accelerated, increased,

extinguished or terminated (whether or not with notice or lapse of time or both) by the execution,

delivery or performance by the Company or any Subsidiary of this Agreement or any Transaction

Document, or (ii) prevent the carrying out of the transactions contemplated hereby or

thereby.

as the Seller is aware, no Material Contract to which a Group Company is a party is unenforceable

against any other party to it.

(d) No offer,

tender or the like is outstanding which may be converted into an obligation of a Group Company

by acceptance by, or other act of, another person other than in the ordinary course of the

business of such Group Company.

(e) No Group

Company has manufactured, sold or supplied products which are, or were, or will become in

a material respect faulty or defective, or which do not comply in a material respect with

warranties or representations expressly or impliedly made by it, or with applicable regulations,

standards and requirements, in each case excluding defective or faulty products in the ordinary

course of business consistent with the usual levels of defective or faulty products of the

Group.

(f) Full

details of any notice of termination of any Material Contract given or received by a Group

Company in the last 12 months have been Disclosed.

30 Business Continuity

Each Group Company has in place (in

accordance with good industry practice as would be expected from a leading company within its relevant industry or business sector) all

applicable regulatory requirements, a fully documented business continuity and crisis management plan which would enable the maintenance

or prompt restoration of business-critical functions upon the occurrence of any unplanned interruption, event or circumstance that may

impair its ability to carry on its business, including (without limitation), any civil emergency, pandemic or civil unrest.

31 Joint ventures and partnerships

(a) Other

than in respect of the Non-Wholly Owned Subsidiaries, no Group Company is or has agreed to

become a participant in or member of a joint venture, consortium, partnership or other unincorporated

association.

(b) Other

than in respect of the Non-Wholly Owned Subsidiaries, no Group Company is a party to an agreement

or arrangement for sharing commissions or other income.

32 Arrangements restricting business

No Group Company is:

(a) a party

to an agency or distributorship agreement or arrangement the existence of which has not been

Disclosed;

(b) a party

to an agreement or arrangement which restricts its freedom to carry on its business as it

thinks fit; or

by an undertaking or assurance given to a court or governmental agency, and no undertaking

which is still in force has been given to a third party arising out of any legal proceedings.

33 Guarantees and indemnities

There is no subsisting guarantee or

agreement for indemnity or for suretyship given by, or in favour of, a Group Company or for its accommodation other than in respect of

Leases in the ordinary course of business.

34 Purchases and sales from or to one party

No Group Company has obtained or made

more than 10% of the aggregate amount of its purchases or more than 10% of the aggregate amount of its sales from or to the same supplier

or customer (including a person connected with the supplier or customer) and no material source of supply to, or outlet for the sales

of, a Group Company is or is likely to be in jeopardy.

35 Insider contracts*

(a) No Group

Company is, nor has it within the last three years been, a party to any agreement or arrangement

in which:

(i) the Seller or any of its connected persons;

(ii) a director of a Group Company, or any

of their connected persons,

is or has been interested, whether

directly or indirectly.

(b) No Group

Company is a party to, and its profits or financial position during the past three years

have not been affected by, an agreement or arrangement to which a Group Company was party

which was or is not at arm’s length.

36 Seller’s other interests and liabilities

Neither the Seller nor any of its connected

persons is:

(a) directly

or indirectly interested in any business which is or is likely to be, or become, competitive

with the business of a Group Company; or

(b) indebted

to a Group Company.

37 Defaults*

(a) No Group

Company is, nor is the Seller aware of any circumstances that would be reasonably likely

to result in a Group Company becoming, in default under a Material Contract.

(b) No threat

or claim of default has been made and is outstanding against a Group Company in respect of

a Material Contract.

to a Material Contract is in default under such Material Contract nor is the Seller aware

of any circumstances that would be reasonably likely to result in a counterparty to a Material

Contract becoming in default under such Material Contract.

38 Litigation and disputes*

(a) No Group

Company is engaged in litigation or arbitration proceedings as claimant or defendant; there

are no proceedings pending or, so far as the Seller is aware, threatened, either by or against

a Group Company; and the Seller is not aware of any circumstances which are likely to give

rise to litigation or arbitration.

(b) No Group

Company is in dispute with any person (including any statutory or regulatory body, trade

association or contractual counterparty of a Group Company), other than in respect of matters

in the ordinary course of business including customary warranty claims and repairs, and the

Seller is not aware of any circumstances which are likely to give rise to such a dispute.

39 Insolvency*

(a) No order

has been made, petition presented or resolution passed, or meeting convened, for the winding-up

or provisional winding-up of a Group Company, or whereby the assets of a Group Company are

to be distributed to creditors, shareholders or other contributories.

(b) No insolvency

proceedings concerning any Group Company have been applied for by the Seller or any Group

Company or have been opened or rejected by reason of a lack of assets.

Company is the subject of an application to the court for an administration order, a notice

of appointment of an administrator, a notice of intention to appoint an administrator or

has an administrator appointed over it.

(d) No action

has been taken for a Group Company to enter into any arrangement or composition for the benefit

of creditors, or for the appointment of a receiver, administrative receiver or similar officer

of a Group Company’s undertaking, interests, properties, revenues or assets.

(e) No distress,

execution or other process has been levied in respect of a Group Company which remains undischarged

and there is no unfulfilled or unsatisfied judgment or court order outstanding against a

Group Company.

(f) No Group

Company has stopped payment or is insolvent or unable to pay its debts within the meaning

of section 123 Insolvency Act 1986 (as it may be amended from time to time) (but omitting

any requirement to prove anything to the satisfaction of the court).

40 Compliance*

(a) Each

Group Company has at all times conducted, and is conducting, its business in all material

respects in compliance with the laws and regulations, statutory or regulatory guidance, orders

or notices of those countries where it operates.

(b) No Group

Company has, and none of its officers, managing directors, agents or employees (during the

course of their duties in relation to it) has, committed or omitted to do anything, the commission

or omission of which is or could be in contravention of an act, order, regulation or the

like giving rise to a penalty, default proceedings or other loss or liability.

Group Company has carried on business and conducted its affairs in accordance with its articles

of association, constitutional documents and all other documents to which it is or has been

a party in all material respects.

(d) Each

Group Company has the power and is qualified to carry on business in the jurisdictions in

which it carries on business.

41 Licences and consents*

(a) Each

Group Company has all licences, consents, permits and accreditations (whether statutory,

regulatory, contractual or otherwise) (“Permits”) necessary or desirable

for the carrying on of its business.

(b) All the

Permits are valid and subsisting; no Group Company is in breach of any of them; and so far

as the Seller is aware there is nothing that might prejudice their continuation or renewal

on their current terms.

of each Permit are set out in section 10 of the Data Room.

42 Business names

Other than as Disclosed, no Group Company

uses a name for any purpose other than its full corporate name.

43 Powers of attorney and authority

(a) No power

of attorney given by a Group Company is in force other than to employees, legal counsel or

other advisors of the Group in the ordinary course of business for genuine business purposes.

(b) No authorities

(express or implied) by which a person may enter into a contract or commitment on behalf

of a Group Company are outstanding other than to employees, legal counsel or other advisors

of the Group in the ordinary course of business for genuine business purposes.

44 Anti-competitive arrangements

(a) So far

as the Seller is aware, no Group Company (including any of its officers, managing directors,

employees or agents) has committed, or omitted to do, any act or thing which could give rise

to a fine, penalty or any proceedings under applicable competition legislation.

(b) So far

as the Seller is aware, no Group Company is (nor has it been) a party to an agreement, arrangement,

business practice or conduct which infringes or infringed (as applicable):

(i) any provision of the Competition Act 1998

and/or Enterprise Act 2002;

(ii) Article 101 or 102 of the Treaty

on the Functioning of the European Union; or

(iii) any other competition legislation in

any jurisdiction in which a Group Company carries on business.

as the Seller is aware, no Group Company is (nor has it been) a party to an agreement or

business practice in respect of which:

(i) it has given an undertaking or commitment;

(ii) an order, judgment, decision or direction

has been made against or in relation to it,

under competition legislation in any

jurisdiction in which it carries on business.

(d) So far

as the Seller is aware, no Group Company is (nor has it been) a party to an agreement, arrangement,

business practice or conduct in respect of which it has received any request for information,

statement of objections, decisions or similar document from the CMA (including any predecessor

authority), the European Commission, a court, a tribunal, or other competent authority (as

applicable).

(e) So far

as the Seller is aware, no Group Company is, nor has it been, the subject of any actual or

threatened complaint or allegation concerning any alleged infringement of any competition

rules in any jurisdiction.

(f) So far

as the Seller is aware, no Group Company has been a party to any acquisition, merger or joint

venture which:

(i) was or was required to be notified to

the European Commission under Council Regulation (EC) 139/2004 (as amended), or any predecessor

Regulation, or to the EFTA Surveillance Authority or the European Commission under Article 57

of the Agreement constituting the European Economic Area; or

(ii) was or qualified to be investigated by

the CMA (including any predecessor authority) under part 3 of the Enterprise Act 2002 or

under the Fair Trading Act 1973; or

(iii) was or was required to be notified to,

or was investigated by, any other competition authority under applicable merger control laws

in any relevant jurisdiction.

45 NS&I

So far as the Seller is aware, no Group

Company has been a party to any transaction which was subject to a notification obligation to, but did not obtain the necessary approval

from:

(a) the Secretary

of State pursuant to the National Security & Investment Act 2021; or

(b) any other

government or regulatory body pursuant to legislation regulating transactions on the basis

of national security, investment control, foreign ownership or other public policy grounds.

46 Foreign Subsidies Regulation

(a) So far

as the Seller is aware, no Group Company has completed any transaction in breach of the FSR

or participated in any public procurement procedure in which it did not comply with the FSR,

nor has it committed or omitted to do any other act or thing which could give rise to a fine

or other penalty under the FSR.

(b) So far

as the Seller is aware, no Group Company has received any financial contribution or subsidy

which the European Commission has reviewed in accordance with Article 9 of the FSR,

nor has any Group Company offered any commitments to, or been subject to redressive measures

from, the European Commission under the FSR.

47 Sanctions*

(a) No Group

Company, nor any director, managing director, officer, agent, employee of any Group Company,

is a Sanctioned Person.

(b) No Group

Company, nor any director, managing director, officer, agent, or employee of (and in connection

to their engagement by), any Group Company, has, for the past 10 years, engaged in any activity,

practice or conduct that is contrary to or a violation of applicable Sanctions and/or Trade

Control Laws.

Company, nor any director, managing director, officer, agent, or employee of (and in connection

to their engagement by) any Group Company, is or has been the subject of any investigation,

inquiry or enforcement proceedings by any governmental, administrative or regulatory body

regarding any offence or alleged offence related to compliance with applicable Sanctions

and/or Trade Control Laws, and no such investigation, inquiry or proceedings have been threatened

or are pending and there are no circumstances likely to give rise to any such investigation,

inquiry or proceedings.

48 Anti-corruption and money laundering*

(a) In this

paragraph 22 (Anti-corruption and money laundering ):

“Associated Person”

means, in relation to an undertaking, a person (including an employee, managing director, officer, agent, representative or consultant)

who performs or has performed services for or on behalf of that undertaking.

“Applicable Requirements”

means:

(i) all applicable laws, regulations, orders

and notices in force from time to time relating to anti-bribery and anti-corruption matters,

including the Bribery Act 2010, the Prevention of Corruption Act 1988 and the US Foreign

Corrupt Practices Act 1977; and

(ii) all applicable laws, regulations, rules imposed

by government authorities, financial regulators, generally accepted industry guidance or

other procedures (including all internal policies and procedures) for the prevention of money

laundering and terrorist financing (including as defined in Article 1 of Directive 2005/60/EC

of the European Parliament and of the Council of 26 October 2005 on the prevention of

the use of the financial system for the purpose of money laundering and terrorist financing),

including all applicable requirements of that Directive, the Proceeds of Crime Act 2002,

the Terrorism Act 2000, the Money Laundering Regulations 2007, the Financial Conduct Authority

(including requirements and/or guidance issued or approved) , the German Anti-Money Laundering

Act (Geldwäschegesetz – GwG), the Prevention of Money Laundering Act 2002

and guidance issued by the Joint Money Laundering Steering Group.

(b) No Group

Company nor any of its Associated Persons (in connection with their engagement by a Group

Company) is or has at any time been:

(i) engaged in any activity, practice or conduct

which would constitute an offence under the Applicable Requirements; or

(ii) convicted of any offence involving bribery,

corruption, fraud or dishonesty; or

(iii) the subject of any investigation, inquiry

or enforcement proceedings by any governmental, administrative or regulatory body or any

customer or any internal investigation regarding any offence or alleged offence under the

Applicable Requirements; and no such investigation, inquiry or proceedings have been threatened

or are pending nor are there any circumstances likely to give rise to any such investigation,

inquiry or proceedings.

Group Company and, so far as the Seller is aware, its respective Associated Persons have

at all times maintained and enforced appropriate policies and procedures designed to ensure,

and which are reasonably expected to ensure, compliance by each Group Company and their respective

Associated Persons for the time being with all Applicable Requirements.

(d) No Group

Company has conducted or initiated an internal review or investigation related to potential

or alleged violations of Applicable Requirements or made any voluntary disclosure to any

regulatory or governmental body or other person with respect to a possible violation of Applicable

Requirements.

(e) No Group

Company has made any contribution or donation to any candidate for political office or person

holding political office and all the donations made by each of the Group Company were made

and have been made in compliance with the Applicable Requirements.

49 Modern Slavery

(a) The modern

slavery and human trafficking policy of the Group located in the Data Room at section 5.1.2

and the Group’s code of conduct located in the Data Room at section 5.1.5 contain details

of the steps taken by each Group Company to ensure that slavery, servitude, forced or compulsory

or child labour and human trafficking is not taking place in any part of its own business

or any of its supply chains.

(b) No Group

Company nor any of its officers, managing directors, employees or representatives nor, so

far as the Seller is aware, any supplier has committed any offence or been the subject of

any investigation, enquiry, court order or enforcement action in relation to slavery, servitude,

forced or compulsory or child labour and/or human trafficking including, without limitation,

under the Modern Slavery Act 2015.

50 Data Protection*

(a) In this

paragraph 24 (Data Protection ):

(i) “Data Protection Laws”

means:

(A) the General Data Protection Regulation (EU

2016/679) (“GDPR”);

(B) the UK Data Protection Laws;

protection and privacy laws, including without limitation the California Consumer Privacy

Act of 2018 (as amended by the California Privacy Rights Act of 2020);

(D) all other legislation and regulatory requirements

in force from time to time which apply to a party relating to the use of personal data (including,

without limitation, any legislation of the European Union or an EEA member state that implements

Directive 2002/58/EC of the European Union Parliament and of the Council of 12 July 2002

concerning the processing of personal data and the protection of privacy in the electronic

communications sector and, as applicable, the Israeli Protection of Privacy Law, 1981 as

amended and related regulations);

(ii) “Data Protection Policies”

means the data protection and privacy policies of the Group;

(iii) “Data Subject Request”

means any written request from a data subject concerning his or her rights of access to,

rectification, erasure, objection to or restriction of processing of personal data under

applicable Data Protection Laws;

(iv) “Personal Data Breach”

means a breach of security leading to the accidental or unlawful destruction, loss, alteration,

unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise

processed including any other functional equivalent of “Personal Data Breach”

under one or more applicable Data Protection Laws;

(v) “Supervisory Authority”

means any regulatory, supervisory, governmental or other competent authority with jurisdiction

or oversight over applicable Data Protection Laws;

(vi) “UK Data Protection Laws”

means all applicable data protection and privacy legislation in force from time to time in

the UK including, without limitation:

(A) the UK GDPR;

(B) the Data Protection Act 2018 and regulations

made thereunder; and

(EC Directive) Regulations 2003 (SI 2003/2426), as amended;

(vii) “UK GDPR” has the

meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data

Protection Act 2018; and

(viii) the terms data processor, processing,

data subject and personal data have the meanings given to them in the GDPR (or other applicable

Data Protection Law as the context requires).

(b) In the

five years prior to the date of this Agreement, each Group Company has materially complied

with all applicable Data Protection Laws and Data Protection Policies.

Protection Policies comply with the requirements of all applicable Data Protection Laws in

all material respects. The Data Protection Policies and the employee training provided by

each Group Company are designed to achieve compliance with applicable Data Protection Laws,

including requirements to notify Supervisory Authorities of personal data breaches and to

respond to Data Subject Requests.

(d) Each

Group Company has provided privacy notices to data subjects as required by applicable Data

Protection Laws and such notices are materially compliant with applicable requirements.

(e) So far

as the Seller is aware, no member of the Group has engaged any person to carry out processing

or sub-processing of personal data other than in accordance with a written agreement incorporating

contractual terms sufficient to comply with applicable Data Protection Laws, including appropriate

technical and organisational security measures.

(f) So far

as the Seller is aware, no personal data has been transferred outside the country of its

collection other than in accordance with applicable Data Protection Laws and in accordance

with appropriate safeguards as required by applicable Data Protection Laws.

(g) Each

Group Company has complied with applicable requirements to notify a Supervisory Authority

of personal data held or processed by it and has paid all fees due in connection with any

such notifications.

(h) No Group

Company has in the last six years received any:

(i) notice, complaint or correspondence relating

to compliance with any Data Protection Laws (including, without limitation, any information

or enforcement notice, monetary penalty notice or any transfer prohibition notice being enforced

by any Supervisory Authority); or

(ii) claim for compensation for loss or unauthorised

disclosure of personal data.

(i) Each

Group Company has implemented procedures in accordance with the requirements of applicable

Data Protection Laws for protecting the security of its IT systems and the confidentiality

and integrity of all personal data stored therein, including having implemented a written

information security programme that: (i) includes appropriate technical, administrative

and physical safeguards to ensure the availability, integrity, security and confidentiality

of such IT Systems and all personal data collected or otherwise processed by each Group Company;

and (ii) is designed to protect against the occurrence of a Personal Data Breach and

anticipated threats or hazards to the security or integrity of such IT Systems or such personal

data. Each Group Company has assessed and tested such written information security programme

and has remediated any material vulnerabilities identified.

(j) No Group

Company has suffered any Personal Data Breach in the last six years. No Group Company has

notified, and so far as the Seller is aware, there have been no facts or circumstances that

would require any Group Company to notify, any data subject, Supervisory Authority or other

person of any Personal Data Breach.

(k) Each

Group Company has materially complied with applicable Data Protection Laws with respect to

the placing of cookies and other web tracking technologies on the devices of data subjects.

(l) Each

Group Company has procured and maintained a record of necessary consents from data subjects

to whom it sends promotional electronic communications or text/SMS.

51 Environmental matters*

(a) In this

paragraph 25 (Environmental matters):

“Environment” means

all or any of the following media: land (including any building structure or receptacle in on over or under it), water (including surface

coastal and ground waters and waters in drains and sewers) and air (including without limitation the atmosphere within any natural or

man-made structure or receptacle above or below ground), fauna and flora, climate and any living organisms (including human beings) or

eco-systems supported by those media. The term Environment is to be understood in a broad and open sense, referring not only to the natural

environment, but also including the cultural and social environment created by humans.

“Environmental Law”

means all applicable laws, statutes, regulations, subordinate legislation, bye-laws, Permits, common law and other national, international,

federal, European Union, state and local laws, judgments, decisions, orders, and injunctions of any court or tribunal, codes of practice

and guidance notes that are legally binding to the extent that they relate to or apply to the pollution or protection of the Environment

or to the health and safety of any human beings and/or other living organisms, including treatment and or disposal of any Hazardous Substance.

“Hazardous Substance”

means any substance or waste in solid, liquid or gaseous form which alone or in combination with others constitutes waste under Environmental

Law or is capable of polluting or causing harm to the Environment or causing an actionable nuisance or is otherwise regulated under any

Environmental Law. For the avoidance of doubt, Hazardous Substance shall include any (a) pollutant, contaminant, material, substance,

chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or

manmade, in each case regulated by Environmental Law, (b) hazardous, toxic, carcinogenic, mutagenic, corrosive, dangerous, noxious,

flammable, explosive, infectious or radioactive substances, chemicals, materials or wastes (including those defined, declared, regulated

or controlled as hazardous under any Environmental Law), (c) petroleum including crude oil or any derivative or fraction thereof,

(d) asbestos or erionite in any form, (e) solid or liquid wastes, (f) polychlorinated bi-phenyls, polychlorinated bi-phenyl

related wastes, (g) radon, (h) lead or lead-containing materials, or (i) any individual category or combination of per-

and polyfluoroalkyl substances.

“Permit” means any

permit, authorisation, consent, licence, certificate, permission, registration, notification or other approval required under any Environmental

Law.

(b) Each

Group Company has at all times complied in all material respects with and has adequate facilities

to continue to comply with all applicable Environmental Laws in all material respects.

Group Company is in possession of and complies with and has at all times been in possession

of and complied with, in each case in all material respects, the terms and conditions of

all Permits necessary to operate the business and operations of each Group Company and/or

use the Properties. There are no facts or circumstances which may lead to the revocation,

variation, suspension, refusal or non-renewal of any Permit.

(d) There

have been no emissions, spills, releases, or discharges (each a “Hazardous Discharge”)

of any Hazardous Substance at or from any of the places where the business and operations

of the Group Companies are conducted into or upon the Environment, except in accordance with

the terms and conditions set out in the Permits.

(e) Accurate

and complete copies of all Permits and all material corresponding reports, data, and communications

thereto, necessary to operate the business of each Group Company and/or use the Properties

have been Disclosed. Each Group Company is in the possession or control of all corresponding

originals for all Permits necessary.

(f) So far

as the Seller is aware, all material environmental and/or worker health and safety permits,

reports, audits, notices of violations, and/or material documents or communications possessed

by, or in the knowing control of, the Group Company have been Disclosed.

(g) Other

than as Disclosed, no Group Company owns, occupies or operates its business on any land other

than the Properties.

(h) There

are no facts or circumstances which may lead to liability under Environmental Law in connection

with a Group Company including liability to undertake any works and/or investigation, remediation

or removal action or steps or incur expenditure under Environmental Law.

(i) So far

as the Seller is aware, no audit has been carried out in respect of the Properties or land

previously owned or occupied by a Group Company which relates to the extent to which the

Properties or land previously owned or occupied by a Group Company contain or might contain

any Hazardous Substance or be liable to cause harm to the Environment.

(j) There

have been no claims, investigations, prosecutions or other proceedings against or threatened

against a Group Company or any of their directors, managing directors, officers or employees

with respect to any breach (or alleged breach) of, or liability under, any Environmental

Law and there are no facts or circumstances which may lead to any such claims, investigations,

prosecutions or other proceedings.

(k) No Hazardous

Substances have been released, stored, generated, manufactured, refined, transported, produced,

disposed of or treated at, on, or from any of the Properties.

(l) None

of the Group Companies has received a written request for information under any Environmental

Law nor has any Group Company agreed to indemnify or assume any liabilities of any person,

including a predecessor, buyer, seller, landlord or tenant pursuant to any Environmental

Law.

Part 5

Finance

52 Bank and other borrowings*

(a) Other

than the Bank Loan, no Group Company has outstanding indebtedness nor has it factored any

debts, or is engaged in any financing arrangements or arrangements having the commercial

effect of borrowing, including any finance or capital leases, receivables financing, factoring

or invoice discounting.

(b) Details

of the amounts of indebtedness owed by each Group Company under the Bank Loan as at the Accounts

Date have been Disclosed. Since the Accounts Date, there have been no drawings under any

of the Bank Loan.

Company has any written obligation (present or future and whether conditional or otherwise)

in respect of a derivative transaction including any foreign exchange transaction.

(d) Save

for any repayment of the Bank Loan at Completion, no event has occurred or is likely to occur

which has caused or may cause any material outstanding indebtedness of any Group Company

to become repayable in whole or in part before its stated maturity, or the enforcement of

any security in respect of such material outstanding indebtedness.

(e) No Group

Company has received a notice (whether formal or informal) from any external lender requiring

repayment or intimating the enforcement of any security the lender may hold over any of the

Group’s assets.

(f) No registered

security exists over any of the shares, assets or undertaking of any Group Company.

(g) There

have not been any amendments, consents, waivers, payment deferrals or suspensions or other

concessions agreed or sought in the last 12 months in connection with the Bank Loan.

53 Working capital*

Having regard to existing bank and

other facilities, each Group Company has sufficient working capital to carry on its business, in its present form and at its present

level of turnover, for 12 months after Completion and to carry out all its commitments, in accordance with their terms.

54 Capital commitments

No material commitments on capital

account were outstanding at the Accounts Date and, since the Accounts Date, no Group Company has made or agreed to make any capital expenditure,

incurred or agreed to incur capital commitments or disposed of or agreed to dispose of capital assets, other than, in each case, in accordance

with the usual practices of the Group, as recorded in the Accounts, or as otherwise Disclosed.

55 Loans by a Group Company

No Group Company has:

(a) lent

money which has not been repaid to it or is the creditor in respect of a debt (whether or

not due for payment) which has arisen otherwise than in the normal course of its trading

business;

(b) made

a loan, which remains outstanding, on terms entitling it to receive either a rate of interest

varying with, or a share of, the profits of a business.

56 Creditors

There is no amount owing by a Group

Company which has been due for more than 12 weeks, other than in the ordinary course of business, unless the Group Company is disputing

in good faith the amount or timing of such payment. No Group Company is unable to pay its debts as they fall due or is otherwise deemed

unable to pay its debts within the meaning of applicable law.

57 Grants

(a) No Group

Company has:

(i) applied for or received any State aid

for the purposes of Article 107 of the Treaty on the Functioning of the European Union,

nor any other grant, subsidy, or financial aid and/or assistance from a government department

or agency or a local or other authority or body; or

(ii) done or omitted to do anything which

could, and the sale of the Company will not, result in all or part of any state aid, grant,

subsidy or other financial assistance from a government department or agency or a local or

other authority (“Governmental Grant”) made or due to be made to it becoming

repayable, or being forfeited or withheld; or

(iii) received funding or grants from, guidance

or facilities of, a governmental body, or institution, university, college or other academic

or educational institution or research centre, military forces, non-profit institution or

organization whose primary purpose is to create or foster the creation of Open Source Software

(or any affiliate of any of the foregoing) (collectively, “Third Party Institutions”)

that was used in the development of any Group IPR owned in whole or in part, by the Group

Company. No current or former IP Contributor, has engaged with, performed services for, was

employed by, or otherwise was under any restrictions resulting from his/her relations with,

any Third Party Institutions or other third party, during such IP Contributor’s engagement

with the Group Company or during the time such IP Contributor was involved in, or contributed

in any manner to the creation or development of any Group IPR owned or purported to be owned

by the Group Company.

(b) The Company

is and has been at all times in compliance with the terms, conditions, requirements and criteria

of any Governmental Grants and any applicable laws, including, to the extent applicable,

restrictions on the transfer of know-how and obligations relating to the payment of any royalties,

and has duly fulfilled the conditions, undertakings, reporting and other obligations relating

thereto. To the Company’s knowledge, no event has occurred, and no circumstance or

condition exists, that could reasonably be expected to give rise to (i) the revocation,

withdrawal, suspension, cancellation, recapture or material modification of any Governmental

Grant; (ii) the imposition of any material limitation on any Governmental Grant or any

material benefit available in connection with any Governmental Grant; (iii) a requirement

that the Company return or refund any benefits provided under any Governmental Grant; or

(iv) an acceleration or increase of royalty payments obligation (including total royalty

amount and royalty rate), or obligation to pay additional payments to any Governmental Authority,

in each case, other than ongoing royalty payments.

Part 6

Employment

58 Employees and terms of employment

(a) Sections

6 and 13.1 of the Data Room contains (i) accurate and complete anonymised details of

the employees and officers of each Group Company including their dates of commencement of

employment or appointment to office, salaries, and other principal terms including all remuneration

(including accrued holiday pay where permitted by law or regulation), and where permitted

by law or regulation participation in benefit schemes such as private medical insurance,

pension, company car, any profit sharing, commission, incentive or discretionary bonus arrangements

to which a Group Company is a party (whether legally binding on each Group Company or not);

(ii) details of all other benefits provided which each Group Company is bound to provide

(whether now or in the future) to each employee or officer; (iii) copies of all standard

form of employment contracts and offer letters used by a Group Company; (iv) copies

of staff/employee handbooks and other material procedures, schemes and policies; and (v) details

of all agreements or other commitments, whether of an individual or collective nature, qualified

or non-qualified, written or oral, funded or unfunded, regarding employee benefits such as

‘employee benefit plans’ as defined in Section 3(3) of ERISA, bonuses,

welfare or ‘fringe’ benefits, severance, health care reimbursement, dependent

care assistance, cafeteria plan, change in control, transaction, profit participation or

other variable remuneration elements, and stock options, stock appreciation rights or similar

rights, other than pensions. No past employee of a Group Company has a right to return to

work or to be reinstated or re-engaged.*

(b) Except

as set forth in the Disclosure Letter or as a result of actions taken by Buyer following

Completion, in connection with the acquisition of the Shares or the performance of this Agreement,

no past or present employees of a Group Company will or might receive any payment or other

benefit in connection with which a Group Company will or could be liable to account for Tax

and no such arrangements exist that could (i) accelerate the time at which any compensation,

benefits or award may become payable, vested or required to be funded in respect of any current

or former service provider of a Group Company, (ii) require any contributions or payments

to fund any obligations under any benefit plan, or (iii) result in the payment of an

‘excess parachute payment’ within the meaning of Section 280G of the Code.*

with respect to any Transaction Bonus which is described in the Disclosure Letter or as a

result of actions taken by Buyer following Completion, the consummation of the Transaction,

other than by reason of any actions taken by any Group Company following Completion, will

not: (i) entitle any current or former Company Employee employed in the United States

to severance pay or any other termination payment from any Group Company; (ii) accelerate

the time of payment or vesting, or increase the amount of, any compensation due to any current

or former Company Employee employed in the United States; or (iii) give rise to the

payment of any amount that would not be deductible pursuant to Section 280G of the Code.*

(d) No person

who has accepted an offer of employment with a Group Company for an annual remuneration in

excess of $150,000 has yet to commence this employment.

59 Remuneration

(a) Except

as Disclosed, no Group Company has any obligation or liability (whether actual or contingent)

in relation to any commission, bonus, deferred remuneration, or share-based incentive (including,

any restricted share, share option, share application or phantom share option).

(b) During

the period to which the Accounts relate and since the Accounts Date (or, where employment

began after the beginning of such period, since the start of the employment) no change or

promise to change has been made in the rate of remuneration, emoluments, pension benefits

or other terms of employment of an officer, ex-officer or senior executive of a Group Company

(a senior executive being a person in receipt of remuneration in excess of $200,000 per annum),

in each case of the foregoing outside the ordinary course of business.

Company is obliged or accustomed to pay anything, other than in respect of remuneration or

pension benefits, to or for the benefit of an officer or employee of a Group Company other

than as Disclosed.

(d) There

are no negotiations outside of the ordinary course of business for any increase in the remuneration

or benefits of an officer or employee of a Group Company with an annual remuneration in excess

of $200,000 which have been finalised since the Accounts Date and which are to take effect

after the date of this Agreement or which are current or pending.

60 Termination of contracts of employment and/or

service

(a) In relation

to employees in the United States of America only, except as required by applicable law or

to the extent set forth in a CBA or a written employment agreement listed in the Disclosure

Letter, all current Company Employees are employed on an at-will basis and may have their

employment terminated by the applicable Group Company at any time, without prior notice,

and without the payment of any amount other than payment of wages earned through the last

day of employment.

(b) Except

as set forth in the Disclosure Letter, the contracts of employment and/or service to which

a Group Company is a party are terminable at any time on three months’ notice or less

(except for the employment of Company Employees located in a jurisdiction with statutory

notice requirements) without compensation (other than compensation in accordance with the

applicable labour laws).

as set forth in the Disclosure Letter, no current senior executive of a Group Company (being

a person who is in receipt of remuneration in excess of $200,000 per annum):*

(i) has given or received notice from such

Group Company terminating or communicating the intent to terminate his employment, except

as expressly set out in this Agreement; or

(ii) so far as the Seller is aware, has threatened

that he intends to terminate or otherwise end his employment/service relationship; or

(iii) is entitled to leave his employment

prematurely or increase in severance payment, as a result of the acquisition of the Shares

or the performance of this Agreement.

(d) So far

as the Seller is aware, no current Company Employee with an annual remuneration in excess

of $150,000 has given notice to terminate their contract of employment or been given notice

of termination by the applicable Group Company within the three months preceding the date

of this Agreement (whether or not such notice has expired).

(e) So far

as the Seller is aware, except as Disclosed, no current officer, senior executive or other

employee of a Group Company is bound by any post-contractual non-competition prohibition

with such individual’s prior employer or other recipient of such individual’s

services (or, in respect of senior executive employees only, a Group Company, other than

as Disclosed).

61 Redundancies

(a) In the

12 months’ period ending with the date of this Agreement, no employee has been made

redundant or has been given notice of redundancy, and no Group Company is obliged or accustomed

to make any payments to any employee or officer of a Group Company by way of enhanced redundancy

payment.

(b) In the

12 months’ period ending with the date of this Agreement, no Group Company has given

notice of any redundancies to the relevant Government authority or started consultations

with any appropriate representatives under the provisions of applicable labour laws, nor

has any Group Company failed to comply in any material respect with any obligation under

the applicable labour laws in this regard.

as set forth in a CBA, no Group Company has a formal written policy, plan or programme of

paying severance pay, or any form of severance compensation, in connection with the termination

of the employment of any Company Employee or the termination of any engagement of any Contingent

Worker.

(d) So far

as the Seller is aware, (i) the Group Companies’ obligations to provide statutory

severance pay to employees who reside or work in Israel or whose employment is otherwise

subject to the laws of the State of Israel pursuant to the Israeli Severance Pay Law, 5723-1963

have been fully funded in accordance with Section 14 of such law (“Section 14

Arrangement”), (ii) each Section 14 Arrangement has been properly established

and maintained in all material respects throughout the life of each such Section 14

Arrangement with respect to the entire period of employment and full salary, and (iii) the

Group Companies will not be required to make any payments pursuant to the Israeli Severance

Pay Law, except for the release of the funds accrued in accordance with any applicable Section 14

Arrangement.

(e) Except

as set forth in the Disclosure Letter, no Group Company has, within the past three years,

experienced a “plant closing,” “business closing,” or “mass

layoff” as defined in the WARN Act affecting any site of employment of a Group Company

within the United States or one or more facilities or operating units within any site of

employment or facility of a Group Company, and, during the ninety (90) day period preceding

the date hereof, no Company Employee has suffered an “employment loss,” as defined

in the WARN Act, with respect to any Group Company. The Disclosure Letter sets forth for

each United States Company Employee who has suffered such an “employment loss”

during the ninety (90) day period preceding the date hereof: (i) the name of such employee,

(ii) the Group Company who is the employee’s employer of record; (iii) the

date of hire of such employee, (iv) such employee’s regularly scheduled hours

over the six (6) month period prior to such “employment loss,” (v) the

reason for the “employment loss,” and (vi) such employee’s last job

title(s), location, and department(s).

62 Employee and industrial relations

(a) There

is no material outstanding claim or liability against a Group Company by any director (or

former director), an employee, former employee, contractor or contract worker (existing or

former), consultant or former consultant and, so far as the Seller is aware there are no

circumstances which may give rise to any such claim or liability. With respect to any director,

former director, officer, ex-officer or senior executive of a Group Company (a senior executive

being a person in receipt of remuneration in excess of $200,000 per annum), there is no outstanding

claim or liability against a Group Company by any such individual and, so far as the Seller

is aware there are no circumstances which may give rise to any such claim or liability.

(b) There

is no, and during the past three years there has been no, labour strike, picketing of any

nature or lockout pending or, so far as the Seller is aware, threatened, against or affecting

the business of any of the Group Companies.

is no, and during the past three years there has been no, material labour dispute, work stoppage,

slowdown or any other material concerted interference with normal operations, pending or,

so far as the Seller is aware, threatened, against or affecting the business of any of the

Group Companies. The Disclosure Letter sets forth each Union purporting to act as the exclusive

collective bargaining representative of any current Company Employee or current Contingent

Worker. The Disclosure Letter sets forth all CBAs in effect in the past three years.

(d) Except

as set forth in the Disclosure Letter, no Group Company has a duty to bargain with, or otherwise

deal with, any Union representing any current Company Employees or current Contingent Workers

with respect to the wages, hours or other terms and conditions of employment of any current

Company Employee or current Contingent Worker.

(e) So far

as the Seller is aware, except as set forth in the Disclosure Letter, no Union claims or

demands to represent any current Company Employees or current Contingent Workers, there are

no organisational campaigns in progress with respect to any current Company Employees or

current Contingent Workers and no question concerning representation of such individuals

exists.

(f) There

are no work rules or practices agreed to with any Union, except as specifically stated

in the CBAs listed in the Disclosure Letter, that are binding on any Group Company, or with

respect to any current Company Employee or current Contingent Worker.

(g) In the

12 months’ period ending with the date of this Agreement, no Group Company has engaged

in any unfair labour practice.

(h) There

is no unfair labour practice charge or complaint pending, or so far as the Seller is aware,

threatened against or otherwise affecting the operations of any Group Company.

(i) No grievance

brought by a Union or pursuant to a CBA is pending or, so far as the Seller is aware, threatened

which, if adversely decided, could have a material adverse effect.

(j) No Group

Company: (i) is delinquent in any obligation to make a payment or contribution to any

person (including, for the avoidance of doubt, to any third-party benefit fund) as required

under the terms of any CBA; and (ii) has performed any work on a non-union basis within

the scope of work and territory covered by any CBA that would constitute a violation of such

CBA, taking into account any geographic scope, work jurisdiction, travellers clauses, or

similar clauses in such CBA. Except as set forth and specified in the Disclosure Letter,

no Group Company has assigned its collective bargaining rights under a current CBA to any

third party or organisation.

(k) Within

the last three years, no Group Company has received any claim or demand by any governmental

body or authority, Union, Multiemployer Plan or auditor claiming that a Group Company has

maintained any improper, invalid or indefensible “double-breasted operation,”

including, without limitation, any such claim or demand containing allegations that, if true,

would: (i) constitute a breach of any CBA; (ii) result in the extension of a Union’s

representation to a current Company Employee not represented by such Union; (iii) result

in any current Company Employee being covered by any CBA who was not treated as having been

covered by such CBA; or (iv) result in the extension of any term of, or obligation under

any CBA (including, without limitation, any obligation to contribute to any Multiemployer

Plan) to a current Company Employee who was not treated as having been covered under such

CBA.

(l) No disciplinary

or grievance issue has been reported to a representative of any Group Company by or against

any employee or any allegation of discrimination, harassment or bullying within the last

12 months.

(m) So far

as the Seller is aware, within the last three years: (i) no Company Employee or Contingent

Worker has made any allegation of sexual harassment against any other Company Employee or

Contingent Worker; and (ii) no Group Company has entered into any settlement agreement

related to allegations of sexual harassment made by a Company Employee or Contingent Worker.

So far as the Seller is aware, there is no, and during the last three years there has been

no, consensual or non-consensual sexual relationship between: (i) any beneficial owner,

officer or executive-level employee of any Group Company on the one hand, and any current

or former Company Employee or Contingent Worker on the other hand; or (ii) between any

supervisory employee of any Group Company on the one hand, and any current or former Company

Employee or Contingent Worker within the same reporting structure on the other hand.

(n) No Group

Company nor any of its current employees is involved in an existing, pending or, so far as

the Seller is aware, threatened industrial dispute.

(o) There

is no material outstanding claim by any employee or former employee or any Union. No material

disputes or court proceedings (including conciliation board proceedings) have during the

three years preceding the date of the Agreement arisen between any Group Company and any

material number or category of employees or former employee or any Union and, so far as the

Seller is aware there are no circumstances which may give rise to any such claim.

(p) During

the three years preceding the date of the Agreement, no Group Company has been affected by

any strikes, work stoppages or lockouts in each case of their own personnel.

(q) No Group

Company recognises, or has in the last six months received a request for recognition of,

a trade union for the purposes of collective bargaining in relation to any of its employees.

(r) There

is no Union convened for the purpose of providing information to or consulting with employees

of a Group Company which represents or is elected by its employees. So far as the Seller

is aware, there are no indications that a works council is currently being established in

any Group Company.

(s) Except

as set forth in the Disclosure Letter, there are no agreements or arrangements between a

Group Company and a Union.

(t) Except

as set forth in section 6.6 of the Data Room, no Group Company is bound by any collective

bargaining agreement and there are no collective bargaining agreements (Tarifverträge)

which are applied at a Group Company.

(u) So far

as the Seller is aware, neither the Seller nor any Group Company has or is subject to any

extension order (tzavei harchava) in Israel (other than extension orders applicable

to all employees that reside or work in Israel).

(v) So far

as the Seller is aware, no current or former employee or consultant of any Group Company

owns any IPR that has been developed during the course of their employment or consultancy

engagement with a Group Company, and all such rights are the exclusive property of the relevant

Group Company, including the right to transfer, license and modify such IPR.

(w) No action

for protection against dismissal or other action of former or current officers, senior executives

or former or current other employees against an individual Group Company is pending before

a court and, so far as the Seller is aware, no action for protection against dismissal or

other action of former or current officers, senior executives or former or current other

employees has been threatened vis-à-vis a Group Company until the date of this Agreement.

(x) No Group

Company currently employs any freelancers or other third-party personnel (in particular consultants,

self-employed persons, recruitment agencies, work and service providers, temporary workers).

All consultants, self-employed persons, and work and service providers work free of instructions

and are not classified as employees or persons similar to employees. The respective employee

leasing company has the respective required employee leasing permit. There is no employment

relationship between a temporary worker and a German Group Company, and no managerial employee

or other employee of a German Group Company is leased to a third party within the meaning

of the German Personnel Leasing Act (Arbeitnehmerüberlassungsgesetz - AÜG).

Each German Group Company has materially complied with all applicable provisions of the German

Personnel Leasing Act in connection with the employment of temporary workers.

(y) No German

Group Company is party to any agency or similar distribution agreements which could oblige

a Group Company to make compensation payments or similar claims pursuant to or analogous

to section 89b German Commercial Code (Handelsgesetzbuch – HGB).

(z) In the

last five (5) years prior to the date of this Agreement each Group Company has fulfilled

all claims and obligations due up to the date of this Agreement towards social security contributions

and tax authorities.

63 Legislation and regulations affecting employees

(a) Except

as set forth in the Disclosure Letter: (i) each Group Company is, and during the past

six years has been, in compliance in all material respects with all applicable laws and regulations

relating to labour and employment matters including laws and regulations concerning human

rights, pay equity, fair employment practices, workplace safety and health, workers’

compensation, unemployment insurance, terms and conditions of employment, immigration and

work authorisation, classification as exempt/non-exempt for purposes of the United States

Fair Labour Standards Act and analogous state and local laws and regulations, classification

as independent contractors or employees, data privacy, drug screening, background checks,

and wages and hours; (ii) no Group Company is delinquent in any payments to any Company

Employee or Contingent Worker for any wages, salaries, commissions, bonuses, fees or other

compensation due with respect to any services performed for it to the date hereof or amounts

required to be reimbursed to such Company Employees or Contingent Workers; (iii) there

are no, and within the last three years there have been no Proceedings pending or, so far

as the Seller is aware, threatened against any Group Company with respect to employment or

labour matters; (iv) there are no, and within the last three years there have been no

formal or informal internal complaints with respect to employment or labour matters (including

allegations of employment discrimination, sexual or other discriminatory harassment, sexual

assault, retaliation or unfair labour practices) made by any Company Employee or Contingent

Worker; (v) none of the employment policies or practices of any Group Company is currently

being audited or investigated, or so far as the Seller is aware, subject to imminent audit

or investigation by any governmental body or authority; and (vi) no Group Company is,

or within the last three years has been, subject to any order, decree, injunction or judgment

by any governmental body or authority or private settlement contract in respect of any labour

or employment matters.

(b) The Group

Companies: (i) have withheld and reported all amounts required by applicable laws and

regulations or by contract to be withheld and reported with respect to wages, salaries and

other payments to Company Employees and Contingent Workers; (ii) are not liable for

any arrears of any Taxes or any interest, fine or penalty for failure to comply with any

of the foregoing; and (iii) are not liable for any payment to any trust or other fund

governed by or maintained by or on behalf of any governmental body or authority with respect

to unemployment compensation benefits, social security or other benefits or obligations for

employees or former employees.

Group Company has not (i) entered into an employment agreement and established an employment

relationship after 31 July 2022, or (ii) entered into an employment agreement prior

to 31 July 2022, and established an employment relationship commencing after 1 August 2022,

without having notified the senior executives or other employees of the respective Group

Company of their material terms and conditions of employment in accordance with the German

Evidence Act (NachwG - Nachweisgesetz).

(d) Each

Group Company has complied in all material respects with all relevant orders and awards made

under all legislation affecting the conditions of service of its employees and officers.

All appropriate notices have been issued under all statutes, regulations and codes of conduct

in respect of relations between it and its employees or any recognised Union.

(e) No contract

of service exists between a Group Company and a director or employee in relation to which

the requirements of section 188 Companies Act 2006 have not been fulfilled.

(f) Each

Group Company has not and does not recruit any child labour.

(g) Each

Group Company has complied with all immigration requirements in any relevant jurisdiction

in relation to the employment or engagement of any person who is not a citizen of the country

of his employment or work.

(h) No employee

has limited leave to remain in the country of his employment or work or is subject to any

other form of immigration control.

(i) Within

the last three years, no orders or recommendations have been made by the Equality and Human

Rights Commission, the Commission for Racial Equality, the Disability Rights Commission,

the Equal Opportunities Commission, any other equivalent commission, any employment tribunal

or any court which directly or indirectly involve a Group Company, nor have any investigations

under applicable statutes been carried out nor are there any facts known to a Group Company

which might suggest that there may be any complaints or proceedings pending against it.

(j) Within

the last three years, no recommendations have been made to a Group Company by any regulatory

body, committee, tribunal or court with respect to workplace relationships and there have

not been any awards or declarations affecting a Group Company made by any regulatory body,

committee, tribunal or court in this regard.

Part 7

Pensions

64 Pensions, life and health benefits

(a) The Group

sponsors, maintains or participates in the:

(i) in respect of certain Group Companies

incorporated in the United Kingdom, AVO International Pension Scheme (the “DB Scheme”);

(ii) healthcare cash plan, private medical

insurance, and eye care program;

(iii) in respect of certain Group Companies

incorporated in Germany, pension commitments covering two current and former German Company

Employees (the “German Scheme”);

(iv) in

respect of a Group Company incorporated in France, statutory retirement benefits that pay

a lump sum on retirement based on compensation and service (the “French Scheme”);

(v) in respect of certain Group Companies

incorporated in India, statutory gratuity benefits that pay a lump sum on termination of

employment or retirement based on compensation and service (the “Indian Scheme”);

(vi) in respect of certain Group Companies

incorporated in Sweden, retirement pension, waiver of premium insurance, disability pension,

occupational injury insurance, transition support and severance compensation and part time

pension contributions;

(vii) in respect of a Group Company incorporated

in Canada, group retirement savings plan (Canada Life); and

(viii) life insurance (death in service),

company car/car allowance, cycle to work scheme, electric vehicle car scheme, public transport

season ticket loan, discretionary bonus, contractual bonus, long service awards, professional

fees reimbursement, education assistance programme, birthday leave, annual leave purchase

scheme, one-off special leave, rewards platform (My Megger), subsidized canteen, and free

sanitary products,

(together the “Disclosed Schemes”).

The Data Room includes information which accurately describes each jurisdiction in which the Disclosed Schemes are sponsored, maintained

or participated in by each Group Company.

(b) Apart

from the Disclosed Schemes, immaterial fringe benefits or as required pursuant to applicable

law:

(i) No Group Company is under any obligation

or a party to any ex gratia arrangement to pay any pensions, life assurance, medical or disability

benefits to or in respect of any of its past or present officers or employees or any dependant

of them or any other person; and

(ii) No Group Company has any actual or contingent

liability to contribute to or make any payment (and there are no circumstances which could

give rise to such a liability) on behalf of any Company Employee in connection with any personal

pension plan, occupational pension scheme or any other retirement, pension, death benefit,

medical benefit or disability arrangement or has made a promise or proposal to establish

any such arrangement.

Company has made a binding promise or proposal to materially change or materially increase

any benefit under the Disclosed Schemes.

65 Disclosed Scheme documents

(a) Full

details of the Disclosed Schemes are contained in sections 6.2, 6.3 and 6.4 of the Data Room

and, so far as the Seller is aware, there are no other deeds or documents currently governing

the Disclosed Schemes.

(b) In respect

of the DB Scheme the following documents are provided in section 6.3 of the Data Room:

(i) the latest actuarial certificate;

(ii) the last actuarial valuation and any

funding reviews prepared in the last year (whether in draft or in final form) together with

any subsequent actuarial advice or recommendations given in relation to the DB Scheme;

(iii) the audited accounts for 2023 and 2025

financial years;

(iv) the identity of the principal employer

and all participating employers; and

(v) the identity of the current trustees.

supplied for the purposes of the last actuarial valuation or funding review of the DB Scheme

was true and complete in all material respects.

(d) So far

as the Seller is aware, the booklets relating to each Disclosed Scheme are in the form provided,

and are an accurate and complete description of the Disclosed Scheme as it exists and is

now operated, and of the benefits provided or to be provided under it.

66 Compliance and disputes

(a) The DB

Scheme does not hold any employer related investments beyond the level permitted under section

40 Pensions Act 1995 and the related regulations.

(b) In respect

of the Disclosed Schemes there are no civil, criminal or arbitration proceedings, claims

or disputes in progress, pending or, so far as the Seller is aware, threatened (other than

routine claims for benefits) against the Seller, the trustees or administrators of the Disclosed

Schemes, any employer which participates or has participated in them, or a person any of

them are or may be liable to indemnify or compensate. So far as the Seller is aware there

are no circumstances which might give rise to any such claims.

employee of a Group Company is receiving any permanent disability benefit or has made a claim

in respect of such benefits in relation to any permanent health insurance scheme or in the

12 months’ period ending with the date of this Agreement had such a claim refused by

any of the Group Company.

(d) The Disclosed

Schemes comply with and have at all times been administered in all material respects in accordance

with all applicable laws, regulations and requirements.

(e) Each

Group Company that has jobholders (as defined in the Pensions Act 2008) in the United Kingdom

has at all times materially complied with its automatic enrolment obligations as required

by the Pensions Act 2008 and associated legislation.

(f) The Disclosed

Schemes, as applicable, are registered pension schemes for the purpose of chapter 2 of part

4 of the Finance Act 2004 and so far as the Seller is aware there is no reason why HMRC might

de-register the Disclosed Schemes.

(g) No employee

or former employee of a Group Company has been excluded from, or has had benefits limited

under, the Disclosed Schemes, whether directly or indirectly in circumstances that could

reasonably be expected to give rise to either direct or indirect unlawful discrimination,

and so far as the Seller is aware, every person who is currently entitled to membership of

the Disclosed Schemes has been invited to join from the date on which he became entitled.

67 Contributions and premiums

All contributions, tax, expenses and

premiums due to or in respect of the Disclosed Schemes from a Group Company or an employee or former employee of a Group Company were

paid when they fell due, and in accordance with applicable law.

68 Benefits

(a) All benefits,

whether in lump sum or pension form (other than refunds of contributions) payable under the

Disclosed Schemes on the death in service of a member or during periods of sickness or disability

are fully insured under a policy effected with an insurance company of good repute and each

member has been covered for insurance by the insurance company at its normal rates and on

its normal terms for persons in good health, and all insurance premiums have been paid. The

Seller is not aware of any ground on which the insurance company concerned might avoid liability

under a policy or contract.

(b) The amount

of benefits payable to and in respect of members of the Disclosed Schemes other than the

DB Scheme, the German Scheme, the French Scheme and the Indian Scheme (other than insured

lump sum death in service benefits) is based solely on the amount of the accumulated contributions

made by and in respect of the member and the investment returns on them.

or discretion has been exercised under the Disclosed Schemes to augment benefits, provide

new or additional benefits, or admit an employee who would not otherwise be eligible for

membership, other than where required pursuant to applicable law or regulation. No undertaking

or assurance (whether legally enforceable or not) has been given to any employee or former

employee of any Group Company or any dependant of any of them or any other person as to the

introduction, improvement or increase of any benefit under the Disclosed Schemes or the continuation

of the Disclosed Schemes, or any alteration to, or exception from, their terms. There is

no arrangement (whether legally enforceable or not) to introduce, improve or increase any

benefit under the Disclosed Schemes or otherwise on an employee ceasing employment with a

Group Company at the request of the Group Company.

(d) No employee

of a Group Company has a right to an early retirement pension under the Disclosed Schemes

without the consent of his employer or the principal employer.

69 Defined benefit pension scheme liabilities*

(a) There

are not and have not been any circumstances which could give rise to a material liability

to a Group Company, as applicable, under sections 227 or 231 of the Pensions Act 2004 or

sections 75 or 75a of the Pensions Act 1995.

(b) No Group

Company has at any time(as applicable):

(i) been associated or connected with (such

terms having the meaning given to them for the purposes of the anti-avoidance provisions

in sections 38 to 51 of the Pensions Act 2004) any other company that has been the principal

employer or a participating employer in an occupational defined benefit pension scheme other

than the DB Scheme;

(ii) been the principal employer or a participating

employer in an occupational defined benefit pension scheme other than the DB Scheme; and

(iii) had a financial support direction or

a contribution notice (as defined in sections 38 to 51 of the Pensions Act 2004) imposed

on it by the Pensions Regulator and the Seller is not aware of any circumstances that could

reasonably be expected to give rise to the imposition of a financial support direction or

a contribution notice on any Group Company.

as the Seller is aware, no event has occurred, or may occur on, or as a result of, Completion

which would or could entitle any person or body of persons to wind up, terminate or close

the DB Scheme in whole or in part, without the consent of the Buyer.

70 Benefits for United States Employees*

(a) The Group

participates in the following for the benefit of United States based employees:

(i) Megger Savings Plan (the “401(a) Pension

Scheme”);

(ii) medical insurance (PPO, HCA/HRA, and

HSA plans), dental insurance, vision insurance, telemedicine services, health savings accounts,

health reimbursement accounts, health care flexible spending accounts, dependent care flexible

spending accounts, and a wellness program; and

(iii) basic and supplemental life insurance,

basic and voluntary accidental death and dismemberment insurance, short-term and long-term

disability insurance, voluntary accident insurance, voluntary critical illness insurance,

voluntary hospital indemnity insurance, employee assistance program, disability resource

services program, group legal services plan, identity theft protection, educational assistance

program, and paid time off,

(together the “US Disclosed

Schemes”).

(b) Each

401(a) Pension Scheme is so qualified and has received a favourable determination from

the IRS, or with respect to a prototype or volume submitter plan, can rely on an opinion

or advisory letter from the IRS to the prototype or volume submitter plan sponsor, to the

effect that such plan is so qualified and that the plan and the trust related thereto are

exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of

the Code. So far as the Seller is aware, nothing has occurred that could reasonably be expected

to adversely impact the qualified status of any such plan intended to be qualified under

Section 401(a) of the Code or the exemption of any related trust.

are no pending or, so far as the Seller is aware, threatened claims against or involving

any Group Company Plan (as defined below) and, so far as the Seller is aware, no facts exist

that could reasonably be expected to give rise to any dispute involving any Group Company

Plan, other than routine claims for benefits and domestic relations order proceedings. No

Group Company Plan is, or was during the last three (3) years, the subject of an audit

or other inquiry from the IRS, U.S. Department of Labor, PBGC or other Authority, nor is

any Group Company Plan subject to any active filing under any voluntary compliance, amnesty,

closing agreement or other similar programme sponsored by any Authority, and no completed

audit, compliance filing or closing agreement has resulted in the imposition of any material

Tax, interest or penalty that has not been satisfied.

(d) With

respect to such agreement or commitment listed in paragraph 1(a) of Part 6 (Employment )

that is sponsored, maintained or contributed to by the Group Companies or any ERISA Affiliate

or with respect to which the Group Companies have or may have any current or future liability,

contingent or otherwise, in each case, in respect of United States based employees and the

US Disclosed Schemes (collectively, the “Group Company Plans”):

(i) such Group Company Plan has been established,

administered, operated, and maintained in material compliance with its terms, ERISA, the

Code and any other applicable laws. The Group Companies have no direct or indirect material

liability under the requirements provided by any and all statutes, orders or governmental

rules or regulations, including but not limited to ERISA, COBRA, HIPAA and the Code.

With respect to each Group Company Plan, so far as the Seller is aware, no prohibited transactions

(as defined in ERISA Section 406 or Section 4975 of the Code) for which an applicable

statutory or administrative exemption does not exist have occurred and no breaches of any

of the duties imposed on Group Company Plan fiduciaries by ERISA with respect to the Group

Company Plans have occurred that could result in any material liability or excise Tax under

ERISA or the Code being imposed on the Group Companies. Neither the Group Companies nor any

of their directors, officers, employees or any plan fiduciary has any material liability

for failure to comply with ERISA, HIPAA, COBRA or the Code for any action or failure to act

in connection with the administration or investment of any Group Company Plan. Each Group

Company Plan may be amended or terminated by the Seller or the Buyer on or at any time after

the Completion Date without material liability to the Seller or the Buyer other than as required

by applicable law and administrative expenses associated therewith. None of the rights of

the Group Companies under a Group Company Plan will be materially impaired by the consummation

of the transactions contemplated by this Agreement;

(ii) all contributions to each Group Company

Plan have been made on a timely basis in accordance with applicable law, including ERISA.

All insurance premiums have been paid in full, subject only to normal retrospective adjustments

in the ordinary course, with regard to the Group Company Plans for policy years or other

applicable policy periods ending on or before the Completion Date;

(iii) no Group Company Plan provides life,

health or other welfare benefits to former or retired employees of the Group Companies or

any ERISA Affiliate, and neither the Group Companies nor any of its ERISA Affiliates has

any liability or obligation to provide life, medical or other welfare benefits to former

or retired employees, other than pursuant to COBRA or similar state laws that require limited

continuation of coverage for such benefits. No Group Company Plan provides benefits to any

individual who is not a current or former employee of the Group Companies, or a dependent

or beneficiary of any such current or former employee. Each individual who is classified

by the Group Companies as an independent contractor has been properly classified for purposes

of participation and benefit accrual under each Group Company Plan;

(iv) so far as the Seller is aware, each Group

Company Plan that is a “nonqualified deferred compensation” plan within the meaning

of Section 409A of the Code has been operated and administered in compliance with Section 409A

of the Code and has been in documentary compliance with Section 409A of the Code. No

award (and no agreement or promise by the Group Companies to make an award) under any Group

Company Plan that provides for the granting of equity, equity-based rights, equity derivatives

or options to purchase equity has been backdated or has been granted with a purchase price

that is less than the fair market value of such equity as of the applicable grant date to

the extent required for such award to be exempt from, or compliant with, Section 409A

of the Code. Neither the Group Companies nor any of its ERISA Affiliates has any (i) liability

for withholding taxes or penalties due under Section 409A of the Code or (ii) obligation

to indemnify or gross-up for any Taxes imposed under Section 409A or 4999 of the Code.

The Group Companies have received, from each service provider or former service provider

who holds an outstanding equity interest that is subject to a substantial risk of forfeiture

as of the date hereof, if any, a copy of the election(s) made under Section 83(b) of

the Code with respect to all such outstanding equity interests, and, so far as the Seller

is aware, such elections were validly made and filed with the IRS in a timely fashion; and

(v) the Group Companies, their ERISA Affiliates,

and each Group Company Plan have been and are in material compliance with the ACA, including,

without limitation, compliance with all filing and reporting requirements, all waiting periods,

and the offering of affordable health insurance coverage compliant with the ACA to all employees

and contractors who meet the definition of a full-time employee under the ACA, such that

there is no reasonable expectation that any material Tax or penalty could be imposed pursuant

to the ACA. So far as the Seller is aware, no condition exists that could reasonably be expected

to cause the Group Companies or any of their ERISA Affiliates to have any material liability

for any assessable payment, taxes, or other penalties under Section 4980H of the Code

or otherwise under the ACA or in connection with requirements relating thereto. So far as

the Seller is aware, no event has occurred, or condition exists that could reasonably be

expected to subject the Group Companies or any of their ERISA Affiliates to have any material

liability on account of a violation of the health care requirements of Part 6 or 7 of

Title I of ERISA or Section 4980B or 4980D of the Code. The Group Companies and each

of their ERISA Affiliates are in material compliance with and maintain records that are sufficient

to satisfy the reporting requirements under Sections 6055 and 6056 of the Code, to the extent

required, for all periods of time up to and through the Completion Date. Neither the Group

Companies nor any of their ERISA Affiliates has modified the employment or service terms

of any employee or service provider for the purposes of excluding such employee or service

provider from full-time status for purposes of ACA.

(e) In the

past six years, no Group Company nor any ERISA Affiliate has maintained, contributed to,

participated in, sponsored, or otherwise had any liability with respect to (a) a multiemployer

plan as defined in Section 3(37) of ERISA, (b) an employee benefit plan subject

to Title IV or Section 302 of ERISA or Sections 412 or 4971 of the Code, (c) a

“multiple employer plan” within the meaning of Sections 201, 4063, or 4064 of

ERISA or Section 413(c) of the Code, (d) a “multiple employer welfare

arrangement” within the meaning of Section 3(40) of ERISA, (e) a voluntary

employees’ beneficiary association within the meaning of Section 501(c)(9) of

the Code, or (f) a self-funded or self-insured group health plan.

71 Beckmann warranty

No employee or former employee of any

Group Company has any rights in connection with an occupational pension scheme (as defined by section 1 of the Pension Schemes Act 1993)

which have become obligations or liabilities of any Group Company pursuant to the Transfer of Undertakings (Protection of Employment)

Regulations 1981 or the Transfer of Undertakings (Protection of Employment) Regulations 2006 or the Acquired Rights Directives (EC Directive

2001/23/EC).

Part 8

Properties

72 Title*

(a) A Group

Company is the sole legal and beneficial owner of each of the Owned Properties.

(b) As far

as the Seller is aware, the information contained in Schedule 9 (Material Properties)

is complete and accurate, all leaseholds listed therein are in full force and effect and

each Group Company is in the possession of the underlying original documents relating hereto.

to each Lease, each relevant Group Company has a valid and binding leasehold interest in,

or license in respect of, the Leased Property subject of the Lease, free and clear of all

Encumbrances.

(d) Each

Lease is a valid, legal and binding agreement of the relevant Group Company enforceable against

the relevant Group Company and, to Seller’s knowledge, each other party thereto, in

accordance with its terms.

(e) A Group

Company has a good and marketable title to each of the Owned Properties.

(f) The Properties

comprise all the properties owned, occupied or otherwise used by a Group Company in connection

with their business or in which a Group Company has any interest. No Group Company is a party

to any option or other contract to purchase any real property or interest therein.

(g) The occupation

or use by each Group Company of the Properties is by right of ownership or under the applicable

Lease, the terms of which permit such occupation or use.

73 Encumbrances*

(a) Each

of the Properties has the benefit of all rights necessary for their existing use and enjoyment

and such rights are held for the same estate and interest as the estate or interest of a

Group Company in each of the Properties and are enjoyed without interruption and no third

party has any right to restrict or otherwise interfere with the exercise of such rights and

easements. Where any such right requires protection (in order to bind all other persons)

in order for the relevant Group Company to enjoy the use of such Property, such protection

has been properly effected and is still valid.

(b) Each

of the Owned Properties is free from Encumbrances nor is there any agreement or commitment

to create any in relation to any of the Owned Properties.

of the Owned Properties is subject to outgoings, with the exception of usual market costs

including business rates, water rates, utility charges and insurance premiums and where applicable,

rent and service charges.

(d) None

of the Owned Properties is subject to any matter which would adversely affect the title of

a Group Company to any of the Owned Properties nor its use and enjoyment of any of the Owned

Properties nor is there any agreement or commitment to create (or any acquiescence in) any

of them in relation to any of the Owned Properties.

(e) There

is no condemnation, expropriation or other proceeding in eminent domain pending or, to Seller’s

knowledge, threatened, affecting any Owned Properties or any portion thereof or interest

therein.

(f) Where

any of the matters referred to in paragraph 2(a) and paragraph 2(d) have

been disclosed in the Disclosure Letter, the obligations and liabilities imposed and arising

under them have been performed and discharged in full and on time, no such obligations or

liabilities have been waived and no payments in respect of them are outstanding.

74 Leasehold properties

(a) True,

correct, and complete copies of each lease, including all amendments, modifications, extensions,

renewals, guarantees, subordination agreements and other agreements with respect thereto

have been Disclosed.

(b) The Leases

are legal, valid, binding, in full force and effect and enforceable in accordance with their

terms. The Leases have been adequately stamped (if required) and duly registered (if required),

in each case, in compliance with applicable law. All covenants relating to each Lease have

been properly performed and observed by the relevant Group Company in all material respects,

and no Group Company has received a written notice of any outstanding breach of covenant

in respect of any such Lease.

Company has fully discharged its obligations (including payment of the agreed rent, fees

and other dues) in all material respects and observed and performed the covenants contained

in the Leases in all material respects (which expressions in this paragraph includes underleases)

and all the Leases are in full force.

(d) (i) There

are no disputes to which a Group Company is party with respect to any Lease. (ii) None

of the Group Companies, nor to Seller’s knowledge, any other party to any Lease, is

otherwise in material breach or default under such Lease and, to the knowledge of Seller,

no event has occurred or circumstance exists which, with the delivery of notice, the passage

of time or both, would constitute such a material breach or default, or permit the termination,

modification or acceleration of rent under any Lease. (iii) No security deposit or portion

thereof deposited with respect to any Lease has been applied in respect of a breach or default

thereunder which has not been redeposited in full. (iv) The possession and quiet enjoyment

of the Leased Properties under each Lease has not been disturbed.

(e) Any consents

and approvals required from the landlords and any superior landlords or any other bodies

under the Leases required for the relevant Group Company to utilise the property the subject

of the Lease have been obtained, and the covenants on the part of the tenant contained in

those consents and approvals have been duly performed in full and on time in all material

respects.

(f) All buildings,

structures, improvements, fixtures, building systems and equipment, and all components thereof

included in the Properties (the “Improvements”) are in good and substantial

operating condition and repair, are sufficient for the business of each Group Company and

have been constructed in compliance with all applicable laws including any layout plan approved

by the relevant Governmental Entity (as applicable), in each case in all material respects,

and the same is certified for occupation. There are no major structural or electrical deficiencies

affecting any of the Improvements and there are no facts or conditions affecting any of the

Improvements which would, individually or in the aggregate, interfere in any material respect

with the use or occupancy of the Improvements, or any portion thereof, in the current operation

of the business of any Group Company. No obligation exists on the part of any Group Company

to carry out material improvements or repairs on all or part of the Properties and no orders

or instructions have been received by any Group Company with respect to any such improvements

or repairs. The present use of the Properties and Improvements conforms in all material respects

to all applicable building codes, safety, planning, zoning and other applicable laws. The

Properties have proper unencumbered and direct or indirect unhindered access to main public

roads free from Encumbrances. There are no disputes with neighbouring owners with respect

to boundary walls and fences, or with respect to easements or rights over or means of access

to the Owned Properties. Each of the Owned Properties enjoys the main services of water,

drainage, electricity and gas.

75 Planning matters

(a) The present

use of each of the UK Properties is the permitted use for the purposes all relevant planning

legislation and no such use is stated to be personal. Such permissions have all been granted

without any further requirements or only with the minimum economically reasonable requirements,

conditions or similar that have already been fulfilled.

(b) Each

Group Company has complied and is complying in all material respects with:

(i) the terms of all planning legislation,

regulations, agreements and permissions relating to each of the UK Properties; and

(ii) no enforcing authority has commenced

or threatened any proceedings for a breach of any of the foregoing.

regulation consents and/or any other similar consent that are required by applicable law

have been obtained with respect to all development of and alterations and improvements to

the Properties. Such consents have all been granted without any further requirements or with

the minimum economically reasonable requirements, conditions or similar and have already

been fulfilled.

76 Adverse orders

There are no closing, demolition or

clearance orders or enforcement notices affecting the Properties and there is nothing likely to lead to any being made.

77 Other information in respect of the Properties

(a) The buildings

and other structures on or comprising the Properties

(i) are in good and substantial repair and

fit for the purposes for which they are used;

(ii) comply, and have been maintained in accordance

with, in all material respects, all applicable building safety requirements.

(b) None

of the buildings or structures on the Properties:

(i) has been affected by structural damage

or electrical defects or by timber infestation or disease;

(ii) contains in its fabric high alumina cement,

blue asbestos, calcium chloride accelerator, wood wool slabs used as permanent shuttering

or other deleterious material; or

(iii) where applicable, is a “higher-risk”

building or a “relevant building” as defined, respectively, by section 65 and

section 177 of the Building Safety Act 2022.

of the Properties is located in an area or subject to circumstances particularly susceptible

to flooding or is affected by past or present mining activity or unexploded ordnance.

(d) Neither

the current use of the Properties nor the operations of the Group Companies thereon violate

any instrument of record or any other agreement affecting the Properties or any applicable

law, regulation or court order.

Schedule 6 : Business

Warranties

Part 9

Tax*

78 Definitions

In addition to the definitions in Clause

1 (Definitions and interpretation), in this Schedule 6, Part 9 (Tax) the following definitions apply:

“CFA 2017” means

Criminal Finances Act 2017.

“Covid Measure”

means any measure, benefit, postponement or scheme introduced, in each case in relation to Tax:

(a) under the Coronavirus Act 2020;

(b) under the Coronavirus Aid, Relief, and

Economic Security Act (Pub. L. 116-136) or any amendment or successor provision thereto;

the United Kingdom, United States or elsewhere.

“CTA 2009”

means Corporation Tax Act 2009.

“CTA 2010” means

Corporation Tax Act 2010.

“FA 2003” means

Finance Act 2003.

“Pillar 2” means

the framework of rules (referred to therein as the Global Anti-Base Erosion Rules) contained in the OECD’s document entitled

“Tax Challenges Arising from the Digitalisation of the Economy - Global Anti-Base Erosion Model Rules (Pillar Two)”,

as originally approved by the OECD/G20 Inclusive Framework on BEPS on 14 December 2021 and as amended by the OECD/G20 Inclusive

Framework on BEPS from time to time.

“SDLT” means stamp

duty land tax.

“Tax Return” means

any report, return, computation, notice, declaration, statement or other information supplied or required to be supplied to a Tax Authority

in connection with Tax, including any amendments, estimated returns, claims for refund, information statements, attachments and reports

of every kind with respect to Tax.

“VAT” means value

added Tax or any similar or substituted turnover or sales Tax, and use Tax, whether imposed by the United Kingdom, United States or elsewhere.

“VATA” means Value

Added Tax Act 1994.

79 Administration

(a) All Tax

Returns and any other information required to be submitted, or prepared for submission, to

any Tax Authority by each Group Company in the last six (6) years:

(i) have, where required, been submitted within

applicable time limits;

(ii) were accurate, complete and in compliance

with legal requirements in all material respects; and

(iii) are not the subject matter of any enquiry,

investigation, audit or review by any Tax Authority.

Schedule 6 : Business

Warranties

(b) No Group

Company has, in the last six (6) years, been (nor, so far as the Seller is aware, is

reasonably likely to be) involved in any enquiry or non-routine audit by or dispute with

any Tax Authority and no Tax Returns of any Group Company have, in the last six (6) years,

been disputed or subject to investigation (or, so far as the Seller is aware, are reasonably

likely to be disputed or subject to investigation) by any Tax Authority.

which has become due from any Group Company in the last six (6) years has been duly

paid within the applicable time limit.

(d) Each

Group Company has, in the last six (6) years, complied in all material respects with

all Tax legislation and regulations relating to the deduction of Tax from payments made by

it.

(e) The Accounts

make full provision or reserve, in accordance with generally accepted accounting practice,

for all Tax for which the Group Companies are liable as at the Accounts Date.

(f) No Group

Company has, in the last six (6) years, been required to pay any penalty or material

amount of interest in respect of Tax.

(g) Each

Group Company maintains and has kept and maintained within the applicable time limits, complete

and accurate records, invoices and other information relating to Tax, including keeping and

preserving all records it is required to keep or preserve under any Tax statute, which are

in all material respects complete, correct and up-to-date.

(h) So far

as the Seller is aware, no Group Company has been liable to make to any person (including

any Tax Authority) any payment in respect of any liability to Tax which is primarily or directly

chargeable against, or attributable to, any other person.

(i) All agreements,

concessions, dispensations or other arrangements of any Group Company which have been made

with or by any Tax Authority which are not based on a strict application of the relevant

legislation (whether formal or informal) currently subsisting are set out in the Disclosure

Letter. No Group Company has taken any action which has had or might have the result of altering,

prejudicing or in any way disturbing any such agreement, concession, dispensation or arrangement.

(j) Any clearances,

consents and rulings relating to Tax obtained by or on behalf of any Group Company have been

properly obtained on the basis of full and accurate disclosure to the relevant Tax Authority

of all relevant facts and circumstances, any transaction for which such consent, clearance

or ruling was obtained has been carried out in accordance with the terms of the relevant

applications for consent, clearance or ruling and any such consent or clearance was and remains

valid and effective.

(k) No Group

Company is a party to, or otherwise bound by, any Tax sharing or Tax allocation agreement

or any indemnity, covenant or warranty in respect of Tax, the terms of which are still extant.

(l) No Group

Company is nor has been, or deemed to have been, consolidated into a qualifying multinational

group for the purposes of Pillar 2.

(m) No interest

in any Group Company constitutes a “United States real property interest” as

defined in Section 897(c) of the Code.

100

Schedule 6 : Business

Warranties

80 Residence

(a) Each

Group Company has always been resident for Tax purposes in the jurisdiction of its incorporation

and in no other jurisdiction.

(b) No Group

Company has ever had outside the jurisdiction of its incorporation a branch, agency, place

of business or permanent establishment (within the meaning of the Model Tax Convention on

Income and Gains published by the Organisation for Economic Co-operation and Development),

and no Group Company has ever incurred any liability to Tax on its income, profits or gains

in any jurisdiction other than the jurisdiction of its incorporation and is not liable to

of paying or administering any Tax (other than in respect of VAT in such jurisdictions as

are specified in the Disclosure Letter).

Company has received written notice of any claim made by a Tax Authority in a jurisdiction

where such Group Company does not file returns that such Group Company is or may be subject

to taxation by that jurisdiction.

81 Groups

(a) No Group

Company is or has in the last six (6) years been, or been treated as, a member of an

affiliated, consolidated, combined, unitary or similar group for any Tax purpose other than

with a group consisting solely of other Group Companies.

(b) Except

as provided in the Accounts and for any payments or surrenders between Group Companies, the

Group Companies are not, nor will be, obliged to make or be entitled to receive any payment

for group relief or for the surrender of tax refunds in respect of any period ending on or

before Completion or any repayment of such payment.

for any elections which concern only the Group Companies, no Group Company has, in the last

six (6) years, entered into, or agreed to enter into, an election pursuant to section

171A Taxation of Chargeable Gains Act 1992, paragraph 16 of Schedule 26 Finance Act 2008

or section 792 CTA 2009, or any equivalent provision in any other jurisdiction.

(d) Except

for any arrangements which concern only the Group Companies, no Group Company has in the

last six (6) years been party to any arrangements pursuant to section 59F Taxes Management

Act 1970, or any equivalent provision in any other jurisdiction.

(e) Neither

the execution of this Agreement nor Completion will result in the clawback or disallowance

of any relief or allowance previously given or claimed for any Tax purpose which will affect

any Group Company, nor will give rise to any liability to Tax for any Group Company or the

withdrawal in whole or in part of any relief claimed by any Group Company.

(f) In the

past four (4) years, no Group Company has been involved in any transaction purported

or intended to qualify for treatment under Section 355 of the Code.

(g) Each

Group Company was entitled to benefit from, and has complied in all material respects with

any requirements of, any Covid Measure from which it has benefitted.

101

Schedule 6 : Business

Warranties

(h) No Group

Company, Buyer, nor any of Buyer’s affiliates will be required to include any item

of income or gain in, or exclude any item of deduction or loss from, taxable income for any

taxable period (or portion thereof) ending after the date of Completion as a result of any

(i) change in method of accounting made prior to Completion or improper use of an accounting

method for a taxable period ending on or prior to the date of Completion, (ii) “closing

agreement,” as described in Section 7121 of the Code (or any corresponding provision

of state, local or non-U.S. Law) executed prior to Completion, (iii) instalment sale

or open transaction disposition made prior to Completion, (iv) prepaid amount, deferred

revenue or advance payment received or accrued prior to Completion, (v) use or application

of the completed contract method of accounting or the cash method of accounting to any transaction

occurring prior to Completion or (vi) intercompany transaction or excess loss account

described in the U.S. Treasury regulations under Section 1502 of the Code (or any corresponding

or similar provision of state, local or non-U.S. Law).

(i) The classification

of each Group Company for U.S. federal income Tax purposes has been Disclosed.

82 Transfer pricing

(a) All transactions,

provisions or arrangements entered into by any Group Company (including with its related

parties) in the last ten (10) years have been made on fully arm’s length terms

and so far as the Seller is aware there are no circumstances in which Part 4 of Taxation

(International and Other Provisions) Act 2010, Section 482 of the Code or any other

rule or provision could apply causing any Tax Authority to make an adjustment to the

terms on which such transaction, provision or arrangement is treated as having been made

for Tax purposes. Each Group Company has maintained and has in its possession and control

sufficient and adequate contemporaneous records to demonstrate the criteria taken into account

in determining this.

(b) No notice,

enquiry or adjustment has been made by any Tax Authority in connection with any such transaction

or arrangement.

83 Hybrid and other mismatches

No Group Company has in the last six

(6) years entered into, nor is party to, nor is otherwise involved in any scheme, arrangement, transaction or series of transactions

that are or could be subject to counteraction under Part 6A of the Taxation (International and Other Provisions) Act 2010, or any

equivalent provision in any other jurisdiction.

84 Interest deductibility

No Group Company has been a party to

a loan relationship which had an unallowable purpose (within the meaning of section 442 of CTA 2009) or of which a main purpose was to

obtain a loan-related tax advantage (within the meaning of section 455C of CTA 2009).

85 VAT

(a) Each

Group Company has complied in all material respects with the statutory requirements, orders,

provisions, directions and conditions relating to VAT, including the collection of exemption

certificates with respect to any sales made or services provided to customers that are exempt

from sales, use and similar Taxes.

(b) Each

Group Company maintains complete, correct and up-to-date records relating to VAT, including

the retention of exemption certificates collected from customers with respect to exemptions

from sales, use and similar Taxes.

Company is or has been a member of a VAT group other than with another Group Company.

102

Schedule 6 : Business

Warranties

86 Stamp taxes

(a) Any applicable

stamp duties, documentary taxes or other charges in respect of documents which establish

or are necessary to establish the title of any Group Company to any material asset owned

at Completion have been duly accounted for and paid.

(b) No Group

Company is a party to a stampable but unstamped document held outside the United Kingdom

in respect of any material asset owned at Completion.

Company has entered into any land transaction where there may be an obligation after Completion

to make any further return in respect of SDLT or make a payment or further payment of SDLT.

87 Capital allowances and R&D credits

(a) Each

Group Company has only claimed capital allowances on qualifying assets owned by it, which

have all been validly claimed and all claims for such allowances have been allowed.

(b) Each

Group Company has in its possession and control all records required to make and substantiate

all such claims.

allowances computations for the periods ending on the Accounts Date are complete and correct.

88 Avoidance

(a) No Group

Company has entered into any notifiable arrangements for the purposes of Part 7 of the

Finance Act 2004 (disclosure of tax avoidance schemes), any notifiable contribution arrangements

for the purposes of the National Insurance Contributions (Application of Part 7 of the

Finance Act 2004) Regulations 2012 (SI 2012/1868), any notifiable schemes for the purposes

of Schedule 11A VATA (disclosure of avoidance schemes), Schedule 17 to the Finance (No.2)

Act 2017, DAC 6 (Directive on Administrative Cooperation, Council Directive (EU) 2018/822),

The International Tax Enforcement (Disclosable Arrangements) Regulations 2023, ‘listed

transaction’ as defined in United States Treasury regulation Section 1.6011-4(b)(2) or

any equivalent provision in any other jurisdiction.

(b) No Group

Company has been a party to, nor has been otherwise involved in, any transaction, scheme

or arrangement which either:

(i) contained steps or stages that have no

commercial purpose; or

(ii) were designed or entered into solely

or wholly or mainly for the purpose of avoiding or deferring Tax or reducing a liability

to Tax; or

(iii) the main purpose, or one of the main

purposes, of which was the avoidance of Tax, or any transaction into which steps were artificially

inserted with a view to avoiding, reducing or deferring Tax.

103

Schedule 6 : Business

Warranties

as the Seller is aware, no person, acting in the capacity of an Associated Person (as defined

in section 44(4) of the CFA 2017) of any Group Company has committed:

(i) a UK tax evasion facilitation offence

under section 45(5) of the CFA 2017; or

(ii) a foreign tax evasion facilitation offence

under section 46(6) of the CFA 2017.

(d) Each

Group Company has in place (and has had in place at all times since 30 September 2017)

such reasonable prevention procedures (as defined in sections 45(3) and 46(4) of

the CFA 2017) as are proportionate to its business risk to mitigate the risk of a tax evasion

offence as required or contemplated by the CFA 2017 or any other similar legislation as may

be implemented in any territory or jurisdiction.

(e) Neither

a Group Company, nor, so far as the Seller is aware, any person acting in the capacity of

a person associated with any Group Company, is or has been the subject of any investigation,

inquiry or enforcement proceedings regarding any offence or alleged offence under Part 3

of the CFA 2017, and no such investigation, inquiry or enforcement proceedings have been

threatened or are pending and so far as the Seller is aware there are no circumstances likely

to give rise to any such investigation, inquiry or proceedings.

89 Employment taxes

(a) Each

Group Company has in the last six (6) years complied in all material respects with its

legal obligations relating to the assessment, collection and recovery of Tax in respect of

employment income and other earnings.

(b) No Group

Company has been party to any arrangements in respect of which a liability to Tax under Part 7A

Income Tax (Earnings and Pensions) Act 2003 (or any equivalent provision in any other jurisdiction)

has arisen and, so far as the Seller is aware, no relevant step has been taken in pursuance

of or in connection with any such arrangements and which could give rise to such a liability.

are no options to acquire interests in any Group Company held by or for any current, former

or proposed employee or director of any Group Company (or any nominees or associates of such

employees or directors), where the right or opportunity to acquire such options was available

by reason of an office or employment of the option holder with a Group Company and the exercise

of which options may give rise to a liability of any Group Company to account for PAYE, income

tax or National Insurance contributions (or equivalent liabilities in any jurisdiction).

90 Intangibles

No claims or elections have been made

by a Group Company in the last six (6) years in respect of any intangible fixed assets under Chapter 7 of Part 8 CTA 2009,

or sections 827 to 833 CTA 2009.

91 Distributions

(a) No Group

Company has made, agreed to make, nor will it have been deemed to have made, any distribution

(as defined in Chapter 2 Part 23 CTA 2010) other than dividends provided for in the

statutory accounts of each Group Company.

(b) No Group

Company has, in the previous seven years, been engaged in, nor been a party to, any of the

transactions set out in Chapter 5 Part 23 CTA 2010, nor has it made or received a chargeable

payment as defined in section 1088 CTA 2010 during that period.

104

Schedule 7 : Seller limitations

Schedule 7

Seller limitations

92 Definitions

In addition to the definitions in Clause 1 (Definitions

and Interpretation), in this Schedule 7 (Seller limitations ) the following definitions apply:

“Claim” means a

General Claim or a Tax Claim.

“Expiry Date” means:

in relation to a General Claim, the second anniversary of Completion; in relation to a Tax Claim the seventh anniversary of Completion;

and in relation to a Fundamental Claim the sixth anniversary of Completion.

“Fundamental Claim”

means a claim in connection with one or more of the Fundamental Warranties.

“General Claim”

means a claim by the Buyer in relation to any of the Business Warranties, other than a Tax Claim.

“Tax Claim” means

a claim by the Buyer in relation to Tax under the Warranties.

“Tax Indemnity Claim”

means a claim by the Buyer under Clause 10.2.

93 Fraud exception

Nothing in this Agreement limits the

liability of the Seller in the case of fraud or wilful concealment by the Seller or, before Completion, by any Group Company or any of

its officers, managing directors, employees or agents.

94 Cap on Claims

(a) The aggregate

liability of the Seller to make payment to the Buyer in respect of all Claims shall not exceed

$1.00 (one US dollar).

(b) Subject

to paragraph 3(c) below, the liability of the Seller in respect of all Tax Indemnity

Claims shall not exceed $8,500,000 (eight million five hundred thousand US dollars).

liability of the Seller in respect of all Claims, Fundamental Claims and Tax Indemnity Claims

shall not exceed the Consideration.

95 Time limits and notice

(a) Proceedings

in relation to a Claim shall not be brought against the Seller unless written notice of the

Claim is given to the Seller before the relevant Expiry Date.

(b) Proceedings

in relation to a Tax Indemnity Claim shall not be brought against the Seller unless written

notice of the Tax Indemnity Claim is given to the Seller before the fourth anniversary of

Completion.

96 Mitigation

Nothing in this Schedule 7 (Seller

limitations) shall affect any common law duty of the Buyer to mitigate its loss.

97 No double recovery

The Buyer shall not be entitled to

recover damages or otherwise obtain reimbursement more than once in respect of the same loss (but, for the avoidance of doubt, this shall

be without prejudice to the Buyer’s right to recover the full amount of any loss by means of one or more Claims).

105

Schedule 8 : Provisional Payment

Schedule 8

Provisional Payment

98 In order

to determine the Provisional Payment, the Seller shall prepare a calculation of Estimated

Net Debt and Estimated Working Capital as at Completion applying the policies set out in

Schedule 10, Part 2 (Contents of the Completion Statement) and in each

case in the form of the statement set out in Schedule 10, Part 3 (Reference

Balance Sheet ).

99 The Provisional Payment shall be an amount

equal to the Consideration that would be payable if Estimated Net Debt and Estimated Working

Capital were, respectively, the actual amount of Net Debt and Working Capital as agreed or

determined in accordance with Schedule 10 (Completion statement).

106

Schedule 9 : Material Properties

Schedule 9

Material Properties

[***]

107

Schedule 9 : Part 1

– Owned Properties

Part 2 – Material Leased Properties

[***]

108

Schedule 10 : Completion

Statements

Schedule 10

Completion Statements

Part 1

Preparation of the Completion Statements

100 The Buyer shall prepare and deliver a draft

of the Completion Statements to the Seller within 60 Business Days after (but not including)

the date of Completion. The Completion Statements shall be drawn up in accordance with the

provisions set out in this Schedule 10 (Completion Statements). The Seller shall

provide, and shall procure that the Seller’s Accountants provide, all assistance reasonably

requested by the Buyer or the Buyer’s Accountants in the preparation of the Completion

Statements. If the Buyer does not deliver a draft of the Completion Statements to the Seller

in accordance with this paragraph 1, at the Seller's election either the Provisional Payment

shall be final and binding on the parties or the Seller shall prepare and deliver its own

draft of the Completion Statements to the Buyer which shall be drawn up in accordance with

the provisions set out in this Schedule 10, and the provisions of this Schedule 10 shall

apply to those Seller-prepared Completion Statements mutatis mutandis.

101 The Seller may within 30 Business Days after

(and not including) the date of delivery of the draft Completion Statements, deliver to the

Buyer a report setting out the details of any items in the draft that it disputes, and, to

the extent that Seller is able to do so, specifying any adjustments which in its opinion

should be made and the reasons therefor; if it does so, all other items in the draft shall

be deemed to be agreed. If the Seller does not provide a report complying with the preceding

provisions of this paragraph 2, the draft Completion Statements shall be deemed to be

agreed. The Buyer shall provide the Seller reasonable access to the material books, records,

documents and senior executives of each Group Company as the Seller may reasonably request

for the purpose of its review of the draft Completion Statements.

102 The Buyer and the Seller shall use their reasonable

endeavours to reach agreement as to the adjustment (if any) required to be made in connection

with any matter of disagreement notified in accordance with paragraph 2 above, but if

any such matter remains in dispute fifteen Business Days after notification (not including

the day of notification), the dispute shall at the request of the Buyer or the Seller be

referred for final determination to an independent firm of chartered accountants (the “Accountants”).

103 The following provisions shall apply to the

appointment of the Accountants and their determination:

(a) the Buyer

and the Seller shall co-operate in good faith to do everything reasonably necessary to procure

the appointment of the Accountants and to facilitate their determination;

(b) the Accountants

shall be appointed by agreement in writing between the Seller and the Buyer or failing agreement

within five Business Days, nominated by the president of the Institute of Chartered Accountants

in England and Wales upon their joint application (or, failing that, by court order), in

which case the fee payable for the nomination shall be borne equally by the Buyer and the

Seller;

and the Seller shall each prepare a written statement of, and confined to, the matters in

dispute and submit it, together with any supporting documents, to the Accountants promptly

and in any event within 20 Business Days of their appointment;

109

Schedule 10 : Completion

Statements

(d) the Accountants’

terms of reference shall be to determine (within the parameters set by paragraph 4(e) below)

what adjustments (if any) are in their opinion required to be made to the Completion Statements

in relation to the matters in dispute (as notified to them in accordance with paragraph (c) above)

so as to ensure compliance with the provisions of it in Part 2 of Schedule 10 (Contents

of the Completion Statements);

(e) the determination

of the Accountants in respect of any matter in dispute shall not be outside the range of

the value proposed by the Seller in the draft Completion Statement and the value proposed

by the Buyer in the report referred to in paragraph 2 above in respect of that matter;

(f) the Buyer

and the Seller shall each provide the Accountants with any further information which they

reasonably request and the Accountants shall be entitled (to the extent they consider it

appropriate) to base their opinion on such information;

(g) the Accountants

shall be entitled:

(i) to require the Buyer and the Seller and

their respective accountants to attend one or more meetings and to raise enquiries of them

about any matters which the Accountants consider relevant (and the Buyer and/or the Seller,

as the case may be, shall use all reasonable endeavours to answer any such enquiries); and

(ii) in the absence of agreement between the

Buyer and the Seller, to determine the procedure to be followed in undertaking the expert

determination, insofar as the procedure is not set out in this Agreement.

(h) the Accountants

shall be requested to make their determination as soon as reasonably practicable and in any

event within 20 Business Days of their receipt of the parties’ written statements (pursuant

to paragraph 4(a) above);

(i) the Accountants

shall act as experts and not arbitrators and their determination shall (in the absence of

manifest error) be final and binding; and

(j) the Accountants’

costs (and those of any advisers engaged by them in accordance with the above provisions)

shall be borne equally by the Buyer and the Seller unless the Accountants consider it is

fair and reasonable to apportion the costs otherwise and so direct.

104 If the Accountants shall be or become unable

or unwilling to act then a substitute independent firm of chartered accountants shall be

appointed by the Buyer and the Seller in accordance with the provisions of paragraph 4 (and

references in this Schedule to the Accountants shall be deemed to be a reference to that

substitute firm).

105 Upon the draft Completion Statements being

agreed (or being deemed to be agreed) by the Buyer and the Seller or being determined by

the Accountants that statement as so agreed (or deemed to be agreed) or determined shall

be the Completion Statements for the purposes of this Agreement and shall be final and binding

on the parties and the amount of Net Debt and Working Capital shall be as stated on those

statements.

110

Schedule 10 : Completion

Statements

Part 2

Contents of the Completion Statements

In this Part 2 of Schedule 10 (Contents

of the Completion Statements) the following additional definitions shall apply:

“Cash” means, without

duplication, the aggregate amount of:

(a) cash (including amounts on deposit) held by

or for a Group Company in hand or with banks or with financial or other similar institutions;

(b) petty cash;

(d) any interest rate or currency swap agreements

or any other hedging or derivative instrument or arrangement which are in an asset position

(i.e., in the money);

(e) to the extent not already captured by the

preceding, any balances in line items classified as Cash in the Reference Balance Sheet in

Schedule 10, Part 3 (Reference Balance Sheet);

of the Group, calculated as at the Completion

Statements Date and in accordance with Schedule 10, Part 2 (Contents of the Completion Statements).

For the avoidance of doubt, Cash will not include

any Trapped Cash.

“CFO Reserves” means any provision,

reserve or accrual that:

(a) is not attributable to a specific, identified

liability or obligation of a Group Company existing as at the Completion Statements Date,

or is recognised in an amount exceeding the proper and reasonable estimate of such liability

or obligation as at the Completion Statements Date; or

(b) represents a general contingency, management

overlay or unallocated reserve;

“Debt” means, without

duplication, the aggregate amount of:

(a) any indebtedness of a Group Company, being

an obligation of a Group Company (whether present or future and whether as principal or surety)

for the payment or repayment of money (whether in respect of interest, principal or otherwise

and including any break fees, prepayment fees, expenses or penalties related to or arising

as a result of the termination or prepayment of any arrangements referred to below) incurred

in respect of:

(i) money borrowed or raised, including by

way of any bond, note, loan stock, debenture or overdraft;

(ii) any acceptance credit, bill discounting,

note purchase, factoring (to the extent there is recourse) or documentary credit facility;

(iii) any Finance Leases; and

(iv) any interest rate or currency swap agreements

or any other hedging or derivative instrument or arrangement that are in a liability position

(i.e., out-of-the-money);

111

Schedule 10 : Completion

Statements

(b) any outstanding unpaid fees payable by any

Group Company to Willkie Farr & Gallagher (UK) LLP and any other advisers engaged

on behalf of the Seller in connection with the sale contemplated by this Agreement;

Company to the extent it is as a result of or directly relates to the sale of the Shares

(including transaction incentive payments, bonuses or other incentives related to the Transaction

which are due or payable by any Group Company to any key employees or affiliates of any Group

Company, any related National Insurance Contributions or other Tax or social security amounts

payable by a Group Company in connection with the sale);

(d) any long-term incentive plan or similar employee

incentive arrangements, including any related National Insurance Contributions or other Tax

or social security amounts payable by a Group Company, net of any specifically identified

Tax benefit directly as a result of the payment of such amounts;

(e) any corporation tax, income tax and similar

tax balances which remain unpaid at Completion;

(f) any restructuring provisions and redundancy

related accruals associated with any restructuring initiatives;

(g) all net pension liabilities, including defined

benefit obligations and statutory employee-related retirement obligations;

(h) all deferred consideration, earn-outs, or

similar obligations arising from acquisitions completed prior to the Completion Statements

Date;

(i) all transaction-related expenses, including

advisory, legal, accounting and success fees incurred in connection with the Transaction

to the extent unpaid at the Completion Statements Date;

(j) all accrued professional fees not incurred

in the ordinary course of business and unpaid at the Completion Statements Date; and

to the extent not already captured

by the preceding, any balances in line items classified as Debt in the Reference Balance Sheet in Schedule 10, Part 3 (Reference

Balance Sheet ) of the Group, calculated as at the Completion Statements Date and in accordance with Part 2 of Schedule 10 (Contents

of the Completion Statements).

“Finance Lease” means any lease or hire purchase

contract, a liability under which would, in accordance with Relevant Accounting Standards applicable on or before 31 December 2018,

be treated as a finance or capital lease but excluding any real estate or operating leases or any leases included within file ‘Omega

– Lease balances Q4 25 IFRS 16’ within VDR reference 2.5.1.1.

“Group Company”

means, for the purposes of this Part 2 of Schedule 10 (Contents of the Completion Statements) only, each subsidiary

undertaking of the Company in which the Company holds directly or indirectly over 50% of the economic and/or voting rights.

“Net Debt” means

Debt less Cash as determined in accordance with this Part 2 of Schedule 10 (Contents of the Completion Statements).

“Reference Balance Sheet” means the illustrative

balance sheet included at Schedule 10, Part 3 (Reference Balance Sheet ) setting out the classifications of Cash,

Debt, Working Capital and Other.

112

Schedule 10 : Completion

Statements

“Trapped Cash” means only

cash deposit balances specifically required to be maintained as performance bank guarantees within Megger (India) Pvt Ltd.

“Working Capital” means, without

duplication, the net aggregation of current assets and current liabilities (but excluding any items already classified as Cash or Debt)

at the Completion Statements Date and in accordance with Part 2 of this Schedule 10, including the line items classified as Working

Capital in the Reference Balance Sheet in Schedule 10, Part 3 (Reference Balance Sheet).

1 General

(a) The Completion

Statements shall comprise the consolidated balance sheet of the Group in the form as set

out in Schedule 10, Part 3 (Reference Balance Sheet ) (the “Completion

Balance Sheet”) setting out the Net Debt and Working Capital.

(b) The Completion

Statements shall be prepared:

(i) as at the Completion Statements Date;

(ii) in accordance with the remaining provisions

of this Part 2 of Schedule 10 (Contents of the Completion Statements); and

(iii) in the form of the pro forma Completion

Statements included in Schedule 10, Part 3 (Reference Balance Sheet

);

Statements shall be drawn up in accordance with, and the items and amounts to be included

in them shall be identified and calculated by applying, the following in the following order

of priority (the “Accounting Policies”):

(i) the accounting principles, policies, procedures,

categorisations, definitions, methods, practices and techniques set out below in paragraph 2

(the “Specific Policies”);

(ii) if and to the extent not inconsistent

with paragraph 1(c)(i), the same accounting principles, policies, procedures, categorisations,

classifications, assets recognition bases, definitions, methods, practices and techniques

as applied in the Accounts; and

(iii) if and to the extent not otherwise covered

by, and not inconsistent with, paragraphs 1(c)(i) and 1(c)(ii), Relevant Accounting

Standards as applicable at the Completion Statements Date.

2 Specific Policies

(a) No account

shall be taken of post balance sheet events or information becoming available after the Completion

Statements Date.

(b) There

shall be no double counting of any account balances in the Completion Statements such that

an account balance shall be only included once within either Working Capital or Net Debt.

to any other Specific Policies, the Completion Statements shall be drawn up as at the Completion

Statements Date on the basis that the Completion Statements Date represents the end of an

accounting and tax financial year, and should reflect specific procedures that a company

would be expected to adopt including, but not limited to, a hard close of the accounting

records; normal year-end procedures and reconciliations; cut-off procedures and a detailed

assessment of prepayments, accruals and provisions. Corporate income tax current liabilities

shall be based on a full tax computation as if the Completion Statements Date were the last

day of a financial year.

113

Schedule 10 : Completion

Statements

(d) No item

shall be excluded from the Completion Statements solely on the grounds of materiality.

(e) The Completion

Statements shall be prepared on the basis that the Group is treated as a going concern and

shall exclude: (i) the effect of change of control or ownership of the Group; (ii) the

effects of any post-Completion reorganisations or the post-Completion intentions, payments,

obligations of, specific to, or made by any member of the Buyers’ Group; (iii) any

financing undertaken by any member of the Buyers’ Group or at the direction of any

member of the Buyers’ Group; and (iv) any purchase accounting adjustments arising

out of the consummation of the transactions contemplated by this Agreement.

(f) The Completion

Statements shall be prepared from the nominal ledgers of the Group such that the balance

sheets of the Group Companies are aggregated. Balances between the Group Companies shall

be reconciled and eliminated and any unreconciled assets or liabilities shall be written

off.

(g) The Completion

Statements shall be prepared in the local currency of each Group Company and shall be converted

for aggregation purposes to Euros at the relevant exchange rate as obtained from S&P

Global as at the Completion Statements Date consistent with the methodology adopted in the

Accounts.

(h) On the

Completion Statements Date, the Net Debt and Working Capital and Normalised Working Capital

shall be converted from Euros to US Dollars at the relevant exchange rate as obtained from

S&P Global as at the Completion Statement Date consistent with the methodology adopted

in the Accounts.

(i) No amounts

in relation to those line items included under the heading “Other” in the pro

forma Completion Statements set out in Part 3 of Schedule 10 will be included in Cash,

Debt or Working Capital.

(j) The Completion

Statements shall not include any amount within Cash, Debt or Working Capital in respect of

the following items:

(i) any fixed assets;

(ii) any amounts in respect of direct electrical

test equipment included within the TB code 130830 – Equipment for Rental and the associated

depreciation in the TB code 130835 – Accum Depreciation – Rental Equipment;

(iii) any goodwill revaluations;

(iv) any IFRS 16 lease liabilities;

(v) any deferred tax assets (excluding those

arising as a result of limb (d) of the Debt definition) or deferred tax liabilities

or uncertain tax provisions;

(vi) any contingent assets or liabilities

unless required by another specific accounting policy in this paragraph 2 or the definitions

of Cash, Debt or Working Capital;

114

Schedule 10 : Completion

Statements

(vii) any liabilities paid by a member of

the Seller’s Group after Completion (and where such payments are not reimbursed or

reimbursable to the Seller’s Group);

(viii) any provisions, reserves or similar (including CFO Reserves) unless

required to be recognised as a liability under the Relevant Accounting Standards as at the

Completion Statements Date;

(ix) any provisions for dilapidations or litigation;

(x) any liabilities with respect to any matter

which is subject to an indemnity; and

(xi) any warranty provisions.

(k) No liabilities

for restructuring costs (including, for the avoidance of doubt, redundancy costs) incurred

prior to the Completion Statements Date shall be included in Debt or Working Capital, where

the decision to implement such restructuring was taken after signing of this Agreement. To

the extent that any such restructuring costs are incurred and settled prior to the Completion

Statements Date, an asset equal to the amount settled shall be recognised as Cash. For the

avoidance of doubt, any such post-signing restructuring decision shall be communicated to

the Buyer via written notice.

(l) The following

provisions shall apply to the determination of Working Capital:

(i) To the extent unpaid and payable by a

Group Company, an accrual shall be included in Working Capital in respect of the pro-rated

annual bonus due to employees for the financial year. This shall be calculated based on the

expected full year results and by pro-rating such annual bonus amount, which is to be calculated

by reference to the relevant performance indicators under the applicable bonus plans as of

the Completion Statements Date on a straight line basis into the pre- and post-Completion

periods.

(ii) An accrual shall be recognised for all

untaken statutory and contractual holiday entitlement accrued by the Group’s employees

up to the Completion Statements Date, calculated using the relevant employees’ standard

rates of pay;

(m) Schedule

10, Part 3 (Reference Balance Sheet ) provides an illustration of the

Completion Statements as at 30 November 2025. To the extent there is any conflict between

this illustration and the provisions of Schedule 10, Part 2 (Contents of

the Completion Statement), the provisions of this Schedule 10, Part 2 (Contents

of the Completion Statement) shall prevail.

115

Schedule 11 : Buyer warranties

Part 3

Reference Balance Sheet

The Reference Balance Sheet is set out on the

following page.

116

Schedule 11 : Buyer warranties

Schedule 11

Buyer warranties

3 The Buyer

is a company duly incorporated and organised and validly existing under the laws of its jurisdiction

of incorporation and is qualified to do business and, to the extent such concept is applicable,

is in good standing as a foreign corporation or other legal entity in each jurisdiction where

the ownership, leasing or operation of its properties or assets or conduct of its business

requires such qualification, except as would not, individually or in the aggregate, reasonably

be expected to have a material adverse effect on Buyer or a material adverse effect on its

ability to execute or perform its obligations under the Transaction Documents. Each of Buyer’s

“significant subsidiaries” (as such term is defined in Rule 1-02(w) of

Regulation S-X promulgated by the SEC) (a) is a legal entity duly organised, validly

existing and, to the extent such concept is applicable, in good standing under the laws of

its respective jurisdiction of organisation, (b) has all power and authority to own,

lease and operate its properties and assets and to carry on its business as currently conducted

in all material respects and (c) is qualified to do business and, to the extent such

concept is applicable, is in good standing as a foreign corporation or other legal entity,

in each jurisdiction where the ownership, leasing or operation of its properties or assets

or conduct of its business requires such qualification, in each case except as would not,

individually or in the aggregate, have a material adverse effect on Buyer or its ability

to execute and perform its obligations under the Transaction Documents.

4 The Buyer has the power and authority to own,

lease and operate its properties and assets, to carry on its business as currently conducted

in all material respects and to enter into and fully perform its obligations under the Transaction

Documents in accordance with the terms thereof. Each of Buyer’s “significant

subsidiaries” (as such term is defined in Rule 1-02(w) of Regulation S-X

promulgated by the SEC) has all power and authority to own, lease and operate its properties

and assets and to carry on its business as currently conducted in all material respects.

The shares of ESCO Stock to be issued as Consideration Shares, when issued in accordance

with this Agreement, will be duly authorised, validly issued, fully paid and non-assessable

and will not have been issued in violation of or subject

to any preemptive rights or other contractual rights to purchase securities issued by the

Buyer. Upon issuance, the Consideration Shares will be free and clear of all Encumbrances

other than restrictions arising under the Securities Act and as set forth in the Shareholder

Agreement. The Buyer has applied, or prior to Completion will apply, to have the Consideration

Shares approved for listing on the NYSE, subject to official notice of issuance. The

Buyer does not require the consent, approval or authority of any other person to enter into

or exercise its rights or perform its obligations under the Transaction Documents (other

than a Supplemental Listing Application with the NYSE).

5 The entry into and the exercise by the Buyer

of its rights and performance of its obligations under the Transaction Documents and the

transactions contemplated by them will not constitute a breach or give rise to a default

under any applicable laws or regulations (including any sanctions) or any order, decree or

judgement or other obligation binding on it (including any provision of its constitutional

documents), which has or could have a material adverse effect on its ability to execute or

perform its obligations under the Transaction Documents. Since September 30, 2023, (i) the

businesses of Buyer and each of its subsidiaries have been conducted in compliance with applicable

laws or regulations and neither Buyer nor any of its subsidiaries has received any written

notice or other written communication from a governmental, regulatory or administrative authority

asserting noncompliance with any applicable law or regulation by Buyer or any of its subsidiaries

except, in each case, as has not had and would not reasonably be expected to have, individually

or in the aggregate, a material adverse effect on Buyer or a material adverse effect on its

ability to execute or perform its obligations under the Transaction Documents.

117

Schedule 11 : Buyer warranties

6 The Buyer is not a party to any litigation,

arbitration or administrative proceedings nor is it the subject of any governmental, regulatory

or official investigation or enquiry which is in progress or threatened or pending and which

has or could have a material adverse effect on its ability to execute or perform its obligations

under the Transaction Documents or a material adverse effect on the Buyer.

7 Accurate and complete copies of the SEC Reports

have been filed through the SEC EDGAR system. As of the time it was filed with the SEC by

Buyer: (a) each SEC Report complied in all material respects with the applicable requirements

of the Securities Act and the rules and regulations promulgated thereunder or the Exchange

Act and the rules and regulations promulgated thereunder (as the case may be), and (b) none

of the SEC Reports contained any untrue statement of a material fact or omitted to state

a material fact required to be stated therein or necessary in order to make the statements

made therein, in light of the circumstances under which they were made, not misleading.

8 Buyer (with respect to itself and its consolidated

subsidiaries) maintains internal control over financial reporting as defined in and required

by Rule 13a-15 or Rule 15d-15 under the Exchange Act reasonably designed to provide

reasonable assurance that (i) all material information relating to Buyer, including

its consolidated subsidiaries, required to be disclosed by Buyer in the reports that it files

or submits under the Exchange Act is accumulated and communicated to Buyer’s principal

executive officer, its principal financial officer or those individuals responsible for the

preparation of the consolidated financial statements of Buyer included in the SEC Reports

to allow timely decisions regarding required disclosure and to make the certifications required

by Rule 13a-14 or Rule 15d-14 under the Exchange Act and pursuant to Sections 302

and 906 of the Sarbanes-Oxley Act, (ii) transactions are recorded as necessary to permit

preparation of financial statements in conformity with GAAP, consistently applied, (iii) transactions

are executed only in accordance with the authorization of management and (iv) reasonable

prevention and timely detection of the unauthorized acquisition, use or disposition of the

properties and assets of Buyer and its subsidiaries. Buyer has disclosed, based on the most

recent evaluation of its disclosure controls and procedures and internal control over financial

reporting prior to the date of this Agreement, to Buyer’s auditors and the audit committee

of the board of directors of Buyer, (i) any “significant deficiencies” in

the design or operation of its internal controls over financial reporting that are reasonably

expected to adversely affect Buyer’s ability to record, process, summarise and report

financial information and (ii) any fraud that involves management or other employees

who have a significant role in Buyer’s internal controls over financial reporting that

are reasonably likely to adversely affect Buyer’s ability to record, process, summarise

and report financial information. Since September 30, 2025, Buyer has not received any

complaints regarding material violations of or deficiencies in Buyer’s accounting controls,

internal accounting controls or auditing matters that have not been reported to the audit

committee of the board of directors of Buyer and disclosed to the Seller.

9 Buyer’s

financial statements set forth in the SEC Reports filed since 30 September 2023 (the

“Buyer Financial Statements”), have been prepared in accordance

with U.S. generally accepted accounting principles (“GAAP”) (except as

may be indicated in any notes thereto). Each balance sheet in the Buyer Financial Statements

is accurate and complete in all material respects and fairly presents in all material respects

the financial condition of Buyer as of its respective date. Each statement of income and

cash flows in the Buyer Financial Statements is accurate and complete in all material respects

and fairly presents in all material respects the results of operations and cash flows, respectively,

of the Buyer for the periods covered thereby. Notwithstanding the foregoing, the interim

Buyer Financial Statements (i.e., Buyer Financial Statement as of a period other than a fiscal

year-end) are subject to customary year-end adjustments. Buyer maintains a system of internal

account controls and procedures designed to record transactions as reasonably necessary to

permit the preparation of its financial statements in conformity with GAAP.

118

Schedule 11 : Buyer warranties

10 There are no obligations or liabilities of

any kind of Buyer or any of its subsidiaries required by GAAP to be reflected or reserved

on a consolidated balance sheet of Buyer and its subsidiaries included in the SEC Reports,

except (i) as reflected or reserved against in the consolidated balance sheet of such

SEC Reports, (ii) those incurred in the ordinary course of business since September 30,

2025 (none of which are, or would reasonably be expected to be, individually or in the aggregate,

material to the Buyer), and (iii) those incurred pursuant to the terms of this Agreement.

11 The only authorised shares of capital stock

of Buyer as of April 13, 2026 are (a) 50,000,000 shares of ESCO Stock, of which

(i) 25,907,172 shares are issued and outstanding (excluding shares held in treasury),

(ii) 5,056,771 shares are held in treasury, and (iii) 1,208,597 shares are reserved

for issuance (including in respect of outstanding Buyer securities that are convertible into

ESCO Stock), and (b) 10,000,000 shares of preferred stock, $0.01 par value, none of

which are issued and outstanding. Neither Buyer nor any of its subsidiaries have any outstanding

bonds, debentures, notes or other obligations the holders of which have the right to vote

(or convert into or exercise for securities having the right to vote) with the equity holders

of Buyer on any matter. Since June 30, 2023, and through the date of this Agreement,

except for securities issued or issuable pursuant to employee benefit plans or arrangements,

including options issued pursuant to Buyer stock option plans and awards payable in ESCO

Stock, (i) no shares of ESCO Stock or preferred stock of Buyer have been repurchased

or redeemed or issued, and (ii) no shares of ESCO Stock have been reserved for issuance.

Except for securities issued or issuable pursuant to employee benefit plans or arrangements,

including options issued pursuant to Buyer stock option plans and awards payable in ESCO

Stock, there are no preemptive or other outstanding rights, options, warrants, conversion

rights, stock appreciation rights, redemption rights, repurchase rights, contracts, arrangements,

calls, commitments or rights of any kind that obligate Buyer to issue or to sell any securities

of Buyer.

12 Buyer is acquiring the Shares solely for its

own account for investment purposes and not with a view to, or for offer or sale in connection

with, any distribution thereof. Buyer acknowledges that the Shares are not registered under

the Securities Act, or any state securities laws, and that the Shares may not be transferred

or sold except pursuant to the registration provisions of the Securities Act or pursuant

to an applicable exemption therefrom and subject to state securities laws and regulations,

as applicable. Buyer is able to bear the economic risk of holding the Shares for an indefinite

period (including total loss of its investment), and has sufficient knowledge and experience

in financial and business matters so as to be capable of evaluating the merits and risk of

its investment.

13 True and correct copies of the Debt Financing

Documentation (which have been redacted for fees and other confidential information) have

been provided to the Seller prior to the date of this Agreement, being a signed commitment

letter (appending the relevant term sheets) and such commitment letter is in full force and

effect and has not been terminated or modified in any respect.

14 The Buyer has committed financing in the form

of binding commitments evidenced by the Debt Financing Documentation which are (and as at

Completion, will be) sufficient to consummate the Transaction.

119

Schedule 11 : Buyer warranties

15 The aggregate proceeds contemplated to be provided

pursuant to the Debt Financing Documentation will be sufficient for the Buyer to satisfy

all of its cash payment obligations under this Agreement, including all amounts payable by

it at Completion pursuant to Clause 3.2(b), and the timely satisfaction of such cash payment

obligations shall in no way adversely affect the Buyer’s ability to satisfy its obligations

to pay any other amounts, including any non-cash portion of the consideration to be paid

by the Buyer to Seller at Completion, pursuant to this Agreement.

16 No corporate action or other steps have been

taken by the Buyer or legal proceedings started or threatened against it for its winding

up or dissolution; or for it to enter into any arrangement or composition for the benefit

of creditors; or for the appointment of a receiver, administrator, administrative receiver,

liquidator, supervisor, compulsory manager, trustee or similar person of any of its revenues

or assets, and none of the foregoing actions and arrangements are currently, or since September 30,

2025 have been, contemplated to be taken, entered into or effected by the Buyer.

17 The Buyer is entering into this Agreement as

principal and not as agent.

18 The ESCO Stock is listed on the NYSE under

the symbol “ESE” and the Buyer has not received any written notice of delisting

proceedings or any written notice from the NYSE that the Buyer is not in compliance with

the listing requirements of the NYSE. There are no proceedings pending or, to the knowledge

of the Buyer, threatened against the Buyer by the NYSE with respect to any such delisting

or otherwise with respect to the Buyer or the ESCO Stock.

120

EXECUTION PAGE

Signed for and on behalf of TBG AG

)

…………………………………

Duly authorised person

Jeremy Abson

…………………………………

Duly authorised person

Alain Scherrer

Signed by David Schatz

for and on behalf of ESCO TECHNOLOGIES INC.

)

…………………………………

Duly authorised person

121

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2611835d1_ex10-2.htm · Sequence: 3

CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT

BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN

OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Exhibit 10.2

AGREED

FORM OF

SHAREHOLDER

Agreement

This Shareholder Agreement

(this “Agreement”) is entered into as of [●], 2026, by and between ESCO Technologies Inc., a Missouri corporation

(the “Company”), and [TBG AG, a Swiss stock corporation] (“Seller”). Each of the Company and Seller

are referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used

but not defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the Company

and Seller are parties to that certain Agreement for the Sale and Purchase of the Share Capital of Megger Group Limited, dated as of April [●],

2026, by and between the Company and Seller (the “Purchase Agreement”), pursuant to which, upon the terms and subject

to conditions set forth therein, on the date on which Completion occurs (the “Completion Date”), among other things,

the Company will acquire Megger Group Limited, a private limited company organized and existing under the laws of England and Wales, in

exchange for the payment by the Company to Seller of the Consideration (together with the other transactions contemplated to occur on

the Completion Date pursuant to the Purchase Agreement, the “Transaction”).

WHEREAS, the consideration

to be received by Seller on the Completion Date in the Transaction pursuant to the Purchase Agreement consists of (i) the Consideration

Cash and (ii) an aggregate of 5,100,000 shares (the “Consideration Shares”) of common stock, par value $0.01 per

share, of the Company (the “Common Stock”).

WHEREAS, as a material

inducement to the willingness of the Parties to enter into the Purchase Agreement and to consummate the Transaction on the Completion

Date upon the terms and subject to the conditions set forth therein, the Parties are entering into this Agreement to provide for, among

other things, certain restrictions on the voting, sale, assignment, transfer, encumbrance or other disposition of the Consideration Shares

(and, in certain cases other Common Stock held by Seller) by Seller, and certain governance, registration rights and other rights and

interests of Seller with respect to the Company, in each case, as set forth herein.

NOW, THEREFORE, BE IT RESOLVED,

in consideration of the premises and of the terms and conditions contained herein and for other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, the Parties hereto each hereby agree as of the date hereof as follows:

1.             Lock-Up.

(a)             Seller

hereby agrees that for a period of twelve (12) months from the Completion Date (the “Restricted Period”), without,

in each case, the prior written consent of the board of directors of the Company (the “Company Board”), Seller will

not, directly or indirectly through any of its Affiliates (as defined below): (i) offer, pledge, announce the intention to sell,

sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant

to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Consideration Shares; (ii) enter

into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Consideration

Shares, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Common Stock or

such other securities, in cash or otherwise; or (iii) publicly disclose the intention to do any of the foregoing. Seller acknowledges

and agrees that the foregoing restrictions preclude Seller from engaging in any hedging or other transaction which is designed to or which

reasonably could be expected to lead to or result in a sale or disposition of the Consideration Shares even if such Consideration Shares

would be disposed of by someone other than Seller. Such prohibited hedging or other transactions would include, without limitation, any

short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the

Consideration Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such

Consideration Shares or the Common Stock (the restrictions set forth in this Section 1(a), the “Lock-Up Restrictions”);

provided, that 50% of the Consideration Shares shall be released from the Lock-Up Restrictions on the date that is six (6) months

after the Completion Date, and the Lock-Up Restrictions in this Section 1 for such 50% of the Consideration Shares so released

shall only be applicable for such six (6) months. The Lock-Up Restrictions for the balance of the Consideration Shares shall continue

to apply for the remaining portion of the Restricted Period notwithstanding the effectiveness of the Form S-3 Shelf (as defined below)

during the Restricted Period.

(b)             Subject

to compliance in all cases with applicable securities laws and regulations, the restrictions set forth in Section 1(a) shall

not apply to transfers of the Consideration Shares:

(i) if in response to a bona fide third party tender offer, merger, consolidation or other similar transaction

which is recommended by the Company Board;

(ii) to any partnership, corporation or limited liability company 100% owned directly or indirectly by Seller

(“Permitted Transferee(s)”), provided, that, as a prerequisite to such transfer, such Permitted Transferee must

sign and deliver to the Company a joinder agreement substantially in the form attached hereto as Exhibit A;

(iii) in a sale of shares to the Company pursuant to a share buyback between Company and Seller;

(iv) pursuant to a pledge which does not, except in the event of foreclosure, convey voting rights with respect

to the pledged shares (and in the event of foreclosure, requires the pledgee to agree in writing to be bound by the same or similar restrictions

then applicable to such pledged shares under this Agreement); or

(v) pursuant to a 10b5-1 plan that provides for sales of shares of Common Stock following the expiration of

the applicable Restricted Period with respect to such Consideration Shares; or

(vi) as a distribution to the direct or indirect equity holders of Seller for no consideration (each, a “Seller

Equity Distribution”), provided, that, as a prerequisite to any such transfer, (A) each recipient thereof must sign

and deliver to the Company a joinder agreement substantially in the form attached hereto as Exhibit A and (B) Seller

must comply with the obligations set forth in Section 1(d) below.

acknowledges that (i) the Company may impose stock transfer restrictions on the Consideration Shares (including without limitation

placing a legend on the shares of Common Stock indicating that such shares are subject to this Agreement (the “Lock-Up Legend”))

to enforce the provisions of this Agreement and (ii) the restrictions imposed by this Agreement are in addition to any other restrictions

imposed on the Consideration Shares pursuant to applicable law. Notwithstanding (but without otherwise limiting) Section 5(e),

if requested in writing by Seller, upon the expiration of applicable Lock-Up Restrictions under this Section 1 (including

Section 1(d) below), the Company agrees to cooperate, and shall cause or direct its representatives and transfer agent

to cooperate, with Seller and its representatives to promptly release the stock transfer limitations in clause (i) of this

Section 1(c) (and to remove the associated Lock-Up Legend) with respect to any or all Consideration Shares held by Seller,

its Permitted Transferees or recipients of a Seller Equity Distribution that are no longer subject to such Lock-Up Restrictions.

(d)             Seller

agrees that, during the Restricted Period and continuing until the Board Fall-Away Date (as defined below), prior to effectuating any

Seller Equity Distribution, any transfer to Permitted Transferee(s) pursuant to Section 1(b)(ii), or any assignment of

this Agreement pursuant to Section 9, Seller shall give advance written notice to the Company of its intent to effectuate

such a Seller Equity Distribution, transfer to Permitted Transferee(s) or such assignment pursuant to Section 9, and

the Parties shall cooperate with respect to such Seller Equity Distribution, transfer to a Permitted Transferee or assignment, as applicable,

in the same manner described in Section 2(c) and such Seller Equity Distribution or assignment, as applicable, shall

be subject to the satisfaction of the same conditions described in such Section 2(c) including, without limitation, the

granting or withholding of the Company’s consent as described therein. In connection with any such request, Seller shall provide,

or cause to be provided, to the Company such reasonable identification materials for any proposed transferees as shall requested in writing

by the Company to evaluate such request, including the names, addresses, citizenship and such other identification documentation reasonably

requested by the Company as to such proposed transferees.

(e)             In

furtherance of the foregoing, the Company and its transfer agent and registrar shall not be required to make any transfer of Consideration

Shares prohibited by the express terms of this Agreement or applicable law.

(f)              “Affiliate”

means, with respect to any Person (as defined below), any other Person who, directly or indirectly, controls, is controlled by, or is

under common control with such first Person, including, without limitation, any general partner, managing member, officer, director or

trustee of such first Person, or any investment fund or similar entity that is controlled by one or more general partners, managing members

or investment advisers of, or shares the same management company or investment adviser with, such first Person.

(g)             “Board

Fall-Away Date” means the date that is six months after no Seller Designee (or any Replacement Designee) (in each case, as defined

below) is a member of the Company Board, provided that Seller has irrevocably waived its right to appoint a Replacement Designee

in writing to the Company.

(h)             “control”

(including the terms “controlling”, “controlled by” and “under common control with”) means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the

ownership of voting securities, as trustee or executor, by contract or otherwise.

(i)              “FDI

Laws” means any applicable laws or regulations, including any state, national or multi-jurisdictional laws or regulations, that

are designed or intended to prohibit, restrict, or regulate actions to acquire interests, including contingent interests, in or control

over, equities, securities, entities, assets, real estate, land, or interests or to otherwise screen investments, in each case on national

interest, public order or security, or national security or similar grounds.

2.             Standstill.

(a)             Seller

agrees that during the Restricted Period, neither Seller, any Affiliate of Seller, any Permitted Transferees or any recipients of a Seller

Equity Distribution, will, directly or indirectly, without the prior written consent of the Company Board: (i) acquire, agree to

acquire, propose, seek or offer to acquire, any securities or assets of the Company or any of its subsidiaries (other than (x) pursuant

to an exercise of its rights pursuant to and in accordance with Section 4 of this Agreement or (y) purchases of shares

of Common Stock in the open market or through any broker-dealer or stock exchange, in each case of clauses (x) and (y), provided,

that after giving effect thereto, Seller, together with its Affiliates, any Permitted Transferees and recipients of a Seller Equity Distribution,

shall not beneficially own, in the aggregate, a number of shares of Common Stock equal to or greater than 24.5% of the then-outstanding

shares of Common Stock (the “24.5% Threshold”)); (ii) enter, agree to enter, propose, seek or offer to enter into

any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its

subsidiaries; (iii) make, or in any way participate or engage in, any (A) submission of any shareholder proposals or notice

of nomination or other business for consideration at a meeting of the Company’s shareholders; (B) voting in opposition to directors

nominated by the Company Board, (C) solicitation of proxies to vote any voting securities of the Company or (D) other activities

that involve initiating proxy contests; (iv) form, join or in any way participate in a “group” (within the meaning of

Section 13(d)(3) of the Exchange Act (as defined below)) with an unaffiliated third party with respect to any voting securities

of the Company; (v) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies

of the Company, excluding routine shareholder engagement; (vi) disclose any intention, plan or arrangement prohibited by, or inconsistent

with, the foregoing; or (vii) enter into any agreement or arrangement with any other persons to do any of the foregoing.

(b)             Seller,

and any Permitted Transferee, further agrees, during the Restricted Period and thereafter so long as any Seller Designee (or any Replacement

Designee) is a member of the Company Board, to vote in favor of (i) all directors nominated by the Company Board, and (ii) other

proposals (excluding (x) any transaction or series of related transactions that would directly or indirectly result in a change of

control of, or relating to a material acquisition by, the Company or (y) any proposals to amend the Company’s articles of incorporation),

in each case, to the extent recommended by the Company Board and presented for shareholder approval at any annual or special meeting of

shareholders of the Company.

the Restricted Period and continuing until the Board Fall-Away Date, the Company, Seller, any Affiliate of Seller, any Permitted Transferees

and any recipients of a Seller Equity Distribution agree that Seller, any such Affiliate of Seller, any such Permitted Transferees and

any such recipients of a Seller Equity Distribution, as applicable, shall not, directly or indirectly, acquire, agree to acquire, propose,

seek or offer to acquire, any Common Stock or securities convertible into or exercisable for Common Stock exceeding the 24.5% Threshold

without the prior written consent of the Company Board, which shall not be unreasonably withheld or conditioned; provided, that

the Seller Designee (or any Replacement Designee) shall recuse himself or herself from all discussions relating to the consideration of,

and shall not vote on, the granting or withholding of any such consent; provided, further, that as to (i) any such

transaction in respect of which the Company has not validly and affirmatively withheld its consent in accordance with this Section 2(c) and

(ii) any and all other acquisitions of any Common Stock or securities convertible into or exercisable for Common Stock by Seller,

its Affiliates, any Permitted Transferees or any recipients of a Seller Equity Distribution in accordance with this Agreement, in each

case, the Company covenants and agrees to use its commercially reasonable efforts to cooperate with Seller, its Affiliates, any Permitted

Transferees and any recipients of a Seller Equity Distribution in connection with any required approvals or consents of any third parties

or Governmental Entities, including any required regulatory approvals under CFIUS, FOCI and any other FDI Laws.

(d)             Nothing

in this Section 2 shall restrict Seller, any of its Affiliates, any Permitted Transferee or any recipient of a Seller Equity

Distribution from taking any action otherwise prohibited hereby if (i) any third party unaffiliated with any of the foregoing enters,

agrees to enter or publicly proposes, seeks or offers to enter into any merger, business combination, recapitalization, restructuring

or other extraordinary transaction involving the Company, provided that none of Seller or such Affiliates, Permitted Transferee

or recipients of a Seller Equity Distribution has breached its respective obligations in this Section 2 in connection with

the initiation or undertaking of any such activities by such unaffiliated third party, or (ii) the Company enters or agrees to enter

into any transaction or series of related transactions that would directly or indirectly result in a change of control of the Company

(including, without limitation, any of the foregoing that would result in any such unaffiliated third party, together with its own Affiliates,

acquiring a majority of the voting power or economic interests of the Company).

3.             Governance;

Restricted Period Consent Rights.

(a)             The

Company agrees that, subject to the consummation of the transactions contemplated by the Purchase Agreement and this Section 3,

the Company Board shall take all actions necessary to appoint an individual designated by Seller, who (subject to the receipt of all required

regulatory approvals under CFIUS, FOCI and any other FDI Laws as to such individual) shall initially be [***] (the “Seller

Designee”), as a member of the Company Board in the class of directors with a term ending in 2029, with such appointment to

be effective immediately following Completion. The Seller Designee shall have the right to resign at any time.

(b)             Subject

to the terms of this Agreement and Seller at all times following Completion maintaining continuous beneficial ownership of at least 50%

of the Consideration Shares (such ownership, the “Minimum Ownership Threshold”), if Seller Designee (including any

Replacement Designee selected and appointed pursuant to this Section 3) is no longer serving on the Company Board, including

in the event that the Seller Designee (or any Replacement Designee) has resigned, then Seller shall provide a list of three candidates

to serve as replacement director (the “Candidate List”) to the Company Board. The Company Board will select one

individual from the Candidate List to serve as Seller Designee (a “Replacement Designee”), who shall also be subject

to the receipt of all required regulatory approvals under CFIUS, FOCI and any other FDI Laws. For clarity, the following Consideration

Shares would not be included in the numerator in determining whether Seller has continued to satisfy the Minimum Ownership Threshold:

any Consideration Shares (i) transferred or distributed to an unaffiliated third party pursuant to and in accordance with Section ‎1(b)(i),

Section ‎1(b)(iii) or Section ‎1(b)(v), (ii) to the extent any Consideration Shares

are pledged, following foreclosure thereon pursuant to Section ‎1(b)(iv), or (iii) to the extent any Consideration

Shares are purportedly transferred or distributed pursuant to Section 1(b)(ii) or Section 1(b)(vi) and

as to which such transferee or distribute has not signed and delivered to the Company a joinder agreement substantially in the form attached

hereto as Exhibit A.

such time as the Minimum Ownership Threshold is no longer satisfied, the Company Board shall take all necessary action to include in the

slate of nominees recommended by the Company Board for election as directors at each applicable annual or special meeting of shareholders

at which the class of directors that includes the Seller Designee or Replacement Designee are to be elected, an individual designated

by Seller in the manner provided in this Section 3.

(d)             The

Seller Designee and any Replacement Designee must (i) be qualified to serve as a member of the Company Board under all applicable

policies of the Company and all applicable legal and regulatory requirements; (ii) unless waived by the Company Board in its sole

discretion, meet the independence requirements with respect to the Company of the listing rules of any market or exchange on which

shares of Common Stock of the Company are listed or quoted for trading and all applicable rules of the Securities and Exchange Commission;

and (iii) have complied with the Company’s procedures for new director candidates (including the full completion of a directors

and officers questionnaire, successfully (in the reasonable determination of the Company Board) undergoing a customary background check,

and participating in interviews with members of the Company Board). Upon becoming a member of the Company Board, the Replacement Designee

will be deemed to be the Seller Designee for all purposes of this Agreement.

(e)             As

a condition to the appointment of Seller Designee or any Replacement Designee to the Company Board, the Seller Designee or any such Replacement

Designee shall, and Seller shall cause the Seller Designee or any Replacement Designee to, submit to the Company Board an irrevocable

resignation letter providing for the resignation of the Seller Designee in the event (i) Seller fails to satisfy the Minimum Ownership

Threshold or (ii) the individual does not receive requisite shareholder approval following recommendation by the Company Board to

the Company’s shareholders to vote in favor of approving such individual. The resignation may be accepted at the discretion of the

Company Board. Seller shall promptly (and in any event within five Business Days (as defined below)) inform the Company in writing if

Seller fails to satisfy the Minimum Ownership Threshold at any time.

(f)             Subject

to the terms of this Agreement and Seller having ownership of the Minimum Ownership Threshold, the Company agrees to take, or cause to

be taken, at any time and from time to time, all actions necessary so that Seller Designee or any Replacement Designee, if requested by

Seller, will serve as a member of each of the Nominating and Corporate Governance Committee, the Audit and Finance Committee, and the

Human Resources and Compensation Committee (collectively, the “NYSE Standing Board Committees”) (subject to the independence

requirements under applicable standards of the Securities and Exchange Commission (“SEC”) or New York Stock Exchange

(“NYSE”) standards). [The Company represents and warrants that, as of the date hereof, the Company Board (including

the Nominating and Corporate Governance Committee) has received all requested information from [***], and has evaluated and confirmed

that [***] satisfies the independence requirements and any other eligibility requirements under applicable SEC and NYSE standards

for purposes of serving on each of the NYSE Standing Board Committees.]1 With

respect to any Replacement Designee, the Company and the Company Board, including the Nominating and Corporate Governance Committee, shall

act in good faith and consistent with the Company’s nominating and governance practices (consistently applied) in evaluating the

independence of any such Replacement Designee under applicable SEC and NYSE standards. In addition, the Company agrees to take all actions

necessary so that Seller Designee or any Replacement Designee, if requested by Seller Designee or any Replacement Designee, will serve

as a member of the Executive Committee of the Company Board (the “Executive Committee”) and, absent any material conflict

of interest as reasonably determined in good faith by the Company Board in consultation with legal counsel, any special committee of the

Company Board. The Seller Designee and any Replacement Designee shall agree to hold in confidence all information received in their capacity

as a member of the Company Board and any committee thereof; provided, that the Company reserves the right to withhold any information

and to exclude such individual from any meeting or portion thereof if the portion as to which such individual is excluded relates primarily

to subject matter in which Seller or Seller Designee or any Replacement Designee has a conflict of interest as reasonably determined by

the Company Board in consultation with legal counsel. Seller Designee or any Replacement Designee shall be permitted to share information

with Seller pursuant to a customary nondisclosure agreement between the Company and Seller, including, without limitation, appropriate

protections necessary to preserve the attorney-client privilege.

(g)             Restricted

Period Consent Rights. During the Restricted Period, for so long as Seller satisfies the Minimum Ownership Threshold, without the

prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit

its subsidiaries to, directly or indirectly:

(i) effect any fundamental change in the nature of the business conducted by the Company and its subsidiaries,

taken as a whole, including by entering into any line of business that is not reasonably related or ancillary to the business of the Company

and its subsidiaries as conducted on the date hereof; or

(ii) effect any amendment or modification to the Company’s bylaws that would disproportionately and materially

adversely affect Seller’s rights under this Agreement or in its capacity as a shareholder relative to other holders of Common Stock.

(h)             Seller

(or any Affiliate that has accepted the assignment of Seller’s rights pursuant to and in compliance with the second sentence of

Section 9 below) shall be appointed, authorized and empowered to act, as the sole and exclusive representative, agent and

attorney-in-fact to act on behalf of each Permitted Transferee and recipient of a Seller Equity Distribution in exercising the rights

of Seller in this Section 3, and each Party joining in this Agreement pursuant to Section 1(b)(ii) and Section 1(b)(vi) shall

be deemed to have expressly acknowledged and agreed to such appointment and authorization.

1 Between the date of the Purchase Agreement and the Completion

Date, Seller and the Company will evaluate the eligibility of [***] (or any other initial Seller Designee, if not [***]) for

each of the NYSE Board Committees. If the Company Board concludes he meets these requirements, the bracketed representation will be included.

4.             Rights

to Future Stock Issuances.

(a)             Subject

to the terms and conditions of this Section 4 and applicable securities laws and through such time as Seller continuously

satisfies the Minimum Ownership Threshold, if the Company proposes to offer or sell any shares of Common Stock (the “New Securities”),

the Company shall give written notice (the “Offer Notice”) to Seller stating (i) its bona fide intention to offer

such New Securities, (ii) the number of such New Securities to be offered, and (iii) the structure of the proposed offering

or sale. By written notification to the Company within ten (10) Business Days after the date of the Offer Notice (the “Exercise

Period”), Seller may elect to purchase, upon the same terms and conditions as other purchasers in the offering or sale of the

New Securities, up to that portion of such New Securities that would allow Seller to maintain its percentage ownership of the issued and

outstanding shares of Common Stock at such time after the offering or sale of the New Securities.

(b)             The

right of first offer in Section 4 shall not be applicable to:

(i) securities issuable upon conversion of or with respect to any then previously-issued or outstanding securities;

(ii) securities issued pursuant to arms’ length bank financings;

(iii) shares of Common Stock and/or Common Stock equivalents issued or issuable for compensatory purposes to

employees, officers, directors, contractors, vendors, advisors or consultants of the Company or any of its subsidiaries (whether or not

issued pursuant to a Company equity incentive plan);

(iv) securities issued as a dividend, stock split or distribution on the Common Stock; and

(v) any right, option or warrant to acquire any securities set forth in Section 4(b)(i)-(iv) above.

the event Seller fails to exercise its right of first refusal within the Exercise Period for the entire amount of New Securities offered

pursuant to Section 4(a) above, the Company shall have sixty (60) calendar days thereafter to sell, or to enter into

an agreement to sell (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within thirty (30) calendar

days from the date of such agreement), the New Securities with respect to which Seller’s right of first refusal set forth in Section 4(a) was

not exercised, at a price and upon terms no more favorable to the purchasers thereof than the price and terms specified in the Offer Notice.

In the event the Company has not sold within such sixty (60) calendar day period (or has not entered into an agreement to sell the New

Securities in accordance with the previous sentence and closed such offering within the thirty (30) calendar period day thereafter), the

Company shall not thereafter issue or sell any New Securities without first again offering such securities to Seller in the manner provided

in this Section 4. If Seller fails to exercise its right to purchase New Securities within the Exercise Period for the entire

amount of New Securities offered pursuant to Section 4(a) above, but nevertheless expresses thereafter an interest in

participating in such offering prior to such offering having been effected, the Company will use commercially reasonable efforts to include

Seller in such offering if the Company, in its reasonable discretion, determines that the inclusion of Seller at such later time will

not adversely affect the success of such offering.

(d)             Notwithstanding

anything to the contrary in this Agreement, in no event shall the Company be obligated to issue, and no holder shall be entitled to acquire,

any shares of Common Stock pursuant to this Agreement to the extent that such issuance, when aggregated with all other issuances made

in connection with the same transaction or series of related transactions, would require the Company to obtain shareholder approval under

the rules of NYSE Listed Company Manual (including, without limitation, Section 312.03 thereof, as amended from time to time),

unless and until such shareholder approval has been obtained (the “NYSE Approval Limitation”). If any issuance to Seller

is restricted or prevented by the NYSE Approval Limitation, the rights of Seller shall be suspended with respect to the portion of shares

that cannot be issued without triggering the NYSE Approval Limitation, and shall be deemed to have lapsed solely to the extent necessary

to comply with such requirement, without prejudice to Seller’s rights with respect to any portion of the issuance not subject to

the NYSE Approval Limitation.

5.             Registration

Rights.

(a)             Definitions.

The terms defined in this section shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure”

shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive

Officer or the Company Board, in each case, after consultation with counsel to the Company, (i) would be required to be made in any

Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein

(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,

(ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used,

as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement”

shall have the meaning given in the Preamble hereto.

“Business Day”

shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required

by law to close.

“Commission”

shall mean the U.S. Securities and Exchange Commission.

“Common Stock”

shall have the meaning given in the Recitals hereto.

“Company”

shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,

spin-off, reorganization or similar transaction.

“Completion”

shall have the meaning given in the Purchase Agreement.

“Completion Date”

shall have the meaning given in the Purchase Agreement.

“Demanding Holder”

shall have the meaning given in Section 5(b)(iii).

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-3 Shelf”

shall have the meaning given in Section 5(b)(i).

“Holder”

shall have the meaning given in the Preamble, provided that, for purposes of this Section 5, the terms Holders, Requesting

Holders or Demanding Holders are sometimes used in anticipation of Permitted Transferees joining in this Agreement.

“Holder Information”

shall have the meaning given in Section 5(l)(ii).

“Maximum Number of

Securities” shall have the meaning given in Section 5(b)(iv).

“Minimum Takedown

Threshold” shall have the meaning given in Section 5(b)(iii).

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light

of the circumstances under which they were made) not misleading.

“Person”

shall mean an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),

limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political

subdivision thereof, or an agency or instrumentality thereof.

“Piggyback Registration”

shall have the meaning given in Section 5(c)(i).

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Purchase Agreement”

shall have the meaning given in the Recitals hereto.

“Registrable Security”

or “Registrable Securities” shall mean: (i) any of the Consideration Shares; and (ii) any other equity security

of the Company issued or issuable with respect to any securities referenced in clause (i) above by way of a stock split, stock dividend,

recapitalization, reclassification, merger, consolidation or similar event; provided, however, that, as to any particular Registrable

Security, such securities shall cease to be Registrable Securities upon the earliest to occur of the following events: (a) the date

on which such security has been registered under the Securities Act and disposed of in accordance with an effective registration statement

relating thereto; (b) the date on which such security has been sold pursuant to Rule 144 and the security is no longer a restricted

security; and (c) the date on which all Registrable Securities owned by Seller and its Affiliates constitute less than 5% of all

outstanding shares of Common Stock and may be resold without volume or other restrictions in a single day pursuant to Rule 144.

“Registration”

shall mean a registration, including related Shelf Takedowns, effected by preparing and filing a Registration Statement, Prospectus or

similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated

thereunder, and such registration statement becoming effective.

“Registration Expenses”

shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(i) all registration and filing

fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc. and any national

securities exchange on which the Common Stock are then listed);

(ii) fees and expenses of compliance

with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue

sky qualifications of Registrable Securities);

(iii) printing, messenger, telephone

and delivery expenses;

(iv) reasonable fees and disbursements

of counsel for the Company;

(v) reasonable fees and disbursements

of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(vi) reasonable fees and expenses

of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders in an Underwritten Offering, provided,

however, that such reimbursable fees and expenses of counsel shall not exceed $50,000.

“Registration Statement”

shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including any Shelf,

and in each case, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and

supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders”

shall have the meaning given in Section 5(b)(iv).

“Rule 144”

shall mean Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto

that may be promulgated by the Commission.

“Securities Act”

shall mean the Securities Act of 1933, as amended from time to time.

“Shelf”

shall mean the Form S-3 Shelf, or any Subsequent Shelf Registration, as the case may be.

“Shelf Registration”

shall mean a registration of the offer and sale of securities pursuant to a registration statement filed with the Commission in accordance

with and pursuant to Rule 415 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto

that may be promulgated by the Commission.

“Shelf Takedown”

shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Subsequent Shelf

Registration” shall have the meaning given in Section 5(b)(ii).

“Total Limit”

shall mean three (3) Underwritten Offerings.

“Transfer”

shall mean the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option

to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent

position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange

Act with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part,

any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,

in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

“Transfer Agent”

shall have the meaning given in Section 5(e).

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten Lock-Up

Period” shall have the meaning given in Section 5(d).

“Underwritten Offering”

shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution

to the public.

“Underwritten Shelf

Takedown” shall have the meaning given in Section 5(b)(iii).

“Withdrawal Notice”

shall have the meaning given in Section 5(b)(v).

“Yearly Limit”

shall have the meaning given in Section 5(b)(iii).

(b)             Shelf

Registration.

(i) Filing. The Company shall, subject to Section 5(i), use its commercially reasonable

efforts to prepare and file a Registration Statement for a Shelf Registration on such form as it is then currently able to use (which

shall be Form S-3ASR if the Company is then able to use such form) (the “Form S-3 Shelf”), in each case,

covering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such submission or filing) on

a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as promptly as practicable

after the filing thereof. The Company shall use reasonable best efforts to cause the Shelf Registration (if not an automatic shelf registration

statement) to be declared effective by the SEC on the date that is six (6) months following the Completion Date or as promptly thereafter

as practicable, it being understood that an automatic shelf registration statement shall become automatically effective upon filing with

the SEC and accordingly the Company may file a Form S-3ASR on the date that is six (6) months after the Completion Date if the

Company determines in good faith will then be eligible to use Form S-3ASR. Such Shelf shall provide for the resale of the Registrable

Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named

therein. Subject to Section 5(i), the Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare

and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf

continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and

in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.

(ii) Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for

any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 5(i), use

its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf to again become effective under the

Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness

of such Shelf), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf in a

manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration

statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities

under such Shelf (determined as of two (2) Business Days prior to such filing), and pursuant to any method or combination of methods

legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its

commercially reasonable efforts to (A) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly

as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf

registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer

(as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (B) keep

such Subsequent Shelf Registration continuously effective, available for use to permit the Holders named therein to sell their Registrable

Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable

Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form.

Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.

(iii) Requests for Underwritten Shelf Takedowns. Subject to Section 5(i), at any time and

from time to time when an effective Shelf is on file with the Commission, any Holder beneficially owning a majority of the Registrable

Securities (a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten

Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”);

provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable

Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with total gross

proceeds of, in the aggregate, at least $25 million based on the closing price for the Company’s Common Stock the day prior to the

request (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written

notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf

Takedown. The initial Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or

more reputable nationally recognized investment banks), subject to the Company’s prior approval (which approval shall not be unreasonably

withheld, conditioned or delayed). The Holders may demand Underwritten Shelf Takedowns pursuant to this Section 5(b)(iii) not

more than one (1) time in any 12-month period (the “Yearly Limit”). Notwithstanding anything to the contrary in

this Agreement, the Company may effect any Underwritten Offering pursuant to any then-effective Registration Statement, including a Form S-3,

that is then available for such offering.

(iv) Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten

Shelf Takedown, in good faith, advise the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this

Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the

dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken

together with all other shares of Common Stock or other equity securities that the Company desires to sell all other shares of Common

Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written

contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum

number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the

timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such

securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten

Offering, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders

of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro

rata, as nearly as possible, based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder

(if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding

Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown that can be sold without exceeding the Maximum

Number of Securities). To facilitate the allocation of Registrable Securities in accordance with the above provisions, the Company or

the Underwriters may round the number of shares allocated to any Holder to the nearest ten (10) Registrable Securities.

(v) Underwritten Shelf Takedown Withdrawal. Prior to the filing of the applicable “red herring”

prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority in interest of the Demanding Holders

initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason

whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if

any) of their intention to withdraw from such Underwritten Shelf Takedown; provided, that any other Demanding Holder(s) may

elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable

Securities proposed to be sold in the Underwritten Shelf Takedown by the Demanding Holder(s). If withdrawn, a demand for an Underwritten

Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 5(b)(iii) and

shall count toward the Yearly Limit and the Total Limit, unless either (A) the Demanding Holder(s) making the withdrawal has

not previously withdrawn any Underwritten Shelf Takedown or (B) the Demanding Holder(s) making the withdrawal reimburses the

Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder,

a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has

requested be included in such Underwritten Shelf Takedown); provided, that if any other Demanding Holder(s) elects to continue

an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead

count as an Underwritten Shelf Takedown demanded by such Demanding Holder(s) for purposes of Section 5(b)(iii) and

shall count toward the Yearly Limit and the Total Limit. Following the receipt of any Withdrawal Notice, the Company shall promptly forward

such Withdrawal Notice to any other Requesting Holders. Notwithstanding anything to the contrary in this Agreement, the Company shall

be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 5(b)(v),

other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (B) of the second sentence of

this Section 5(b)(v).

Registration.

(i) Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or

if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities,

or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, or Company equity securities

for its own account or for the account of shareholders of the Company (or by the Company and by the securityholders of the Company including,

without limitation, an Underwritten Shelf Takedown pursuant to Section 5(b)(iii)), other than a Registration Statement (or

any registered offering with respect thereto) (A) filed in connection with any employee stock option or other benefit plan, (B) for

an exchange offer or offering of securities solely to the Company’s existing securityholders, (C) pursuant to a Registration

Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor

rule thereto), (D) for an offering of debt that is convertible into equity securities of the Company, or (E) for a dividend

reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities

as soon as practicable but not less than seven days before the anticipated filing date of such Registration Statement or, in the case

of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement

used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering,

the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering,

and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number

of Registrable Securities as such Holders may request in writing within two (2) Business Days after transmission of such written

notice (such Registration, a “Piggyback Registration”). Subject to Section 5(c)(ii), the Company shall,

in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially

reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities

requested by the Holders pursuant to this Section 5(c)(i) to be included therein on the same terms and conditions as

any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable

Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities

in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form

with the Underwriter(s) selected for such Underwritten Offering by the Company.

(ii) Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten

Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating

in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the

Company or the Demanding Holders desire to sell, taken together with (a) the shares of Common Stock or other equity securities, if

any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons

other than the Holders of Registrable Securities hereunder (b) the Registrable Securities as to which Registration has been requested

pursuant to this Section 5(c), and (c) the shares of Common Stock or other equity securities, if any, as to which Registration

or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of Persons other than

the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

(A) If the Registration or registered offering is undertaken for the Company’s account, the Company

shall include in any such Registration or registered offering (I) first, the shares of Common Stock or other equity securities that

the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (II) second, to the extent that

the Maximum Number of Securities has not been reached under the foregoing clause (I), the Registrable Securities of Holders exercising

their rights to register their Registrable Securities pursuant to Section 5(c)(i) hereof (pro rata, as nearly

as practicable, based on the respective number of Registrable Securities that such Holder has requested be included in such Underwritten

Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering),

which can be sold without exceeding the Maximum Number of Securities; and (III) third, to the extent that the Maximum Number of Securities

has not been reached under the foregoing clauses (I) and (II), the shares of Common Stock or other equity securities,

if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration

rights of Persons other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of

Securities;

(B) If the Registration or registered offering is pursuant to a request by Persons other than the Holders

of Registrable Securities, then the Company shall include in any such Registration or registered offering (I) first, the shares of

Common Stock or other equity securities, if any, of such requesting Persons, other than the Holders of Registrable Securities, which can

be sold without exceeding the Maximum Number of Securities; (II) second, to the extent that the Maximum Number of Securities has

not been reached under the foregoing clause (I), the Registrable Securities of Holders exercising their rights to register their

Registrable Securities pursuant to Section 5(c)(i), pro rata, as nearly as practicable, based on the respective number of

Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable

Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum

Number of Securities; (III) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses

(I) and (II), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold

without exceeding the Maximum Number of Securities; and (IV) fourth, to the extent that the Maximum Number of Securities has not

been reached under the foregoing clauses (I), (II) and (III), the shares of Common Stock or other equity securities,

if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration

rights of such Persons other than the Holder of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number

of Securities; and

pursuant to Section 5(b), then the Company shall include in any such Registration or registered offering securities in the

priority set forth in Section 5(b)(iv).

(iii) Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding

Holder, whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 5(b)(v))

shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company

and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness

of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration

pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect

to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the

result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement

filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Notwithstanding anything to the contrary in this Agreement (other than Section 5(b)(v)), the Company shall be responsible

for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 5(c)(iii).

(iv) Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 5(b)(v),

any Piggyback Registration effected pursuant to Section 5(c) hereof shall not be counted as an Underwritten Shelf Takedown

under Section 5(b)(v) and shall not count toward the Yearly Limit or the Total Limit.

(d)             Market

Stand-off. In connection with any Underwritten Offering of equity securities of the Company, if requested by the managing Underwriter,

each Holder that is an executive officer or director of the Company or a Holder in excess of 5.0% of the then-outstanding Common Stock

or securities convertible thereinto (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer

any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement),

without the prior written consent of the Company, during the seven (7) days prior to and the 90-day period (or such shorter time

agreed to by the managing Underwriters) beginning on the date of pricing of such offering (the “Underwritten Lock-Up Period”).

Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially

the same terms and conditions as all other Holders). The terms of such lock-up agreements shall be negotiated among the applicable Holders,

the Company and the Underwriters and shall include customary exclusions from the restrictions on Transfer set forth therein. The Company

will not be obligated to undertake an Underwritten Shelf Takedown during any Underwritten Lock-Up Period binding on the Holders, nor will

the Company be obligated to include in any Piggyback Registration any Registrable Securities that are then subject to a “lock-up”

agreement.

In connection with any Underwritten

Shelf Takedown initiated by a Holder pursuant to Section 5(b)(iii), the Company agrees that it will not, without the prior

written consent of the managing Underwriter, effect any public sale or distribution of shares of Common Stock or any securities convertible

into or exchangeable or exercisable for shares of Common Stock (other than pursuant to registrations on Form S-4 or Form S-8

or any successor form thereto), during the seven (7) days prior to and the 180-day period (or such shorter time as may be agreed

between the Company and the managing Underwriter of such Underwritten Shelf Takedown) beginning on the date of pricing of such Underwritten

Shelf Takedown.

(e)             Legends.

Following the expiration of the Restricted Period, in connection with any sale or other disposition of the Registrable Securities by a

Holder pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission)

and upon compliance by the Holder with the requirements of this Section 5(e), if requested by the Holder, the Company shall

use its commercially reasonable efforts to instruct the transfer agent for the Registrable Securities (the “Transfer Agent”)

to remove any restrictive legends related to the book entry account holding such Registrable Securities (if the requirements of Rule 144

have been met) and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends promptly after

any such request therefor from the Holder; provided, that the Company and the Transfer Agent have timely received from the Holder

customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith.

Subject to receipt from the Holder by the Company and the Transfer Agent of customary representations and other documentation reasonably

acceptable to the Company and the Transfer Agent in connection therewith, the Holder may request that the Company remove any legend from

the book entry position evidencing its Registrable Securities and the Company will, if required by the Transfer Agent, use its commercially

reasonable efforts to cause its legal counsel to deliver a legal opinion, in a form reasonably acceptable to the Transfer Agent, to the

effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest

of such time as such Registrable Securities (i) are subject to or have been or are about to be sold pursuant to an effective Registration

Statement (including, without limitation, the Form S-3 Shelf) or (ii) have been or are about to be sold pursuant to Rule 144

promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission). If restrictive legends are

no longer required for such Registrable Securities pursuant to the foregoing, the Company shall, in accordance with the provisions of

this Section 5(e) promptly after any request therefor from the Holder accompanied by such customary and reasonably acceptable

representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the

Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry shares. The Company

shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such issuance.

(f)             General

Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect

such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof (and

including all manners of distribution in such Registration Statement as Holders may reasonably request in connection with the filing of

such Registration Statement and as permitted by law, including distribution of Registrable Securities to a Holder’s members, securityholders

or partners), and pursuant thereto the Company shall, as expeditiously as possible:

(i) prepare and file with the Commission, as soon as reasonably practicable, a Registration Statement with

respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective

and remain effective until all Registrable Securities have ceased to be Registrable Securities;

(ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration

Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%)

of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required

by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and

regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement

are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

(iii) prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish

without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’

legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement

(in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration

Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities

included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable

Securities owned by such Holders;

(iv) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (A) register

or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such

jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their

intended plan of distribution) may request (or provide evidence reasonably satisfactory to such Holders that the Registrable Securities

are exempt from such registration or qualification) and (B) take such action necessary to cause such Registrable Securities covered

by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of

the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders

of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such

jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction

where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation

in any such jurisdiction where it is not then otherwise so subject;

(v) use commercially reasonable efforts to cause all such Registrable Securities to be listed on each national

securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

(vi) provide a transfer agent and registrar for all such Registrable Securities no later than the effective

date of such Registration Statement;

(vii) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge

thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation

or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any

stop order or to obtain its withdrawal if such stop order should be issued;

(viii) prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such

Registration Statement or Prospectus as may be (A) necessary in order to comply with the Securities Act, the Exchange Act and the

rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (B) advisable in order to reduce

the number of days that sales are suspended pursuant to Section 5(i), furnish a copy thereof to each seller of such Registrable

Securities and by means of one counsel on behalf of all such sellers (excluding any exhibits thereto and any filing made under the Exchange

Act that is to be incorporated by reference therein);

(ix) notify the selling Holders at any time when a Prospectus relating to such Registration Statement is required

to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration

Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 5(i) hereof;

(x) in the event of an Underwritten Offering or sale by a broker, placement agent or sales agent that is registered

pursuant to a Registration Statement, permit a representative of the Holders (such representative to be selected by a majority of the

participating Holders), the Underwriters or other financial institutions facilitating such Underwritten Offering or other sale pursuant

to such Registration, if any, and any attorney, consultant or accountant retained by such Holders collectively, Underwriters or other

financial institutions to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and

cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative,

Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however,

that such representative, Underwriters or financial institutions agree to confidentiality arrangements, in form and substance reasonably

satisfactory to the Company, prior to the release or disclosure of any such information;

(xi) use commercially reasonable efforts to obtain a “comfort” letter (including a bring-down letter

dated as of the date the Registrable Securities are delivered for sale pursuant to such Registration) from the Company’s independent

registered public accountants in the event of an Underwritten Offering or a sale by a broker, placement agent or sales agent pursuant

to a Registration Statement (subject to such Underwriter or other financial institution facilitating such offering providing such certification

or representation as reasonably requested by the Company’s independent registered public accountings and the Company’s counsel),

to the extent customary, in customary form and covering such matters of the type customarily covered by “comfort” letters

as the managing Underwriter or other similar type of sales agent or placement agent may reasonably request;

(xii) use commercially reasonable efforts to obtain, in the event of an Underwritten Offering or sale by a broker,

placement agent or sales agent pursuant to a Registration Statement, to the extent customary, on the date the Registrable Securities are

delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter, dated such date, of counsel representing

the Company for the purposes of such Registration, addressed to the participating Holders, the broker, the placement agent or sales agent,

if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is

being given as the participating Holders, broker, placement agent, sales agent, or Underwriter may reasonably request and as are customarily

included in such opinions and negative assurance letters, provided, in each case, that such participating Holders provide such

information to such counsel as is customarily required for, or is reasonably requested by such counsel for purposes of, such opinion or

negative assurance letter;

(xiii) in the event of any Underwritten Offering or sale by a broker, placement agent or sales agent pursuant

to a Registration Statement, enter into and perform its obligations under an underwriting agreement, purchase agreement, sales agreement

or placement agreement in usual and customary form, with the managing Underwriter or broker, sales agent or placement agent of such offering

or sale;

(xiv) make available to its security holders, as soon as reasonably practicable, an earnings statement covering

the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective

date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder

(or any successor rule promulgated thereafter by the Commission);

(xv) with respect to an Underwritten Offering pursuant to Section 5(b)(iii), use its commercially

reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations

that may be reasonably requested (in light of the circumstances of the Company at the time) by the Underwriter in such Underwritten Offering;

and

(xvi) otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably

be requested by the Holders participating in such Registration, consistent with the terms of this Agreement, in connection with such Registration.

Notwithstanding the foregoing,

the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if

such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering

or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.

(g)             Registration

Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the

Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ or agents’

commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of Registration

Expenses, all reasonable fees and expenses of any legal counsel representing the Holders.

(h)             Requirements

for Participation in Underwritten Offerings. The Holders of Registrable Securities shall provide such information as may reasonably

be requested by the Company, or the managing Underwriter or placement agent or sales agent, if any, in connection with the preparation

of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the registration of any

Registrable Securities under the Securities Act pursuant to Section 5(b) or 5(c) and in connection with the Company’s

obligation to comply with federal and applicable state securities laws. Notwithstanding anything in this Agreement to the contrary, if

any Holder does not timely provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable

Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such

information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No Person may participate

in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration initiated by

the Company hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any arrangements

approved by the Company and (ii) timely completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up

agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements.

The exclusion of a Holder’s Registrable Securities as a result of this Section 5(h) shall not affect the registration

of the other Registrable Securities to be included in such Registration.

(i)             Suspension

of Sales; Adverse Disclosure; Restrictions on Registration Rights.

(i) Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a

Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies

of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare

and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing

by the Company that the use of the Prospectus may be resumed.

(ii) If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration

at any time would (A) require the Company to make an Adverse Disclosure, (B) require the inclusion in such Registration Statement

of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (C) in the good faith

judgment of the majority of the Company Board, be seriously detrimental to the Company, and the majority of the Company Board concludes

as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving

prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay

or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of

time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this

Section 5(i)(ii), the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use

of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives

written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality

of such notice and its contents.

(iii) Subject to Section 5(i)(iv), if (A) during the period starting with the date 60 days

prior to the Company’s good faith estimate of the date of the filing of, and ending on a date 120 days after the effective date

of, a Company-initiated Registration, and provided that the Company continues to actively employ, in good faith, all commercially reasonable

efforts to maintain the effectiveness of the applicable Shelf Registration, or (B) if, pursuant to Section 5(i)(iv),

Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters

to firmly underwrite such offering, then, in each case, the Company may, upon giving prompt written notice of such action to the Holders,

delay any other registered offering pursuant to Section 5(i)(iv).

(iv) The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement

pursuant to Section 5(i)(ii) or a registered offering pursuant to Section 5(i)(iii) shall be exercised

by the Company, in the aggregate, for not more than 60 consecutive calendar days or more than 120 total calendar days during any 12-month

period (a “Blackout Period”).

(j)             Reporting

Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company

under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file

within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or

15(d) of the Exchange Act.

(k)             Holder

Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 5

with respect to the Registrable Securities of any selling holder that such holder shall furnish to the Company such information regarding

itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to

effect the registration of such holder’s Registrable Securities.

(l)             Indemnification

and Contribution.

(i) The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities,

its officers, directors and agents and each Person who controls such Holder (within the meaning of the Securities Act) against all losses,

claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable outside attorneys’

fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration

Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto filed pursuant to this Agreement or any

omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,

except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder

expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each Person who controls such

Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification

of the Holder.

(ii) In connection with any Registration Statement filed pursuant to this Agreement in which a Holder of Registrable

Securities is participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits

as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”)

and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each Person who controls the

Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket

expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement

of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any

amendment thereof 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 not misleading, but only to the extent that such untrue statement is contained in (or not contained in,

in the case of an omission) any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,

however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and

the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such

Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify

the Underwriters, their officers, directors and each Person or entity who controls such Underwriters (within the meaning of the Securities

Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

(iii) Any Person entitled to indemnification herein shall (A) give prompt written notice to the indemnifying

party of any claim with respect to which it seeks indemnification (provided, that the failure to give prompt notice shall not impair

any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party)

and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying

parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably

satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any

settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party

who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than

one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any

indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect

to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter

into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party

pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of

such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to

such indemnified party of a release from all liability in respect to such claim or litigation.

(iv) The indemnification provided for under this Agreement shall remain in full force and effect regardless

of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified

party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering

also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the

Company’s or such Holder’s indemnification is unavailable for any reason.

(v) If the indemnification provided under Section 5(l) hereof from the indemnifying party

is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket

expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount

paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion

as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable

considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things,

whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to

state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied

by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s

relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the

liability of any Holder under this Section 5(l)(v) shall be limited to the amount of the net proceeds received by such

Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities

referred to above shall be deemed to include, subject to the limitations set forth in Sections 5(l)(i), 5(l)(ii) and

5(l)(iii) above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection

with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this

Section 5(l)(v) were determined by pro rata allocation or by any other method of allocation, which does not take

account of the equitable considerations referred to in this Section 5(l)(v). No Person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5(l)(v) from

any Person who was not guilty of such fraudulent misrepresentation.

(m)             No

Inconsistent Agreements. To the extent that the Company at any time grants registration rights to any Person that are, taken as a

whole, more favorable with respect to such Person than the registration rights granted in this Section 5 with respect to the

Holders, then this Agreement shall be deemed automatically amended, without the requirement of any further action or consent of any Party,

to provide the Holders with such more favorable registration rights, effective as of the date on which such more favorable registration

rights are granted to such Person. The Company shall promptly notify the Holders in writing of any such grant, describing in reasonable

detail the registration rights granted to such Person.

(n)             Term.

This Section 5 shall terminate with respect to a Holder on the date that such Holder no longer holds any Registrable Securities.

The provisions of Section 5(l) shall survive any termination.

6.             Information

Rights.

(a)             The

Company agrees to provide to Seller, upon written request made (x) through the Seller Designee or any Replacement Designee (for so

long as a Seller Designee or Replacement Designee is then serving on the Company Board) or (y) directly to the Company’s Chief

Executive Officer (or other designee appointed by the Company for such requests) (if no Seller Designee or Replacement Designee is then

serving on the Company Board), in each case, in accordance with Section 6(b), the following information:

(i) the Company’s annual audited financial statements (to the extent that the Company has not filed

such with the Securities and Exchange Commission via the Commission’s EDGAR system (or any successor thereto));

(ii) the Company’s unaudited quarterly financial statements (to the extent that the Company has not filed

such with the Securities and Exchange Commission via the Commission’s EDGAR system (or any successor thereto));

(iii) the annual budget and business plan for the next fiscal year, once approved by the Company Board; and

(iv) such other information or documents as may be reasonably requested by Seller in connection with monitoring

or making decisions with respect to its investment in the Company to the extent that such information or documents have been prepared

and is reasonably available at the time of the request.

(b)             Any

request by Seller for information pursuant to Section 6 shall be made in writing and directed (x) to the Seller Designee

or any Replacement Designee (for so long as a Seller Designee or Replacement Designee is then serving on the Company Board), who, to the

extent the information falls within the scope of Section 6(a) shall bring the request to the attention of the Company

Board or the Chief Executive Officer (or other designee appointed by the Company for such requests), as appropriate, or (y) if no

Seller Designee or Replacement Designee is then serving on the Company Board, directly to the Company’s Chief Executive Officer

(or other designee appointed by the Company for such requests). As to any requests made pursuant to Section 6(a)(iii) and

(iv), the Company shall not be required pursuant to this Section 6 to create any new information or materials that

is not already prepared in the ordinary course of business by the Company and the Company may redact or withhold any portion of information

or materials (i) that are expressly prohibited from being disclosed pursuant to an existing, bona fide contractual obligation owed

by the Company to a third party that is not an Affiliate of the Company, or where disclosure would be materially prejudicial to the Company’s

legal, commercial, or regulatory interests (including, without limitation, under CFIUS, FOCI and any other FDI Laws), (ii) as to

which disclosure to Seller would (A) violate applicable law, or (B) be reasonably likely to result in the loss of the attorney-client

privilege between the Company and its counsel with respect thereto or (iii) primarily relates to subject matter in which Seller has,

in the reasonable judgment of the Company in consultation with counsel, a conflict of interest.

acknowledges that the Company is a public company issuer registered with the SEC with stock traded on the NYSE. Seller, on behalf of itself

and its Affiliates, hereby acknowledges that: (i) the information described in Sections 3 and 6 of this Agreement may

contain or constitute material non-public information concerning the Company and its Affiliates; and (ii) trading in the Company’s

securities while in possession of material non-public information or communicating that information to any other person or party who trades

in such securities could subject Seller, its Affiliates or other parties to liability under the U.S. federal and state securities laws,

and the rules and regulations promulgated thereunder, including Section 10(b) of the Exchange Act and Rule 10b-5 promulgated

thereunder. Seller agrees that it and its Affiliates shall not trade in the Company’s securities while in possession of material

non-public information until it can do so in compliance with all applicable U.S. federal and state securities and regulations and without

breach of this Agreement. As a condition to receiving such information, Seller and the Company shall enter into a customary nondisclosure

agreement containing, among other things, appropriate protections necessary to preserve the attorney-client privilege.

(d)             The

rights granted under this Section 6 shall terminate and cease to apply immediately to the extent Seller no longer beneficially

owns at least 5% of the outstanding Common Stock.

7.             Status

as “Insider”. Seller agrees that so long as the Seller Designee or any Replacement Designee is a member of the Company

Board, Seller or any other Permitted Transferee, for themselves and their respective Affiliates, shall comply with the ESCO Technologies

Inc. Insider Trading Policy (as amended from time to time, the “Company Insider Trading Policy”) to the same extent

as such Insider Trading Policy applies to directors of the Company, including with regard to the continuation of such obligations relating

to Material Non-Public Information (as defined therein) after cessation of status as a director of the Company until such time as it has

become public or is no longer material, as set forth in Section 2 thereof (and, for the avoidance of doubt, such Seller Designee

or Replacement Designee shall comply with the Company Insider Trading Policy, as applicable to all other independent directors of the

Company); provided, that the foregoing shall not restrict any Transfer of shares of Common Stock pursuant to an Underwritten Offering

or Underwritten Shelf Takedown effected in accordance with Section 5 of this Agreement and not subject to a Blackout Period;

and provided, further, that the Company Insider Trading Policy shall not be deemed to limit the information rights of the

Seller Designee (or any Replacement Designee) or its right to share information with the Seller or any Permitted Transferee(s) as

contemplated by this Agreement.

8.             Authority.

Each of the Parties hereby represents and warrants that it has full power and authority to enter into this Agreement.

9.             Successors

and Assigns. Except as otherwise permitted herein, no Party may assign its rights and obligations under this Agreement, in whole or

in part, without the prior written consent of the other Party(ies). Notwithstanding the foregoing, Seller may assign its rights under

Section 3 to an Affiliate in connection with a transfer of all or substantially all of the Consideration Shares then held

by Seller to such Affiliate; provided, that such Affiliate agrees in writing to be bound by the terms and conditions of this Agreement

and such assignment is made in accordance with the terms of Section 1(d). This Agreement and the provisions hereof shall be

binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns.

10.           Specific

Performance. The Parties hereto each agree that each Party would be irreparably harmed in the event any provision of this Agreement

was not performed in accordance with the specific terms hereof or was otherwise breached or violated. Accordingly, the Parties agree that

in the event of such failure to perform or breach or violation of this Agreement by a Party, the non-breaching Party shall be entitled

to equitable relief, including injunctive relief and specific performance of the terms of this Agreement, without the necessity of proving

the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedies

which such Party may have at law or in equity. The Parties agree that, in the event of any action by the non-breaching Party for specific

performance or injunctive relief, the other Party will not assert that a remedy at law or other remedy would be adequate or that specific

performance or injunctive relief in respect of such failure to perform, or other breach or violation of the terms of this Agreement, should

not be available on the grounds that money damages are adequate or any other grounds.

11.           Governing

Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri without regard to conflict-of-law

principles.

12.           Jurisdiction.

The Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Missouri and to the jurisdiction

of the United States District Court for the Eastern District of Missouri for the purpose of any suit, action or other proceeding arising

out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon

this Agreement except in the state courts of Missouri or the United States District Court for the Eastern District of Missouri, and (iii) hereby

waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it

is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,

that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper

or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each of the Parties to this Agreement consents

to personal jurisdiction for any equitable action sought in the United States District Court for the Eastern District of Missouri or any

state court of Missouri having subject matter jurisdiction.

13.           Notices.

All notices, statements, instructions or other documents required to be given hereunder shall be in accordance with the notice provisions

in the Purchase Agreement.

14.           Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. This Agreement may be delivered via facsimile, electronic mail (including any electronic signature

complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other

applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly

and validly delivered and be valid and effective for all purposes.

15.           Amendments

and Waivers. Section 5 of this Agreement may be amended with the written consent of the Sellers and Permitted Transferees

beneficially owning a majority of the Registrable Securities and the Company and any other term of this Agreement may be amended with

the written consent of Seller and the Company. No delay or failure on the part of either Party in exercising any power or right under

this Agreement shall operate as a waiver of any power or right.

16.           Severability.

The provisions of this Agreement shall be deemed severable and the illegality, invalidity or unenforceability of any provision shall not

affect the legality, validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the

application of such provision to any Person or any circumstance, is held to be illegal, invalid or unenforceable, (a) a suitable

and equitable provision to be negotiated by the Parties hereto, each acting reasonably and in good faith, shall be substituted therefor

in order to carry out, so far as may be legal, valid and enforceable, the intent and purpose of such illegal, invalid or unenforceable

provision, and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall

not be affected by such illegality, invalidity or unenforceability, nor shall such illegality, invalidity or unenforceability affect the

legality, validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

17.           Construction;

Interpretation. This Agreement has been entered into freely by each of the Parties and shall be interpreted fairly in accordance with

its respective terms, without any construction in favor of or against either Party. Notwithstanding the foregoing, the Parties agree that

(i) the term “including” shall mean “including, without limitation,” in each instance in which such term

appears herein, (ii) whenever used herein, the singular shall include the plural, the plural shall include the singular, and the

use of any gender shall be applicable to all genders, (iii) the term “or” shall be construed both conjunctively and disjunctively

(i.e., as “and/or”) and (iv) the phrase “to the extent” shall mean the degree to which a subject or other

matter extends, and such phrase shall not simply mean “if”. The headings

in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or

otherwise affect any of the provisions of this Agreement.

18.           Entire

Agreement. This Agreement, the Purchase Agreement and the other documents referred to herein and therein constitute the entire agreement

between the Parties pertaining to the subject matter hereof, and supersede all prior and contemporaneous agreements, negotiations, understandings,

representations and warranties, whether oral or written, with respect to such matters.

[Signature Pages Follow]

IN WITNESS WHEREOF,

the undersigned has executed this Agreement as of the date first written above.

[TBG AG]

By:

Name:

Title:

[Signature Page to Shareholder Agreement]

IN WITNESS WHEREOF,

the undersigned has executed this Agreement as of the date first written above.

ESCO TECHNOLOGIES INC.

By:

Name:

Title:

[Signature Page to Shareholder Agreement]

Exhibit A

Form of Joinder Agreement

[Transferee Name]

[Address]

[●], 20[●]

ESCO Technologies Inc.

645 Maryville Centre Drive, Suite 300

St. Louis, MO 63141

[TBG AG]

Claridenstrasse 26

8002 Zurich

Ladies and Gentlemen:

Reference is hereby made to

that certain Shareholder Agreement, dated as of [●], 2026, by and between ESCO Technologies Inc., a Missouri corporation (the “Company”),

and [TBG AG, a Swiss stock corporation] (“Seller”) (as the same may be amended, restated, supplemented, or otherwise

modified from time to time in accordance with the terms thereof, the “Shareholder Agreement”). Capitalized terms used

but not defined herein shall have the meanings ascribed thereto in the Shareholder Agreement.

Pursuant to Sections [1(b)(ii) OR

1(b)(vi)] and 1(d) of the Shareholder Agreement, the undersigned hereby agrees that, following the execution and delivery of this

letter agreement by the undersigned, effective as of, and conditioned upon, the occurrence of the transfer, assignment or other conveyance

to the undersigned of all or any Consideration Shares, the undersigned shall become a Party to the Shareholder Agreement as a Holder [and

as a Permitted Transferee] for all purposes thereunder and shall be bound by, and subject to, the terms, conditions, restrictions and

obligations of the Shareholder Agreement applicable to the undersigned thereunder[, and, solely in the undersigned’s capacity as

a recipient of such Consideration Shares, the Purchase Agreement, in each case]2 in

such capacity as though an original Party thereto.

Very truly yours,

[TRANSFEREE]

By:

Name:

Title:

Bracketed language to be included only for Permitted Transferees (and, for the avoidance of doubt, such bracketed language shall not

be required for transfers pursuant to Section 1(b)(vi) of the Shareholder Agreement].

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