Level 3 Parent (LVLT) 8-KLumen Completes Sale of EMEA Business to Colt Technology Services for $1.8B

GLOBAL CROSSING TELECOMMUNICATIONS, INC., a corporation formed in the State of Delaware, United States with company number 2330300 whose registered office is at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 United States of America ( “GCT”)

LEVEL 3 INTERNATIONAL SERVICES, INC., a corporation formed in the State of Delaware, United States with company number 2887924 whose registered office is at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 United States of America (“L3IS”)

LEVEL 3 INTERNATIONAL, INC., a corporation formed in the State of Delaware, United States with company number 2921813 whose registered office is at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 United States of America (“L3I”)

CENTURYLINK COMMUNICATIONS, LLC, a limited liability company formed in the State of Delaware, United States with company number 642301 whose registered office is at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 United States of America (“CCL” and together with GCT, L3IS and L3I, the “Sellers”, and “Seller” means any one of them)

LEVEL 3 PARENT, LLC, a corporation formed in the State of Delaware, United States with company number 6195280 whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801 United States of America (the “Sellers’ Guarantor”)

COLT TECHNOLOGY SERVICES GROUP LIMITED, a company incorporated in England with registered number 03232904 whose registered office is at Colt House, 20 Great Eastern Street, London, England, EC2A 3EH (the “Buyer”)

THE ENTITIES whose names and company numbers are set out in column (1) of Schedule 1 (Details of the Buyer Companies) (the “Buyer Companies”, and “Buyer Company” means any one of them)

The Original Parties entered into a sale and purchase agreement dated 8 February 2023 in relation to the sale and purchase of the entire share capital of the companies listed in Schedule 1 of such agreement (the “Original Agreement”).

Clause 27 of the Original Agreement provides that the Original Agreement may be varied by the Original Parties in writing signed by or on behalf of each of the Original Parties.

The Original Parties wish to amend and restate the terms of the Original Agreement on the terms set out in this Deed (such amended and restated contract being the “Amended and Restated Agreement”).

Each of the Buyer Companies are entering into the Amended and Restated Agreement as purchasers of the entire share capital of the companies listed against their names in Schedule 1(a) of the Amended and Restated Agreement on the terms set out in this Deed.

DEFINITIONS AND INTERPRETATION

AMENDMENT AND RESTATEMENT OF THE ORIGINAL AGREEMENT

The Parties agree that, with effect from the date of this Deed:

the Original Agreement shall be amended and restated in the form set out in Schedule 2 (Amended and Restated Agreement);

the Buyer Companies shall be joined as parties to the Amended and Restated Agreement, and each Buyer Company covenants with each other Party that it shall perform and be bound by all the terms of the Amended and Restated Agreement applicable to it so far as they may remain to be observed and performed; and

the Amended and Restated Agreement shall supersede and replace the Original Agreement in its entirety.

Nothing in this Deed shall prejudice the rights and remedies of the Original Parties in relation to any breach of the Original Agreement occurring prior to the date of this Deed.

THIRD PARTY RIGHTS

COUNTERPARTS

GOVERNING LAW AND JURISDICTION

This Deed 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.

The English courts have exclusive jurisdiction to determine any dispute arising out of or in connection with this Deed (and, unless provided otherwise, any document entered into in connection with it), including disputes relating to any non-contractual obligations and each Party irrevocably submits to the jurisdiction of the English courts.

GLOBAL CROSSING TELECOMMUNICATIONS, INC., a corporation formed in the State of Delaware, United States with company number 2330300 whose registered office is at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 United States of America ( “GCT”)

LEVEL 3 INTERNATIONAL SERVICES, INC., a corporation formed in the State of Delaware, United States with company number 2887924 whose registered office is at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 United States of America (“L3IS”)

LEVEL 3 INTERNATIONAL, INC., a corporation formed in the State of Delaware, United States with company number 2921813 whose registered office is at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 United States of America (“L3I”)

CENTURYLINK COMMUNICATIONS, LLC, a limited liability company formed in the State of Delaware, United States with company number 642301 whose registered office is at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 United States of America (“CCL” and together with GCT, L3IS and L3I, the “Sellers”, and “Seller” means any one of them)

LEVEL 3 PARENT, LLC, a corporation formed in the State of Delaware, United States with company number 6195280 whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801 United States of America (the “Sellers’ Guarantor”)

COLT TECHNOLOGY SERVICES GROUP LIMITED, a company incorporated in England with registered number 03232904 whose registered office is at Colt House, 20 Great Eastern Street, London, England, EC2A 3EH (the “Buyer”)

THE ENTITIES whose names and company numbers are set out in column (1) of Schedule 1(a) (Details of the Buyer Companies) (the “Buyer Companies”, and “Buyer Company” means any one of them)

The Sellers have agreed to sell and the Buyer has agreed to buy the Business (through the acquisition of the entire issued share capital in the Transferring Companies) on the terms set out this Agreement and the related Transaction Documents.

The Sellers’ Guarantor has agreed to guarantee the performance of the Sellers’ obligations under this Agreement and the other Transaction Documents.

DEFINITIONS AND INTERPRETATION

In this Agreement:

is with a top 20 customer based on billable revenue for the financial year 2021 for the Business; (ii) with a top 24 vendor based on total spend for the financial year 2021 for the Business; (iii) with a top 20 data centre customer based on revenue for the financial year 2021 for the Business; (iv) the Subsea Network Services Agreement dated 1 August 2022 between, inter alios, Lumen Technologies Europe Limited and Global Crossing Americas Solutions, LLC, for the operation, maintenance and repair of certain subsea networks; (v) in respect of receiving marine maintenance and repair services; (vi) in respect of the grant of an indefeasible right of use in the Grace Hopper, Dunant, and Apollo South subsea cable systems; or (vii) with Network Rail or its affiliates for the purposes of granting an easement to lay and install network equipment across certain rail routes;

involve a Transferring Company using or having the right to use material network infrastructure, including fiber, conduit space, power and other associated property necessary to operate a fiber optic network which (i) does not constitute an indefeasible right of use arrangement requiring payments by any Transferring Company to a third party in excess of $5,000,000 in a fiscal year or (ii) an indefeasible right of use arrangement with a value requiring payments to a third party exceeding $2,500,000 in a fiscal year;

evidence third-party indebtedness for borrowed money or the making of any loan, in each case, in excess of $1,000,000 individually;

involve any guarantee in respect of any Indebtedness or obligation of any person in an amount in excess of $1,000,000 (other than in the ordinary course of business and other than with respect to any indebtedness or obligation of any wholly-owned Transferring Company to another wholly- owned Transferring Company) other than the Guarantees;

involve any settlement, conciliation or similar agreement pursuant to which any Transferring Company will be required to pay consideration in excess of $500,000;

grant to any person a right to purchase (including rights of first refusal, options or similar rights) any material assets belonging to a Transferring Company in excess of $500,000; or

contain any future Capital Expenditure obligations of the Transferring Companies in excess of $5,000,000 which is not set out in the budget in paragraph 3(q) of Schedule 7, Part 2 (Contents of Completion Statements).

the 40 ordinary shares of €453.78 each in the capital of CenturyLink Europe, making up the entire issued share capital of CenturyLink Europe;

the EUR 35,000 share capital of Lumen Austria, making up the entire issued share capital of Lumen Austria;

the 201,376,855 ordinary shares of £1.00 each in the capital of Lumen EMEA, making up the entire issued share capital of Lumen EMEA;

the 3,100 ordinary shares of 100 DKK each in the capital of Lumen Denmark, making up the entire issued share capital of Lumen Denmark; and

all of the membership interests of US Asset Co..

In this Agreement, unless otherwise stated:

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

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;

reference to a document being in “agreed form” means, in relation to any document, the form of that document which has been identified in writing (including by way of email) by the Buyer’s Solicitors and the Sellers’ Solicitors as being in agreed form;

reference to a statute or statutory provision, enactment, EU directive or EU regulation includes a reference to:

any statutory amendment, modification, replacement consolidation or re-enactment of it from time to time except to the extent that any consolidation, re-enactment, modification or replacement enacted after the date of this Agreement would extend or increase the liability of any party to another under this Agreement; and

all orders, regulations, instruments or other subordinate legislation (as defined in section 21(1) of the Interpretation Act 1978) made under it to the extent in force at the date of this Agreement.

unless otherwise specified or required for the purpose of enforcement or interpretation, all references to statutes, statutory provisions or enactments are to statutes, statutory provisions or enactments of England;

references to any English statutory provision or legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or other legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most nearly approximates in that jurisdiction to the English statutory provision or legal term or other legal concept, state of affairs or thing;

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

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;

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;

a Clause or Schedule is to a Clause of or Schedule to, this Agreement and any reference to this Agreement includes its Schedules;

the terms “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;

references to “writing” or “written” include any method of reproducing words or text in a legible and non-transitory form and, for the avoidance of doubt, shall include text transmitted by e-mail;

references to “indemnify” and to “indemnifying” any person against any Losses by reference to any matter shall mean indemnifying that person on demand from and against all Losses suffered or incurred as a result of or in connection with or which would not have arisen but for that matter;

references to any “arrangement” shall include any contract, agreement, transaction, commitment, instrument, licence, franchise, assignment, lien, Encumbrance, charge, concession, understanding, permit, policy, grant, employee benefit or bonus, or other arrangement (in each case whether legally enforceable or not);

references to any “matter” shall be deemed to include any fact, matter, event or circumstance;

where any provision is qualified or phrased by reference to the “ordinary course of business”, that reference shall be construed as meaning the customary and usual course of trading for the Business during the 12 months before the date of the Put Option Agreement;

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; and

reference to the time of day is to the time in London.

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”.

In the Warranties references to any notice, allegation, claim, request or other communication having been received by a Transferring Company shall be construed as a reference to a communication received in writing (including e-mail) by a person whose job it was to receive or otherwise deal with it.

To determine whether a monetary limit or threshold set out in this Agreement has been reached or exceeded, any amounts not stated in United States dollars shall be converted into United States dollars at the Exchange Rate on the relevant date. The relevant date is:

when determining whether a limit or threshold in a warranty has been reached or exceeded, the date at which the Warranty is given;

when determining whether a threshold in Schedule 5 (Seller protection provisions) has been exceeded, the date a Claim is notified; and

when determining whether a threshold in Schedule 3 (Pre-Completion Obligations) has been exceeded, the date the relevant transaction was entered into or undertaken (as the case may be) in the relevant period.

SALE AND PURCHASE

Subject to the terms of this Agreement, the Sellers agree to sell to the Buyer and the Buyer Companies the Shares with full title guarantee and the Buyer shall procure that the Buyer Companies buy the entire legal and beneficial ownership in the Shares set against each of their names in column 3 of Schedule 1(a) (Details of the Buyer Companies), with all rights attaching to them, free from Encumbrances, with effect from Completion.

The Buyer and the Sellers are not obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously.

Each Seller covenants with the Buyer that:

it has now, and at all times up to and at Completion shall have, full power and the right to sell and transfer the legal and beneficial title in the Shares on the terms set out in this Agreement;

the Shares do, and at all times up to and at Completion shall, represent the entire allotted and issued share capital of the Target Companies; and

a Target Company (or a Subsidiary) is, and at all times up to and at Completion shall be, the sole legal and beneficial owner of the entire issued share capital of each Subsidiary, or in the case of: (a) Lumen East Africa Limited 80% of the entire issued share capital; and (b) until completion of the Reorganisation: (i) Lumen Technologies Germany GmbH 94.81% of the issued share capital; and (ii) Qwest Holdings B.V. the entire issued share capital, and in each case free from all Encumbrances.

The Shares shall be sold together with all rights attaching to them now or after the date of the Put Option Agreement, including all rights to any dividend or other distribution (other than any dividend or distribution which is included as a liability in the Completion Statement) declared, made or paid after the date of the Put Option Agreement.

Each Seller irrevocably waives and agrees to procure the waiver of any restrictions on transfer (including rights of pre-emption) that may exist in relation to the Shares, whether under the constitutional documents of the Target Companies or otherwise.

CONSIDERATION

The total purchase price for the Shares to be paid by the Buyer Companies to the Sellers under this Agreement is as follows:

the Enterprise Value; less

a sum equal to the Net Debt if a positive amount or plus a sum equal to the Net Debt if a negative amount; plus

an amount by which the Working Capital exceeds the Target Working Capital or minus an amount by which the Working Capital falls short of the Target Working Capital (hereby referred to as the “Working Capital Adjustment”),

The Sellers shall be entitled to the Consideration in the proportions set out in the Completion Statements.

Subject to the Sellers complying with their obligations under Schedule 4 (Completion formalities) the Buyer shall pay:

on behalf of the Buyer Companies, the Provisional Payment; and

on behalf of all Transferring Companies that at Completion are party to an Intercompany Payable with a member of the Seller’s Group, the Shareholder Debt Amount in the amounts and on behalf of the Transferring Companies as set out in Schedule 6 (Shareholder Debt Amount), payment of which shall be deemed as full and final settlement of all amounts owed at Completion between the Transferring Companies on the one hand and the Sellers’ Group on the other hand;

The Sellers hereby confirm that Level 3 Communications, L.L.C. is irrevocably authorised by the Sellers to receive payment of the Consideration (including any payments made in accordance with Clause 4.1), the Provisional Payment and the Shareholder Debt Amount on the Sellers’ behalf and the receipt by Level 3 Communications, L.L.C. shall be an absolute discharge for the Buyer Companies who shall not be concerned to see to the application of the relevant amount or be answerable for the loss or misapplication of the relevant amount.

ADJUSTMENTS TO CONSIDERATION

Following Completion, the Completion Statements shall be prepared and agreed or determined in accordance with Schedule 7 (Completion Statements) in order to ascertain Net Debt, Working Capital Adjustment and, accordingly, the amount of the Consideration, and:

if the Consideration exceeds the Provisional Payment, on behalf of the Buyer Companies the Buyer shall pay to the Sellers’ Nominated Account on behalf of the Sellers an amount equal to the excess; or

if the Consideration is less than the Provisional Payment, the Sellers shall pay the Buyer on behalf of the Buyer Companies an amount equal to the shortfall,

Any payment under this Agreement other than the repayment of the Shareholder Debt Amount shall, so far as it is able, be treated as an adjustment to the Consideration paid by the Buyer to the Sellers under the Agreement.

CONDITIONS AND TERMINATION

Completion is conditional on (subject to waiver in accordance with Clause 5.8):

in respect of the CMA:

the CMA having confirmed in terms and in a form satisfactory to the Buyer (subject always to the provisions of Clause 5.7) that it does not intend to request further information or open an investigation in relation to the Transactions or any matters arising therefrom, after submission by the Buyer of a briefing paper to the CMA’s merger intelligence committee setting out the reasons why the CMA should not commence an investigation; or

in the event that the Buyer, having consulted with the Sellers, elects not to submit the briefing paper referenced in Clause 5.1(a)(i) or if the confirmation referenced in Clause 5.1(a)(i) is not received following submission of such a briefing paper, the CMA having (A) requested the submission of, or received, a draft merger notice in relation to the Transactions; (B) given notice to the Buyer or a Seller that it is intending to commence a Phase 1 merger investigation in relation to the Transactions; (C) indicated that the statutory review period in which the CMA has to decide whether to make a reference in relation to the Transactions under Section 34ZA(3) of the Enterprise Act 2002 (the “Enterprise Act”) has begun; or (D) requested documents or attendance by a witness or witnesses under Section 109 of the Enterprise Act in relation to the Transaction; and the CMA having concluded following a Phase 1 merger investigation that it does not intend to make a Phase 2 reference under section 33(1) of the Enterprise Act (whether as a result of undertakings in lieu proposed by the Buyer in accordance with its obligations under Clause 5.7 of this Agreement or otherwise); or

if the CMA makes a Phase 2 reference under section 33(1) of the Enterprise Act, the CMA having (i) concluded in a report published in accordance with Section 38 of the Enterprise Act that the Transaction may not be expected to result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services; or (ii) in the event of a conclusion from the CMA, pursuant to section 36(1) of the Enterprise Act, that an anticompetitive outcome (within the meaning given by section 35(2)(b) of the Enterprise Act) has arisen or may be expected to arise, decided pursuant to section 41(2) and section 82 of the Enterprise Act to accept such undertakings as proposed by the Buyer (in accordance with its obligations under Clause 5.7 of this Agreement) to remedy, mitigate or prevent the anti-competitive outcome and determine the reference.

the European Commission having adopted a decision under Article 6(1)(b), 6(2), 8(1) or 8(2) of the EU Merger Regulation declaring the Transaction to be compatible with the internal market, either unconditionally or subject to conditions, obligations, undertakings or modifications on terms and in a form satisfactory to the Buyer (subject always to the provisions of Clause 5.6);

the Parties having received HSR Act Clearance in relation to the Transaction;

the approvals required to be obtained from the FDI Authority shall have been obtained, be in full force and on terms satisfactory to the Buyer in the following jurisdictions:

Austria;

Denmark;

France;

Germany;

Italy;

Romania; and

Spain;

to the extent that any Irish foreign direct investment screening legislation (pursuant to Regulation 2019/452 of the European Parliament and Council of the European Union of 19 March 2019) (the “Irish FDI Regime”) is established prior to Completion - and application to the Transaction is determined - the following event having occurred before Completion:

the Department of Enterprise, Trade and Employment deciding in terms satisfactory to the Buyer that it will not call in the Transaction under the Irish FDI Regime; or

clearance, consent or other applicable authorisation for the Transaction having been obtained by the Department of Enterprise, Trade and Employment;

in so far as the Parties, acting in good faith, agree that the Transaction falls within the scope of the Belgian foreign direct investments screening regime as envisaged by the Cooperation agreement of 1 June 2022 on the screening of foreign direct investments, clearance for the Transaction is obtained from the Interfederal Screening commission (Interfederale Screeningscommissie / Commission de Filtrage Interfédéral);

in so far as the Parties, acting in good faith, agree that the Transaction falls in the Netherlands within the scope of either article 14a.2 of the Dutch Telecommunications Act (Telecommunicatiewet) or the Dutch Act on Security Screening of Investments, Mergers and Acquisitions Act (Wet Veiligheidstoets investeringen, fusies en overnames), clearance for the Transaction from the Bureau Toetsing Investeringen;

FCC consent (as conditioned by any mitigation conditions agreed to obtain Team Telecom and U.S. State Department clearance) shall have been obtained and be in full force and effect (the “FCC Condition”);

receipt of CFIUS Clearance, if a notice is submitted to CFIUS in accordance with the terms of this Agreement (the “CFIUS Condition”);

receipt in writing from the UK Secretary of State of:

a notification under section 14(8)(b)(ii) of the UK National Security and Investment Act 2021; or

a final order under section 26(2)(b) of the UK National Security and Investment Act 2021 that is on terms that satisfactory to the Buyer; or

a final notification under section 26(2)(a) of the UK National Security and Investment Act 2021 (the “NS&I Condition”).

The Buyer shall, at its own cost, have primary responsibility for fulfilling the Conditions and shall take any commercially reasonable steps for that purpose, including making appropriate applications, submissions, notifications and filings in consultation with the Sellers’ Representative in accordance with this Clause 5.2 within the timeframes stipulated at Clause 5.5 below. For this purpose the Buyer shall:

allow the Sellers’ Representative a reasonable opportunity to comment on all material draft applications, notifications or filings, and give reasonable consideration to any such comments and provide the Sellers’ Representative with the final drafts, prior to submission to any Authority, in accordance with this Agreement;

provide the Sellers’ Representative with reasonable notice of any material meeting or call with any Authority in connection with the Transaction, and, where appropriate, allow the Sellers’ Representative or adviser of the Sellers to attend and participate in any meeting or call;

communicate on material subjects with any Authority only after prior consultation with the Sellers’ Representative or their advisers (and incorporating any reasonable comments and requests of the Sellers Representative and their advisers);

promptly notify the Sellers’ Representative and provide copies or (in the case of non-written communications) details, of all material communications with any Authority relating to any action required to satisfy or the satisfaction of the Conditions; and

regularly review with the Sellers’ Representative the progress of any notification or filings with a view to satisfying the Conditions at the earliest reasonable opportunity.

The Sellers shall promptly provide the Buyer, the Buyer Companies and any Authority with:

any necessary information, data and documents in their possession (and, to the extent such provision would include the disclosure of confidential or financial information, subject to appropriate confidentiality undertakings being obtained from such Authority) requested in reasonable time (unless it is a direct request from the Authority) and required for the purpose of making any submissions, notifications and filings to any such Authority; and

any other reasonable assistance required for the purposes of fulfilling the Conditions.

The Sellers shall be entitled to only share on an external counsel to counsel basis, any confidential, commercially sensitive or financial information regarding the Sellers or any member of the Sellers’ Group, that is reasonably required for the purpose of fulfilling the Conditions.

In furtherance and not in limitation to the provisions of Clause 5.2, the Buyer agrees:

for the purposes of satisfying Clause 5.1(b):

file the initial case team allocation request with the European Commission as soon as reasonably practicable after the execution of this Agreement; and

file the draft Short Form CO or Form CO in respect of the Transaction with the European Commission as soon as reasonably practicable thereafter;

to submit the briefing paper referenced in Clause 5.1(a)(i), or the draft merger notice referenced in Clause 5.1(a)(ii), to the CMA as soon as reasonably practicable after the execution of this Agreement and/or, in the event the CMA does not give the confirmation referenced in Clause 5.1(a)(i), submit a draft merger notice to the CMA as soon as reasonably practicable thereafter;

to file (jointly with the Sellers if required) any notices, submissions, responses, information requested by any relevant Authority, including for the purposes of satisfying Clause 5.1(c) to Clause 5.1(f) (inclusive) as soon as reasonably practicable following the execution of this Agreement;

to file as soon as reasonably practicable following the execution of this Agreement (jointly with the Sellers if required) any notices, submissions, responses, draft agreements and amendments, information requested by Team Telecom, or agreement termination proposals with Team Telecom, but solely to the extent that such notices, submissions, responses, draft agreements and amendments, information requested by Team Telecom or agreement termination proposals are required in connection with the FCC’s review of any application filed in connection with the FCC Condition, or that Sellers or Buyer determines are required under Law;

to file a pre-filing version of a joint voluntary notice in respect of the Transaction pursuant to the DPA, and as soon as practicable thereafter, the Parties shall file, on a date that the parties mutually agree will minimize the risk of a withdrawal and refiling or other protracted review or investigation, a formal version of the joint voluntary notice pursuant to the DPA for the purpose of receiving satisfying the CFIUS Condition; and

to file the mandatory notification with the Department for Business, Energy and Industrial Strategy to satisfy the NS&I Condition as soon as reasonably practicable following the execution of this Agreement.

In furtherance and not in limitation to the provisions of Clause 5.3, the Sellers agree to file any notices, submissions, responses, information required or requested by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice for the purposes of satisfying Clause 5.1(c) as soon as reasonably practicable following the execution of this Agreement.

Without prejudice to any other provision of this Agreement:

the Buyer shall promptly take any and all actions required by any relevant Authority in order to satisfy any of the Conditions so as to enable Completion to occur as promptly as reasonably practicable (subject to the Sellers fulfilling their obligations under Clause 5.3) (and in any event no later than the Extended Long Stop Date), including: (i) negotiating, committing to and effecting, by consent decree, hold separate orders, trust or otherwise, the

sale, license, divestiture or disposition of any businesses, product lines or assets of the Target Companies; and (ii) otherwise taking or committing to take actions that after Completion would limit the Buyer’s or the Target Companies’ freedom of action or operations with respect to, or its or their ability to retain, any businesses, product lines or assets of the Target Companies. In that regard the Buyer shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits the Buyer’s or the Target Companies’ ability to retain or freedom of action with respect to, any of the businesses, product lines or assets of the Target Companies; provided that any such action contemplated above is conditioned upon the consummation of the Transaction;

the Buyer agrees to provide such information and assurances as to financial capability, resources, creditworthiness, foreign ownership, character and other qualifications as may be reasonably required to respond to any request from any Authority or other third party in connection with satisfying the Conditions;

whether or not the Transaction is consummated, the Buyer shall be responsible for all filing fees (including all filing fees with respect to any regulatory approvals required to satisfy the Conditions) of any Authority in order to satisfy the Conditions other than the fees of and payments to the Sellers’ legal and professional advisors;

the Buyer shall not make any filings or communicate with any Authority which is not required in order to fulfil the Conditions, or include any material information in excess of what is reasonably required in a required filing with any Authority, without in each case first obtaining the prior written consent of the Sellers to the making of it and to its form and content (provided that such consent is not unreasonably withheld or delayed); and

the Buyer shall notify the Sellers’ Representative promptly upon:

becoming aware that a Condition has been fulfilled;

any material contact from any Authority; and

becoming aware of any matter that may be reasonably expected to prevent or delay the satisfaction of any Condition prior to the Long Stop Date.

The Buyer may by notice to the Sellers’ Representative waive any Condition that is capable of waiver, provided that the Buyer has obtained the prior written consent of the Sellers’ Representative (not to be unreasonably withheld).

If the Conditions are not satisfied (or become incapable of being satisfied) or (where applicable) have not been waived in accordance with Clause 5.8 on or before the Long Stop Date (or if applicable, the Extended Long Stop Date), this Agreement shall terminate and the provisions of Clause 21 (Termination) shall apply 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 any of the Surviving Provisions.

If, by 30 June 2023, any Conditions remain unsatisfied but are still capable of being satisfied, the Sellers’ Representative and the Buyer shall each individually have the right (prior to the Long Stop Date) to give notice to the other to extend the Long Stop Date for satisfaction or waiver of the Conditions to a date falling no later than six calendar months after the Long Stop Date (the “Extended Long Stop Date”).

PRE-COMPLETION

Until Completion the Sellers undertake, within the confines of applicable law, to procure the performance and observance by the Transferring Companies of the things specified in Schedule 3 (Pre-Completion Obligations) provided always that nothing shall impose any obligation on the Sellers to prevent or restrict any Transferring Company from doing or omitting to do anything:

subject to Schedule 3 (Pre-Completion Obligations) required for the performance of any contract (including any contract relating to any debt or borrowing arrangements), agreement or arrangement entered into prior to the date of the Put Option Agreement which has been Disclosed;

required in order to comply with any applicable Law or regulation or court order or as required by any Authority;

that is otherwise than as specified in Schedule 3 (Pre-Completion Obligations), but for which the Buyer has provided prior written consent;

required in connection with the Reorganisation; or

in connection with any circumstance which is an emergency posing an imminent threat to human health or safety or with respect to which, imminent action is required to prevent the imposition of material liability on any Transferring Company, provided that to the extent practicable the Sellers shall be required to notify the Buyer, and obtain the Buyer’s prior written consent, in advance of any such action and, to the extent not so practicable, in any event notify the Buyer of any such action promptly thereafter.

Before Completion the Buyer shall not, without the prior written consent of the Sellers’ Representative, contact any employees of, suppliers to, or customers of any member of the Sellers’ Group, including of a Transferring Company in connection with this Agreement or the Transaction, save that nothing in this Agreement shall prevent any member of the Buyers’ Group from contacting any suppliers or customers of any member of the Buyers’ Group in the ordinary course of the operation of its own business or communicating with employees of the Transferring Companies (where required and in conjunction with the Sellers) in order to comply with their legal obligations in relation to works council or other consultation obligations, subject to any such communication being approved in advance by the Sellers’ Representative (such approval not to be unreasonably withheld or delayed). In the event that the Buyers’ Group wishes to issue a communication to the Employees prior to Completion, it should provide such communication to the Sellers’ Representative and the Sellers’ Representative shall issue such communication to the Employees if it (acting reasonably) determines that it is appropriate to do so.

Reorganisation

The Sellers shall use their respective reasonable endeavours to procure that the Reorganisation is completed as soon as reasonably practicable following the date of the Put Option Agreement.

On or before the date of this Agreement the Sellers’ Representative shall update the Buyer on the status and progress of the Reorganisation, and every 30 days after such date until the date of Completion the Sellers’ Representative shall keep the Buyer updated on the progress of the Reorganisation and shall take into due consideration any reasonable suggestion made by the Buyer on the implementation of the Reorganisation.

If the Sellers in their reasonable judgement determine that any individual step of the Reorganisation will result in an adverse change that is material to the proposed position of the Business at completion of the Reorganisation (as reflected in the Transaction Perimeter Summary), the Sellers’ Representative will notify the Buyer in advance of taking any actions in respect of such step and take into account their reasonable suggestions.

The Sellers shall procure that the Reorganisation is implemented in accordance with applicable Law and (without limitation) the following principles:

any applicable exemption from transfer taxes, VAT and stamp duties is to be properly claimed, provided that the cost of making such a claim is proportionate to the saving being made;

there is a legal and technical basis for adopting any Tax treatment;

each transfer of shares, assets or a business shall be pursuant to a written agreement between the transferor and transferee;

where local law requires consultation to take place with works councils or similar bodies or other consultation procedures to be followed, the parties acknowledge and agree that the Reorganisation will be carried out subject to those requirements;

the Sellers’ Representative and the Buyer shall continue after the date of the Put Option Agreement to agree in good faith the Transaction Comms and the content of any communications by a member of the Sellers’ Group with employees of, landlords of, suppliers to, or customers of the Business or any Authority in connection with the Reorganisation or the Transaction shall, to the extent practicable, be discussed with the Buyer in advance and the Sellers shall take into account any reasonable comments from the Buyer unless such communication is as set out in the Transaction Comms (as may be amended from time to time by agreement between the Buyer and the Sellers’ Representative) (save that nothing in this Agreement shall prevent any member of the Sellers’ Group from contacting any suppliers or customers of any member of the Sellers’ Group in the ordinary course of the operation of its own business unrelated to the Reorganisation or the Transaction);

other than as set out in the “Transferring IN” column in the Transaction Perimeter Summary, no assets or liabilities shall be transferred or assumed by the Transferring Companies from any member of the Sellers’ Group without the prior written consent of the Buyer, including (but not limited to) any cash, receivables from or payables to the Excluded Companies, Tax assets or Tax liabilities in each case except to the extent transferred within a Transferring Company, or prepayments in respect of any Excluded Asset;

other than as set out in the “Transferring OUT” column in the Transaction Perimeter Summary, no unregistered IPR owned by a Transferring Company shall be transferred out of any Transferring Company to any member of the Sellers’ Group (other than a Transferring Company) without the prior written consent of the Buyer;

there will be no material impact on the covenant supporting the UK DB Pension Schemes;

if the Sellers (acting reasonably) consider it to be necessary, the Trustees of the UK DB Pension Schemes will be informed of the Reorganisation steps relevant to the covenant supporting the UK DB Pension Schemes prior to implementation;

each transfer of a Transferring Employee to a Transferring Company under the Reorganisation shall be on terms which are not materially different to their existing terms which have been Disclosed;

the Sellers may replace an individual who is marked as “proxy” in the document contained in the Data Room at 2.12.10.5 “Updated Merlin Census with Salary for VDR - as of Oct 21 2022.xlsx” (the “Proxy Employee”) with an alternative employee (the “Proxy Replacement”) if:

the Seller reasonably considers that Proxy Replacement is equally aligned to the Business and/or to the skills, knowledge, experience and client relationships needed to successfully operate the Business than the Proxy Employee;

the replacement (together with all other replacements made in accordance with this Clause) does not (i) materially affect the overall mix of grades, skills or (ii) materially increase the overall employment costs or severance costs, of the group of Employees who are marked proxy at the date of this Agreement; and

The assessment will be made in good faith to ensure that the Employees are those who have the skills, knowledge, experience and client relationships needed to successfully operate the Business.

The Buyer acknowledges that the transfer of the Transferring Companies contemplated by this Agreement is not intended to convey to the Buyer any right, title or interest in any asset that is: (i) the Excluded Companies; (ii) the Excluded Marks (but without limiting any of the rights expressly granted in and to the Excluded Marks in favour of the Buyer in any Transaction Document) (iii) the Retained Customer Contracts; (iv) all books, records and files of Parent and its Associates, other than the books and records and files of the Transferring Companies or to the extent primarily relating to the Business; (v) the assets, properties and rights associated with Parent’s consolidated centralised support functions or network transport facilities used to provide the services that Parent and its Associates will provide after Completion under the Transaction Documents; (vi) any payments (or related credits) received by the Transferring Companies whether before or after Completion in relation to the Indefeasible Rights of Use Agreement between Atlantic Crossing Ltd and Deutsche Telekom AG dated 30 June 1998 (as

amended);(vii) Domain Names (with the exception of the Transferring IP Addresses); (viii) all assets and liabilities relating to operations in Russia; and (x) the assets listed in Schedule 8(Excluded Assets) (with all such assets, properties, Equity Interests and rights described in this sentence whether held by an Excluded Company or otherwise, being referred to as the “Excluded Assets”).

Subject to and without limiting any warranties, covenants and agreements of the Sellers under this Agreement or the other Transaction Documents, the Buyer agrees that the Transferring Companies shall assume or retain and be responsible for, from and after Completion, all of the liabilities and obligations of the Sellers or any of their Associates to the extent relating to, arising out of or resulting from the ownership, operation, or use the Transferred Assets, whether incurred before, on or after Completion other than to the extent such liabilities have already been paid for or discharged prior to the Effective Time, other than the Excluded Liabilities, (with all such liabilities and obligations described in this sentence being referred to collectively as the “Assumed Liabilities”).

Subject to Clause 6.4, in the event it is determined in the two year period following Completion that: (i) any asset that constitutes a Transferred Asset that should have been transferred to the Transferring Companies in accordance with Clause 6.3(a) was not so transferred, the Sellers shall procure that such asset shall be promptly transferred to the applicable Transferring Company; and (ii) any liability or obligation that constitutes an Assumed Liability that should have been assumed or retained by the Transferring Companies in accordance with Clause 6.3(f) but was not assumed or retained, the Sellers and the Buyer shall cause the applicable Transferring Company promptly to assume such liability or obligation, without the payment of consideration.

Subject to Clause 6.4, in the event it is determined in the two year period following Completion that: (i) any asset that is an Excluded Asset that should have been retained by or transferred to an Excluded Company in accordance with Clause 6.3(e) was retained by or transferred to the Transferring Companies, the Buyer shall cause the applicable Transferring Company promptly to transfer such asset to an Excluded Company designated by the Sellers; and (ii) any Excluded Liability that that should not have been assumed or retained by the Transferring Companies in accordance with Clause 6.3(f) but was assumed or retained by the Transferring Companies, such liability shall be promptly assumed by an Excluded Company designated by the Sellers.

In the event that any transfer of an asset or assumption of a liability occurs under Clause 6.3(g) or 6.3(h):

the Sellers shall be solely responsible for, and shall pay when required, any stamp duty, registration fees or other third party costs, and any other sales or transfer Tax;

the transfer or assumption shall take place between the transferor and transferee at nominal consideration; and

the Parties will each account to the other so as to achieve the commercial outcome which would have existed if the relevant asset or liability had been in the correct company at Completion.

To the extent that the Reorganisation is not completed by Completion, the Sellers shall procure that the Sellers’ Group shall provide all reasonable assistance and actions required by the Buyer’s Group to enable the Reorganisation to be completed as soon as practicable following Completion and for the avoidance of doubt the Buyer shall be entitled to complete the Reorganisation in any manner it, in its sole discretion, determines provided that it shall follow the principles set out in the Transaction Perimeter Summary.

Consents and Unassigned Assets

Prior to Completion, the Sellers shall, and shall cause each of their Associates to use reasonable endeavours:

to novate the contracts set out in Schedule 16 (Contracts for novation) to the Buyer or a Transferring Company; and

following a discussion with the Buyer to take any reasonable steps requested by the Buyer in connection with any other change of control consents which may be required in relation to the Material Contracts,

Notwithstanding anything to the contrary contained in this Agreement, but subject to Clause 6.4(d), to the extent that the conveyance, transfer, assignment, assumption, or delivery or attempted conveyance, transfer, assignment, assumption, or delivery to or from the Transferring Companies, as the case may be, of any Transferred Asset, Assumed Liability, Excluded Asset or Excluded Liability, as applicable, or any claim or right or any benefit arising thereunder or resulting therefrom, whether undertaken in connection with the Reorganisation or the transactions contemplated by the Transaction Documents, is prohibited by any applicable Law or would result in a material violation or breach of contract, or would require any material third-party authorisations, approvals, consents, novations, or waivers (other than approvals constituting condition which are expressly dealt with under Clause 5 (Conditions and Termination), which are separately governed by Clause 5 (Conditions and Termination)), and such authorisations, approvals, consents, novations, or waivers have not been obtained, or such violation or breach has not been cured, prior to Completion (all such assets, claims and rights, and the associated obligations attendant thereto, being hereinafter referred to collectively as the “Unassigned Assets”), Completion shall proceed without the conveyance, transfer, assignment, assumption, or delivery of such Unassigned Asset and there shall be no adjustment to the Consideration and the conveyance, transfer, assignment, assumption, or delivery of each such Unassigned Asset will automatically be deferred and will not occur until all such legal impediments are removed or such authorisations, approvals, consents, novations, or waivers have been obtained. Notwithstanding the foregoing, the Excluded Companies, or the Transferring Companies, as applicable, will thereafter hold such Unassigned Assets for the benefit of the Buyer, the Buyer Companies, the Transferring Companies or the Excluded Companies, as applicable, until the consummation of the conveyance, transfer, assignment, assumption, or

delivery thereof. Subject to Clause 6.4(d) and without limiting the foregoing, the parties shall use reasonable efforts, for two (2) years following Completion, and cooperate with each other, to obtain promptly such authorisations, approvals, consents, novations, or waivers, remove any legal impediment or cure any such violation or breach as necessary to convey, transfer, assign, assume, or deliver such Unassigned Assets. Pending such authorisation, approval, consent, novation, or waiver, or the cure of any such violation or breach, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to assert any rights under such Unassigned Asset and provide: (i) to the intended transferee the benefits burdens and obligations of such Unassigned Asset as if such Unassigned Asset was not an Unassigned Asset and had been conveyed, transferred, assigned, assumed, or delivered to the Transferring Companies or the Excluded Companies, as applicable, at Completion; and (ii) to the intended transferor the benefits, burdens and obligations that it would have obtained had the Unassigned Asset not been an Unassigned Asset and instead had been conveyed, transferred, assigned, assumed, or delivered at Completion in the manner contemplated by this Agreement. Once the authorisation, approval, consent, novation, or waiver for the conveyance, transfer, assignment, assumption, or delivery of any such Unassigned Asset is obtained, or such violation or breach is cured, the Sellers or the Buyer, as applicable, shall, or shall cause its applicable Associates to, complete the conveyance, transfer, assignment, assumption, or delivery of such Unassigned Asset to the intended transferee for no additional cost to the other party.

Subject Clause 6.4(d), to the extent that any such Unassigned Asset cannot be transferred or the full benefits of use of any such Unassigned Asset cannot be provided to the intended transferee at or following Completion pursuant to Clause 6.4(a), then the Buyer and the Sellers or one of their Associates shall enter into such mutually agreeable arrangements (including under the Transaction Documents or under additional subleasing, sublicensing or subcontracting arrangements) to provide to the Parties hereto the operational and economic equivalent, to the greatest extent permitted by applicable law, of obtaining such authorisation, approval, consent, novation, waiver, or removal of the legal impediment, and the performance by the intended transferee of the obligations thereunder in each case, to place the intended transferee in the same position as if such Unassigned Asset had been conveyed, transferred, assigned, assumed, or delivered to the Transferring Companies or the Excluded Companies, as applicable, at Completion in the manner contemplated by this Agreement. Unless provided otherwise in the Parties’ arrangements: (i) the intended transferor of the Unassigned Asset shall hold for and pay to, or cause one or more of its Associates to hold for and to pay to, the other party all income, proceeds, and other monies received by the intended transferor or any of its Associates in connection with its continuing ownership, operation, or use of the Unassigned Asset in connection with the arrangements under this Clause 6.4(c); and (ii) the intended transferee of the Unassigned Asset shall assume and pay to the other party, promptly upon receipt of any invoice from the other party, all liabilities associated with owning, operating or using the Unassigned Asset by the intended transferee of such Unassigned Asset or its Associates in connection with the arrangements under this Clause 6.4(c).

Notwithstanding anything to the contrary contained in this Clause 6.4 and unless provided otherwise in the Parties’ arrangements: (i) all obligations of any party under any provision of this Clause 6.4 shall lapse on the second anniversary of Completion, (ii) the Buyer shall have no obligation to make payments or incur any liability to obtain any authorisation approval, consent, novation or waiver or to effect any of the other transfers or transactions contemplated by this Clause 6.4 (other than mandated filing, recordation or similar fees payable to any Authority or as otherwise expressly contemplated by the Transaction Documents); (iii) no party shall be required to seek any authorisation, approval, consent, novation or waiver or to cure any violation or breach for any Contract that: (A) involved payments or benefits received or payments made by any Transferring Company or any other member of the Sellers Group of less than $1,000,000 during the year ended December 31, 2021; (B) involves payments or benefits to be received or payments made or Liabilities incurred by any Transferring Company or any other Associate of the Sellers reasonably expected to be less than $1,000,000 during the year ending December 31, 2022; or (C) is scheduled to expire within 90 days or can be terminated on 90 days or less notice without material liability; and (iv) the failure to receive any such authorisations, approvals, consents, novations or waivers or to effect any of the other transfers or transactions contemplated by this Clause 6.4 shall not be taken into account with respect to whether any Condition has been satisfied.

Financing

Accounts

The Sellers shall deliver to the Buyer the audited version of the Accounts along with an unqualified audit opinion no later than 120 days after the date of the Put Option Agreement (the “Audited Accounts”).

The Audited Accounts shall be the same as the Accounts save for any Permitted Variances.

U.S. Tax Election and Section 1060 Allocation Statement

Subject to Clause 6.7(b), the Buyer shall make an election under Section 338(g) of the U.S. Internal Revenue Code with respect to each eligible Transferring Company and provide copies of the requisite completed and signed IRS Form(s) 8023 to the Sellers on the date of Completion.

At least thirty (30) days prior to Completion the Buyer shall:

provide a draft of the requisite IRS Form(s) 8023 to the Sellers’ Representative and give them reasonable opportunity to review and provide comments on the same; and

incorporate all reasonable comments which the Sellers’ Representative makes in respect of the draft.

The Parties shall allocate the Consideration (including any adjustments referred to at Clause 4 (Adjustments to Consideration) pursuant to this Agreement in accordance with Section 1060 of the Code (including among any assets of a Transferring Company that is disregarded entity as separate from the Sellers for U.S. federal income tax purposes), and with respect to any Transferring Company for which a Section 338 Election is made, shall be further allocated to the assets of such Transferring Company in accordance with Treasury Regulations Section 1.338-6 (and any similar provision of state or local Laws, as appropriate). For the avoidance of doubt, the allocation pursuant to this Section 6.7(c) shall be in the same amount and in the same manner as it would have been had the Shareholder Debt Amount had been reduced to nil.

After the agreement or determination of the Completion Statements in accordance with Schedule 7, Part 1 (Preparation of Completion Statements) the Sellers shall promptly (but in any event no later than thirty (30) days thereafter) deliver to the Buyer an allocation statement (the “Section 1060 Allocation Statement”) prepared pursuant to the requirements in Clause 6.7(c).

The Buyer, the Sellers and the Transferred Companies shall file U.S. federal and state income tax Tax Returns and relevant U.S. federal and state income tax Tax forms and information reports in a manner consistent with the allocation pursuant to the Section 1060 Allocation Statement.

Prior to Completion, the Sellers and the Buyer shall procure that the relevant members of the Sellers’ Group (which includes Level 3) and the Buyer’s Group complies with their respective obligations under the Separation Planning Protocol. For purposes of those activities and to address the resolution of any issues arising under the Separation Planning Protocol, Schedule 8 (Governance) of the Transitional Services Agreement will be binding on the Sellers, Level 3 and the Buyer from the date of this Agreement. For the avoidance of doubt, completion of the activities under the Separation Planning Protocol is not a condition to Completion.

COMPLETION

Completion shall take place remotely on 1 November 2023 (or such other date as the parties shall agree in writing).

On Completion, the Sellers and the Buyer shall comply with their respective obligations in Schedule 4 (Completion formalities).

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 Sellers, or the Sellers, in the case of non-compliance by the Buyer, may at their election and, in each case, without prejudice to their other rights and remedies:

defer Completion to the first day of the following calendar month; or

proceed to Completion so far as is practicable on the original proposed date (which, for the avoidance of doubt, must be on the first day of a calendar month); or

following the deferral at Clause 7.3(a) (if the transactions have still not taken place) terminate this Agreement in which case the provisions of Clause 21 (Termination) shall apply.

SELLERS’ WARRANTIES

The Sellers warrant to the Buyer and the Buyer Companies that each of the following statements is now and will at Completion (by reference to the facts and circumstances existing at the relevant time) be true and accurate:

the information contained in Schedule 2 (Other Transferring Companies) is true, complete and accurate;

the only directors of a Transferring Company are the persons specified in relation to that Transferring Company in Schedule 2 (Other Transferring Companies);

the Sellers have the power and authority to enter into the Transaction Documents and to fully perform their obligations under them and the Transaction Documents will, when executed, constitute valid, legal and binding obligations on the Sellers in accordance with their terms;

other than the Conditions, the Sellers have obtained all applicable governmental, statutory, regulatory or other consents, licences, waivers or exemptions required to empower them to enter into and to perform their obligations under the Transaction Documents;

other than the Conditions, the entry into and the exercise by the Sellers of their rights and performance of their 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 or any order, decree, judgement, contract or other obligation binding on them (including any provision of their constitutional documents) which has or could have a material adverse effect on their ability to execute or perform their obligations under the Transaction Documents;

the Sellers are not a party to any litigation, arbitration or administrative proceedings, nor are they the subject of any governmental, regulatory or official investigation or enquiry which in each case is in progress and which has a material adverse effect on their ability to execute or perform their obligations under the Transaction Documents;

no action or steps have been taken by the Sellers, nor has legal proceedings started or been threatened against any Seller for:

its winding up or dissolution;

it to enter into any arrangement or composition for the benefit of creditors in any country or jurisdiction, including but not limited to a bankruptcy case under Title 11 of the United States Code or an assignment for the benefit of creditors; or

the appointment of a receiver, administrator, administrative receiver, liquidator, supervisor, compulsory manager, trustee or similar person of any of its revenues or assets,

For the avoidance of doubt, all of the warranties given by the Seller to the Buyer Companies in clause 8.1 shall be given to the Buyer Companies only in respect of:

the relevant Target Company which that Buyer Company is acquiring; and

any Transferring Companies which are direct or indirect subsidiaries of such Target Company.

The Sellers’ Guarantor warrants to the Buyer and the Buyer Companies that each of the following statements is now and will at Completion (by reference to the facts and circumstances existing at the relevant time) be true and accurate:

the Sellers’ Guarantor has the power and authority to enter into the Transaction Documents and to fully perform its obligations under them and the Transaction Documents will, when executed, constitute valid, legal and binding obligations on the Sellers’ Guarantor in accordance with their terms;

other than the Conditions, the Sellers’ Guarantor has obtained all applicable governmental, statutory, regulatory or other consents, licences, waivers or exemptions required to empower them to enter into and to perform their obligations under the Transaction Documents;

other than the Conditions, the entry into and the exercise by the Sellers’ Guarantor 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 or any order, decree, judgement, contract or other obligation binding on them (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;

the Sellers’ Guarantor is not a party to any litigation, arbitration or administrative proceedings, nor are they the subject of any governmental, regulatory or official investigation or enquiry which in each case is in progress and which has a material adverse effect on its ability to execute or perform its obligations under the Transaction Documents;

no action or steps have been taken by the Sellers’ Guarantor, nor has legal proceedings started or been threatened against the Sellers’ Guarantor for:

its winding up or dissolution;

it to enter into any arrangement or composition for the benefit of creditors in any country or jurisdiction, including but not limited to a bankruptcy case under Title 11 of the United States Code or an assignment for the benefit of creditors; or

the appointment of a receiver, administrator, administrative receiver, liquidator, supervisor, compulsory manager, trustee or similar person of any of its revenues or assets,

The liability of the Sellers in connection with this Agreement is limited in accordance with the provisions of Schedule 5 (Seller protection provisions).

SPECIFIC INDEMNITIES

The Sellers shall indemnify the Buyer and the Buyer Companies fully on demand in respect of all Losses incurred, suffered or sustained by any member of the Buyer’s Group resulting from or arising out of any of the following:

the steps and actions taken by any member of the Sellers’ Group and/or any Transferring Company to give effect to the Reorganisation (including but not limited to for the avoidance of doubt any claim against any member of the Transferring Companies if and to the extent it relates to the Excluded Assets), provided always that in no circumstances shall the Sellers have any liability to Buyer / Buyer’s Group under this Clause 9.1(a) in relation to (i) the Assumed Liabilities (other than in respect of the steps or actions relating to the Reorganisation pursuant to which they were assumed); and (ii) any fees, costs or expenses incurred by the Buyer or any member of the Buyer’s Group in connection with: the consideration of the Reorganisation; negotiation of this Agreement or any other Transaction Document; and/or review of any document or proposal relating to the consummation of any steps contemplated under the Reorganisation whether incurred before, on or after the date of this Agreement); or (iii) any Losses where those Losses would not have arisen if the steps taken as part of the Reorganisation achieved a position that would exist at Completion if the Shareholder Debt Amount had been reduced to nil instead of $1,600,000,000 (one billion six hundred million);

to the extent that the Reorganisation is not complete prior to Completion , all fees, costs and expenses reasonably incurred by the Buyer or any member of the Buyer’s Group in connection with completing the Reorganisation or arising out of the failure by the Sellers to have completed the Reorganisation on or before Completion;

the termination of employment of any employees of the Transferring Companies by a member of the Sellers’ Group prior to Completion or any failure by a member of the Sellers’ Group prior to Completion to comply with any information or consultation obligations in respect of the Reorganisation (including the transfer of the employment of the Retained Employees), save to the extent that such failure arises from any act or omission by the Buyer Group to comply with its legal obligations;

the employment or the termination of the employment of any Retained Employees who remain in the employment of any Transferring Company at Completion (but excluding any liability arising from any discriminatory acts or omissions of the dismissing party) subject to the following procedure:

if Buyer or Seller become aware that a Retained Employee remains or alleges that they remain in the employment of a Transferring Company after Completion, they will notify the other party within 7 days of becoming aware;

within 14 days of such notification, Seller may make or procure an offer of employment to the Retained Employee or seek to reach agreement on a settlement of their claims and the Buyer will provide reasonable co-operation; and

if the Retained Employee remains or alleges that they remain in employment with a Transferring Company 28 days after the notification referred to at Clause 9.1(d)(i), the Transferring Company will dismiss the Retained Employee within a further 28 days and shall use reasonable endeavours to hold an individual consultation meeting (in person or electronically) with such Retained Employee prior to dismissal;

any claim by an Employee or former employee or contractor or former contractor of a Transferring Company for underpayment of holiday pay in respect of any holiday taken in any period prior to Completion;

the claims brought by former employees in France referred to in the Data Room at 2.101.17;

any claim by an Employee or former employee of a Transferring Company in France related to the validity and enforceability of their working time scheme set in days over the year (“forfait-jours”), including notably any overtime hours and damages claimed, in respect of any period prior to Completion;

a Transferring Company is or becomes liable to make a payment under the agreement for the supply of on rail services between a Transferring Company and Telent Technology Services Limited (“Telent”) in respect of any debt which arises under Section 75 or 75A of the Pensions Act 1995 in relation to Telent’s participation in the Telent Technology Services Limited (Omnibus) Section of the Railways Pension Scheme;

the failure by the Sellers to procure that, in respect of the period prior to Completion, Lumen Technologies Italia S.r.l. has made all necessary filings and upload all required data with the Italian National Registry of Infrastructure (SINFI) pursuant to applicable Laws, including Article 4(2) of Legislative Decree no. 33/2016 (Italy) and Articles 3 and 5 and Annex A of Ministerial Decree 11 May 2016 (Italy); and

any amount paid by the Buyer’s Group to GCCIX W.L.L (a Bahraini company with limited liability and company registration no. 78805-1) (or a party acting on its behalf) in respect of settling the Federal Services Liability to the extent that an unprompted demand for payment has been made by GCCIX W.L.L (or a party acting on its behalf).

BUYER WARRANTIES

POST-COMPLETION MATTERS

Release of guarantees

Following Completion the Buyer shall use reasonable endeavours to procure the release and discharge as soon as reasonably practicable the guarantees, indemnities or other assurances entered into by the Sellers or any member of the Sellers’ Group which relate in whole or in part to the Business listed in Schedule 10 (Guarantees) (the “Guarantees”).

Following Completion the Buyer shall:

promptly supply to each recipient of a Guarantee (each an “Assured party”) such financial and other information relating to the Buyer’s Group as the Assured party may reasonably request in order to replace such Guarantee;

enter into and arrange for a suitable member of the Buyer’s Group to provide such guarantee, indemnity or other assurance or commitment or other form of security in favour of the Assured party or arrange for such third party financial guarantee, such bond, letter of credit or other form of assurance to be issued by a financial institution of sufficient credit rating as the Assured party may reasonably require for such purposes as a condition of release or discharge of any guarantee, indemnity or other assurance provided that, in each case, the Buyer shall not be required to offer a guarantee under which the amount of its liability is greater than the limit of liability set out above in relation to the Guarantee;

promptly to arrange and attend such meetings with the Assured party as may be reasonably necessary to obtain any relevant release or discharge; and

keep the Sellers’ Representative reasonably informed of the progress it is making in obtaining all releases and discharges and, upon written request by it, provide an update of such progress,

Access to records

Promptly following Completion the Sellers shall send to the Buyer at its registered office copies of any material books, records and papers of any Transferring Company not held by such Transferring Company.

For a period of six years following Completion, the Buyer shall (and shall procure that each other member of the Buyer’s Group and their respective agents and advisers shall) upon written request and subject to them having entered into appropriate confidentiality agreements provide the Sellers with such information of any Transferring Company as the Sellers may reasonably require in order to comply with any regulatory or tax reporting obligations.

Licence Renewals

For a period of 12 months following Completion, the Sellers (at their own cost) shall, and shall procure that the relevant member(s) of the Sellers’ Group shall, use reasonable endeavours to complete the following actions to the extent that they have not been completed on or before Completion:

renewal of the licence agreement between Level 3 and the County of Suffolk dated 4 September 1998 (as amended and assigned) and assignment of such licence to US Asset Co. (Supplemental Data Room reference 4.3);

grant of the required permit , from the National Parks Service required to run Yellow and AC-1 cables across parts of the beach where currently located in the name of US Asset Co (Supplemental Data Room reference 4.11);

grant of the necessary rights (as applicable) to run cables across Suffolk County roading so to ensure that from there is an unbroken chain of rights and interests connecting the cables connection point at US foreshore to Bellport and Brookhaven cable landing stations, and connecting between Bellport and Brookhaven and assignment of such rights to US Asset Co.;

delivery of the recorded copies of the Quite Claim Deeds evidencing recording of transfer of ownership of Brookhaven and Bellport Cable Landing Stations to the US Asset Co (Supplemental Data Room reference 2.1.10.2);

assignment of the rights to collocate at Virginia Beach cable landing station to US Asset Co. (Supplemental Data Room reference 4.10);

assignment of the Outside Plant Construction and Maintenance Agreement between KeySpan Communications Corp. and Global Crossing North America Networks Inc. and dated 20 November 2000 to US Asset Co. (Supplemental Data Room reference 4.8.1);

grant in favour of or assignment to US Asset Co. in respect of the necessary rights of grant to use the fibre route between 111 8th Avenue, New York and 33 Precision Drive, Shirley, New York (Supplemental Data Room reference 4.6.6); and

grant, in favour of or assignment to US Asset Co. in respect of the necessary rights of grant to use Crown Castle fibre route between 957 Station Road, Bellport, New York and 60 Hudson Street, New York (Supplemental Data Room reference 4.7.1).

For a period of 12 months following Completion, the Sellers shall use reasonable endeavours to assist the Buyer’s Group in obtaining any necessary grant or transfer (as applicable) to a Transferring Company of rights for, or in connection with, the following aspects of the Network (as defined by the Warranty Deed) although it is noted and acknowledged by the parties that the relevant personnel that have the requisite knowledge to procure or assist with such grants or transfers (as applicable) are Employees that will transfer to the Buyers’ Group on Completion, and therefore the Sellers’ Group may have limited knowledge of the matters in this clause 11.3(b) following Completion and may have no legal right to obtain a renewal, grant, or assignment from a third party in relation to the same:

the rights to run the subsea cable known as Ire-UK A across the foreshore such that a Transferring Company holds the benefit of an unbroken chain of rights for the connection between Irish territorial waters and the cable landing station being occupied by a Transferring Company located at Kilmore Quay, Ireland pursuant to a contract dated 1 April 2018 between (now) BT Communications Ireland Limited and Lumen Technologies PEC Ireland Limited (as amended);

the rights to run the subsea cable known as Ire-UK B across the foreshore such that Transferring Company holds the benefit of an unbroken chain of rights unbroken chain of rights for the connection between Irish territorial waters and the cable landing station owned by Lumen Technologies PEC Ireland Limited and being located at Ballinesker, Ireland (folio number WX34694F);

the rights to run cables between the two cable landing stations at Ballinesker, Ireland and Kilmore Quay, Ireland (as described in 11.3(c)(i) and (ii)), connecting via Dublin;

the rights to run the subsea cable known as Tangerine though Belgian territorial waters such that it connects with the existing rights contained within documents 5.1.39 and 5.1.40 of the Supplemental Data Room;

the rights to run the subsea cable known as AC-1 South across the foreshore at Whitesand Bay, Cornwall such that a Transferring Company holds the benefit of an unbroken chain of rights for the connection between United Kingdom’s territorial waters and the cable landing station owned by (now) Lumen Technologies Europe Limited at Whitesands Cable Station, Sennen, Penzance (title number CL138188);

the rights to run the subsea cable known as AC-1 North through German territorial waters and the foreshore such that a Transferring Company holds the benefit of an unbroken chain of rights for the connection between international waters to the cable landing station being leased by a Transferring Company at Sylt, Germany;

the rights to run the subsea cable known as PEC through Belgian waters and the foreshore such that a Transferring Company holds the benefit of an unbroken chain of rights for the connection between international waters to the cable landing station being owned by a Transferring Company at Bredene, Belgium; and

the rights to run the subsea cable known as AC-1 North through Netherlands’ territorial waters and the foreshore such that a Transferring Company holds the benefit of an unbroken chain of rights for the connection between international waters to the cable landing station being leased by a Transferring Company at Beverwijk, Netherlands.

To the extent that the actions in clauses 11.3(a) and 11.3(b) have not been completed on or before the date that is 12 months after the date of Completion (the “Renewal Obligation Initial Expiry Date”), the obligations under clauses 11.3(a) and 11.3(b) shall automatically be extended for a period of an additional 6 months following the Renewal Obligation Initial Expiry Date (the “Additional Renewal Obligation Period”) and the Sellers shall, and shall procure that the relevant member(s) of the Sellers’ Group shall, use all reasonable endeavours to complete or assist with the actions in clauses 11.3(a) and 11.3(b), respectively, within the Additional Renewal Obligation Period.

If by the expiry of the Additional Renewal Obligation Period, there are actions in clause 11.3(a) that have not yet been completed, the Sellers undertake to, and shall procure the relevant members of the Sellers’ Group undertake to:

deliver to the Buyer a power of attorney (POA) given by the relevant members of the Sellers Group (donor) in favour of the relevant members of the Buyers Group (donee) empowering them to take such actions as are reasonably required in connection with the completion of the outstanding actions in clause 11.3(a) on behalf of the donor provided always that the donee shall not be able to incur (or agree to incur) any financial or payment obligation on behalf of the donor without the donor’s prior written consent (such consent not to be unreasonably withheld or delayed; and

execute all documents that the Buyer’s Group may reasonably request that the Seller and/or the relevant member(s) of the Sellers Group execute in connection with the completion of the outstanding actions in clauses 11.3(a) provided always that such documents do not contain financial or payment obligation (excluding for these purposes any amount which a member of the Buyer’s Group elects to bear at its discretion) on behalf of the donor which are in excess of those contemplated at Clause 11.3(f) below.

Without limiting the Sellers’ obligations under this clause 11.3, the Sellers shall procure that the members of the Sellers’ Group:

work co-operatively with the Buyer in connection with the progress of the Sellers’ Groups’ obligations under this clause 11.3 and take all actions as may be reasonably requested by the Buyer in respect of such obligations; and

promptly provide any material information received from relevant third parties in connection with the Sellers’ obligations under this clause 11.3.

The Sellers agree to pay or refund the Buyer, or a member of the Buyer’s Group (as applicable and following presentation of the relevant invoice) for any all fees, costs and expenses (including: (i) back fees relating to any period prior to Completion; and (ii) any premia, payments, fees, costs or expenses required for renewals or to formalise informal or missing interests or rights) for or in connection with the matters in clause 11.3(a), provided always that such sums represent amounts which were either: (a) payable by a Seller, a member of the Sellers’ Group or a Transferring Company at or prior to Completion; or (b) would have been payable by a Seller, a member of the Seller’s Group or a Transferring Company, at or prior to Completion had the relevant permit, renewal and/or assignment (as applicable) been obtained prior to Completion.

Employee Matters

Activities

SELLERS AND BUYER GUARANTEE

In consideration of the entry of the Buyer and the Buyer Companies into this Agreement, the Sellers’ Guarantor irrevocably and unconditionally as primary obligor undertakes and guarantees to the Buyer and the Buyer Companies on demand the performance by each Seller of all its obligations in respect of each Transaction Document, including the due and punctual payment of all sums now or subsequently payable by any Seller to the Buyer or any of the Buyer Companies under any Transaction Document.

If a Seller defaults in the performance of any obligations under any of the Transaction Documents, including the due and punctual payment of any sums now or subsequently payable by a Seller to the Buyer under this Agreement, the Sellers’ Guarantor shall on demand perform (or procure the performance of) that obligation, so that the same benefits shall be conferred on the Buyer as would have been received if the relevant Seller had duly performed that obligation and indemnify the Buyer and the Buyer Companies on demand from and against all Losses suffered or incurred by the Buyer or any of the Buyer Companies as a result or in connection with any default by a Seller in the performance of its obligations.

The obligations and liabilities of the Sellers’ Guarantor in this Clause 12 (Sellers and Buyer guarantee) are continuing obligations and liabilities which shall remain in force until all the obligations of the Sellers under the Transaction Documents have been performed.

The obligations of the Sellers’ Guarantor under this Clause 12 (Sellers and Buyer guarantee) shall not be affected by anything which, but for this Clause 12 (Sellers and Buyer guarantee), might operate to release or otherwise exonerate it from or affect its obligations.

The Buyer may make one or more demands under this Clause 12 (Sellers and Buyer guarantee).

In consideration of the entry of the Seller into this Agreement, the Buyer irrevocably and unconditionally as primary obligor undertakes and guarantees to the Sellers on demand the performance by each Buyer Company of all its obligations in respect of each Transaction Document, including the due and punctual payment of all sums now or subsequently payable by any Buyer Company to the Sellers under any Transaction Document.

If a Buyer Company defaults in the performance of any obligations under any of the Transaction Documents, including the due and punctual payment of any sums now or subsequently payable by a Buyer Company to a Seller under this Agreement, the Buyer shall on demand perform (or procure the performance of) that obligation, so that the same benefits shall be conferred on the Sellers as would have been received if the relevant Buyer Company had duly performed that obligation and indemnify the Sellers on demand from and against all Losses suffered or incurred by the Sellers as a result or in connection with any default by a Buyer Company in the performance of its obligations.

The obligations and liabilities of the Buyer in this Clause 12 (Sellers and Buyer guarantee) are continuing obligations and liabilities which shall remain in force until all the obligations of the Buyer Companies under the Transaction Documents have been performed.

The obligations of the Buyer under this Clause 12 (Sellers and Buyer guarantee) shall not be affected by anything which, but for this Clause 12 (Sellers and Buyer guarantee), might operate to release or otherwise exonerate it from or affect its obligations.

The Sellers may make one or more demands under this Clause 12 (Sellers and Buyer guarantee).

ANNOUNCEMENTS AND CONFIDENTIALITY

Subject to the following provisions of this Clause 13 (Announcements and confidentiality), no announcement shall be made in relation to this Agreement unless:

it is agreed in writing by the Buyer and the Sellers’ Representative (the “Agreed Announcement”); or

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.

Nothing in this Agreement shall restrict the Buyer from communicating with the employees of any member of the Buyer’s Group, any parties to any contract made with any member of the Buyer’s Group and with any current or prospective customer of or supplier to any member of the Buyer’s Group in relation to the fact of the acquisition of any Transferring Company or matters incidental to the future operations of any business of any member of the Buyer’s Group provided that such communication reflects the Agreed Announcement.

Nothing in this Agreement shall restrict the Sellers after Completion from communicating with:

the employees of any member of the Sellers’ Group provided that such communication reflects the Agreed Announcement; and

any parties to any contract made with any member of the Sellers’ Group or with any current or prospective customer or supplier to any member of the Sellers’ Group in relation to the fact of the disposal of any Transferring Company provided that such communication reflects the Agreed Announcement.

Each Seller shall not, and shall procure that each other member of the Sellers’ Group shall not at any time disclose any Confidential Information relating to the Transferring Companies or the Buyer’s Group unless and then only to the extent that such disclosure is:

made by a party on a confidential basis to its professional advisers in connection with their provision of professional services;

made by a party on a confidential basis to its financiers or potential financiers in connection with its financing or refinancing arrangements;

required by a party in connection with an application for a tax clearance, grant or other concession;

made under the terms of an announcement permitted by this Agreement;

required to be made by law or by any securities exchange or regulatory or governmental body to which the disclosing party is subject provided that it shall (to the extent permitted) immediately notify the other party of this fact and take into account its reasonable requirements as to the timing, content and manner of making such disclosure; or

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 member of its group of any of the Transaction Documents).

The Buyer (and the Buyer Companies) shall not, and the Buyer shall procure that each other member of the Buyer’s Group shall not at any time disclose any Confidential Information relating to the Sellers’ Group unless and then only to the extent that disclosure is:

made by a party on a confidential basis to its professional advisers in connection with their provision of professional services;

made by a party on a confidential basis to its financiers or potential financiers in connection with its financing or refinancing arrangements;

required by a party in connection with an application for a tax clearance, grant or other concession;

made under the terms of an announcement permitted by this Agreement;

required to be made by law or by any securities exchange or regulatory or governmental body to which the disclosing party is subject provided that it shall (to the extent permitted) immediately notify the other party of this fact and take into account its reasonable requirements as to the timing, content and manner of making such disclosure; or

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 member of its group of any of the Transaction Documents).

The parties shall not, and the Sellers shall procure that no member of the Sellers’ Group and the Buyer shall procure that no member of the Buyer’s Group 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:

made by a party on a confidential basis to its professional advisers in connection with their provision of professional services;

made by a party on a confidential basis to its financiers or potential financiers in connection with its financing or refinancing arrangements;

required by a party in connection with an application for a tax clearance, grant or other concession;

made under the terms of an announcement permitted by this Agreement;

required to be made by law or by any securities exchange or regulatory or governmental body to which the disclosing party is subject provided that it shall (to the extent permitted) immediately notify the other party of this fact and take into account its reasonable requirements as to the timing, content and manner of making such disclosure; or

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 member of its group of any of the Transaction Documents).

ASSIGNMENT

This Agreement shall be binding on and inure for the benefit of the successors and permitted assigns of the parties.

Subject to Clause 14.3 no party 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.

Neither the Buyer nor any of the Buyer Companies may, without the consent of the Sellers, charge and/or assign all or any of its rights under this Agreement to any person by way of security for borrowings.

The Sellers may without the consent of the Buyer assign all or any of their rights under this Agreement to any member of the Sellers’ Group provided that before ceasing to be a member of the Sellers’ Group any assignee shall assign all assigned rights back to the Sellers or another member of the Sellers’ Group.

In relation to any assignment under Clause 14.3:

the assignor shall notify the other party as soon as reasonably practicable (and in any event within two Business Days) of the assignment;

any assignee shall not be entitled to receive under this Agreement any greater benefit than the assignor would have been entitled to under this Agreement, and no party shall incur any increase in liability under this Agreement which would not have occurred but for the assignment; and

if an obligation to assign back rights has arisen, no person shall be entitled to exercise the rights in question until such assignment has been completed as required.

SELLERS’ REPRESENTATIVE

Each Seller:

irrevocably and unconditionally appoints Level 3 International Inc. to act on that Seller’s behalf in relation to any act, matter or thing required or permitted by the terms of the Transaction Documents and any documents referred to in or ancillary to any Transaction Document, to be done by the Sellers or any of them (the “Sellers’ Representative”);

acknowledges that the Buyer and the Buyer Companies are entitled to treat any act, matter or thing done by the Sellers’ Representative as binding on all Sellers and is not required to enquire further in respect of such act, matter or thing; and

acknowledges that the Buyer and the Buyer Companies may discharge any obligation under the Transaction Documents to give any payment, document, notice or other thing to one or more of the Sellers (including any document served to initiate or as part of any Claims against any one or more of the Sellers) by giving it to the Sellers’ Representative.

The Sellers may, acting jointly, replace the Sellers’ Representative named in Clause 15.1(a) (or any replacement notified to the Buyer under this Clause) with another Sellers’ Representative, who shall be one of the Sellers, provided that the Sellers shall ensure that at all times a Sellers’ Representative is validly appointed in accordance with the terms of this Agreement. If for any reason the Sellers’ Representative named in Clause 15.1(a) (or its successor) is replaced as the Sellers’ Representative under this Agreement, the Sellers shall notify the Buyer of the newly appointed Sellers’ Representative and shall promptly provide such evidence of the validity of the appointment as the Buyer may reasonably request. Until the Buyer receives that notification (and, if applicable, evidence), it shall be entitled to treat the Sellers’ Representative named in Clause 15.1(a) (or its successor) as the Sellers’ Representative for the purposes of this Agreement.

The Sellers shall bear all costs (including reasonable legal costs) and expenses (including Tax) of the Sellers’ Representative.

BUYER COMPANIES’ REPRESENTATIVE

Each Buyer Company:

irrevocably and unconditionally appoints the Buyer to act on that Buyer Company’s behalf in relation to any act, matter or thing required or permitted by the terms of the Transaction Documents and any documents referred to in or ancillary to any Transaction Document, to be done by the Buyer Company or any of them;

acknowledges that the Sellers are entitled to treat any act, matter or thing done by the Buyer as binding on all Buyer Companies and is not required to enquire further in respect of such act, matter or thing; and

acknowledges that the Sellers may discharge any obligation under the Transaction Documents to give any payment, document, notice or other thing to one or more of the Buyer Companies (including any document served to initiate or as part of any Claims against any one or more of the Sellers) by giving it to the Buyer.

All covenants and contractual obligations that are owed to the Buyer pursuant to this Agreement, any Transaction Document and any documents referred to in or ancillary thereto will be owed to each of the Buyer Companies, provided that (i) in no circumstances shall the Sellers be liable more than once in respect of the same loss and (ii) the aggregate liability of the Sellers will not be greater than it would have been if (a) all of the Shares were purchased by and transferred to the Buyer and (b) if the covenants and contractual obligations had been owed solely to the Buyer.

The Buyer acknowledges that, where the Buyer is not permitted to carry out certain actions pursuant to the terms of this Agreement or is subject to a contractual obligation under any Transaction Document, these restrictions / obligations apply pari passu to each Buyer Company, as applicable.

Any claim made by a Buyer Company pursuant to this Agreement, a Transaction Document or any document referred to in or ancillary thereto may be made by the Buyer on their behalf.

ENTIRE AGREEMENT

The Transaction Documents contain the entire agreement between the parties, and replace all previous agreements and understandings between them, relating to their subject matter.

The parties agree that no representations, warranties, undertakings or promises have been expressly or impliedly given in respect of the subject matter of the Transaction Documents, and they are not relying on any representation, warranty, undertaking or promise, other than those which are expressly stated in the Transaction Documents.

Other than in relation to a statement made fraudulently:

neither party shall have any right or remedy in respect of any statement (whether negligent or innocent) not set out in the Transaction Documents upon which it relied in entering into the Transaction Documents; and

the only right or remedy that a party shall have in connection with the Transaction Documents (including for any statement repeated or deemed made in it, whether negligent or innocent) shall be for breach of contract and neither party shall be entitled to rescind or (except as otherwise expressly provided in this Agreement) terminate this Agreement nor shall they have the right to bring a claim in tort or under the Misrepresentation Act 1967 in connection with the Transaction Documents.

Any terms or conditions which may be implied by law in relation to the Transaction are excluded to the fullest extent permitted by law or, if and to the extent incapable of exclusion, any right or remedy in relation to them is irrevocably waived.

NON-RECOURSE

Any claim under or in connection with a Transaction Document (including its negotiation or performance) may be made only against the persons expressly identified as parties to that Transaction Document (each such person being, in relation to the relevant document, a “Transaction party”).

To the maximum extent permitted by applicable law, any person who is not a Transaction party in relation to a Transaction Document (including any shareholder, director, officer, employee, agent or adviser to any Transaction party) (each a “Non-party”), shall not have any liability under or in connection with that document (including its negotiation or performance, or in connection with the Warranties or any facts, matters or circumstances which may or might have been Disclosed) and the parties hereby waive and release, and undertake to procure the release and waiver by any Associate of it (including in the case of the Buyer, each member of the Buyer’s Group) of, all claims against and liabilities of any Non-party.

Save with regards to any liabilities to the extent that they have been specifically included in Net Debt or Working Capital, each Seller shall irrevocably waive or, if so requested by the Buyer, assign to a member of the Buyer’s Group notified in writing to the Sellers, and shall procure that each other member of the Sellers’ Group irrevocably waives or assigns to a member of the Buyer’s Group notified in writing to the Sellers, in each case with effect from the date of Completion, all claims arising prior to Completion against:

each Transferring Company; or

the respective officers, employees and workers of each member of the Buyer’s Group,

Save with regards to any liabilities to the extent that they have been specifically included in Net Debt or Working Capital, each Transferring Company shall irrevocably waive or, if so requested by a Seller, assign to a member of the Sellers’ Group notified in writing to the Buyers, and shall procure that each other member of the Buyers’ Group irrevocably waives or assigns to a member of the Seller’s Group notified in writing to the Buyers, in each case with effect from the date of Completion, all claims arising prior to Completion against:

all members of the Seller’s Group; or

the respective officers, employees and workers of each member of the Seller’s Group,

FURTHER ASSURANCE

COSTS

Except as provided otherwise in any Transaction Document, each party shall pay the costs and expenses incurred by it in connection with the drafting and negotiation of the Transaction Documents.

All stamp duty and similar transfer taxes arising or payable in connection with the sale of the Shares under this Agreement shall be borne by the Buyer and the Buyer Companies.

TERMINATION

Subject to Clause 21.1(a), this Agreement shall automatically terminate with immediate effect and each party’s rights and obligations shall cease to have force and effect in the circumstances contemplated by Clause 5.9 or Clause 7.3(c).

If this Agreement is terminated or terminates in accordance with Clause 21.1:

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 any of the Surviving Provisions; and

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, and

PAYMENTS

All sums payable under or pursuant to this Agreement shall be paid free of:

any counterclaim or set-off of any kind; and

any other deduction or withholding, except those required by law.

If in relation to any payment by the Buyer to the Sellers or the Sellers to the Buyer any deduction or withholding is required by law, or any amount (other than the Consideration or the payment of the Shareholder Debt Amount) paid under this Agreement is subject to Tax (or would have been but for the use of any Buyer’s relief or Accounts relief by the Buyer or Sellers relief by the Sellers (as those terms are defined in the Tax Deed)), the payer shall also pay to the recipient 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.

Clause 22.2 shall not apply to the extent that the deduction, withholding or Tax would not have arisen but for the payee:

not being resident for Tax purposes in the case of a Seller the US or in the case of the Buyer the UK; or

having assigned its rights under the Agreement.

The liability of the Sellers to pay an additional amount under this Clause 22 (Payments) shall be limited to the amount (if any) the Sellers would have been liable to pay to the Buyer if:

the Shareholder Debt Amount had been reduced to nil rather than $1,600,000,000 (one billion six hundred million) and the total purchase price for the Shares was payable and allocated accordingly;

all of the Shares were purchased by and transferred to the Buyer;

all sums (including the Consideration) payable by the Buyer and the Buyer Companies under this Agreement were only payable by Buyer;

all sums payable to the Buyer and the Buyer Companies were only payable to the Buyer; and

if the covenants and contractual obligations had been owed solely to the Buyer.

A Seller which is making any payment under this Agreement and the Buyer shall use reasonable (and which are requested by the Seller) endeavours to ensure that such payment can be paid free from any deduction or withholding, including, for the avoidance of doubt, the Buyer providing the Seller with any reasonable information requested by the Seller and/or completing any forms that the Buyer is validly able to complete as soon as is reasonably practicable to enable that Seller to reasonably satisfy itself that such payment may be made free from deduction or withholding.

If: (i) any payment made under this Agreement (the “Relevant Payment”) is subject to deduction or withholding; (ii) the provisions of Clause 22.2 of this Agreement apply in respect of the Relevant Payment; and (iii) the Buyer determines that it is entitled to a repayment or rebate in respect of the Relevant Payment pursuant to an applicable double tax treaty (the “Rebate”), the Buyer shall:

Notify the relevant Seller of the Buyer’s entitlement to the Rebate;

Upon written request from the relevant Seller, use reasonable endeavours to claim the Rebate; and

Pay to the Seller the lesser of:

the amount of the Rebate, less any reasonable out of pocket costs incurred by the Buyer in connection with obtaining the Rebate; and

the amount by which the Relevant Payment was increased as a result of Clause 22.2 of this Agreement.

Any payment required to be made pursuant to this Agreement shall be effected by crediting for same day value the account specified in this Agreement (or such other account as the party may notify to the other on no less than two Business Days’ notice) by way of electronic transfer on or before the due day for payment. If a party defaults in making payment when due of any sum payable under this Agreement, its liability shall be increased to include interest on that sum from the date when payment was due until the date of actual payment (after as well as before judgment) at 3% above the official bank rate of the Bank of England in force from time to time. The interest payable shall accrue from day to day and be compounded monthly.

Any payment by the Sellers under this Agreement or the Tax Deed shall, to the extent permitted by law, be treated as reducing the Consideration paid by the Buyer and received by the Sellers for the Shares.

LIABILITY AND RELEASE

The obligations of the Sellers under this Agreement are several. If any obligation of one or some but not all of the Sellers is, or becomes, illegal, invalid or unenforceable in any respect, that shall not affect or impair the obligations of the other Sellers under this Agreement.

Any obligation of the Sellers to the Buyer under this Agreement may in whole or in part be released or compromised by the Buyer in its absolute discretion without in any way prejudicing or affecting the Buyer’s rights against any other or others of the Sellers.

EFFECT OF COMPLETION

SEVERABILITY

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 or repeated breach.

THIRD PARTY RIGHTS

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 any member of the Buyer’s Group may enforce and rely on Clause 18.3 but that provision may be terminated, amended or modified in any manner without their written consent.

The parties may terminate or vary or waive any right or obligation under this Agreement without the consent of any third party.

VARIATIONS

NOTICES

Any notice 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 recorded delivery post (or airmail, if the destination is outside the country of origin), 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 this Clause).

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.

Without evidence of earlier receipt, communications complying with Clause 29.1 are deemed received:

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

if sent by “Special Delivery 9.00am/Next Day” or “Recorded Signed For” delivery, at 9.00am on the second Business Day after posting, or (if sent by airmail) fifth, Business Day after posting; or

if sent by email, at the earlier of:

the time a return receipt is generated automatically by the recipient’s email server;

the time the recipient acknowledges receipt; and

24 hours after transmission,

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 posted by prepaid recorded delivery post or prepaid airmail or 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.

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 or copied to that person (as the case may be).

This Clause does not apply to the service of any document required to be served in relation to legal proceedings.

Unless, otherwise stated, a communication given by any Seller in accordance with this Clause shall be deemed to have been given on behalf of all of the Sellers.

SERVICE OF PROCESS

Each of the Sellers and the Sellers’ Guarantor irrevocably appoint Lumen Technologies APAC Holdings Limited (company number 13517649) at its registered office as their agent for service of process in relation to any English court proceedings in connection with this Agreement.

Service on the 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.

If an agent changes its address to another address in England, the relevant party who appointed them (“Appointer”) shall within five Business Days notify the other party of the new address.

If an agent ceases to be able to act as agent or to have an address in England, the Appointer shall within five Business Days notify the other party of the appointment of a new agent acceptable to the other party, failing which the other party may serve proceedings on the Appointer in the Financial Times newspaper stating how the Appointer may obtain a copy of the proceedings. The proceedings shall be deemed to be served on the date of publication of the advertisement.

Nothing in this Agreement shall affect any party’s right to serve process in any other manner permitted by law.

COUNTERPARTS

GOVERNING LAW AND JURISDICTION

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.

All disputes between the parties arising under or in connection with this Agreement, including any questions regarding its existence, validity, breach or termination but excluding any dispute which is resolved pursuant to the provisions of Schedule 7 (Completion Statements) shall be finally settled under the Rules of Arbitration of the London Court of International Arbitration (“LCIA”) in effect at the time of arbitration (the “Rules”). In the event of any conflict between the Rules and this Agreement, the provisions of this Agreement shall prevail.

The number of arbitrators shall be three. The claimant and the respondent shall each nominate one member to the Arbitral Tribunal (as defined in the Rules). The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English. Service of any request for arbitration made under Clause 32.2 must be made in accordance with the provisions of Clause 29 (Notices).

The Arbitral Tribunal shall award to each party, if any, as determined by the Arbitral Tribunal in accordance with Article 28.4 of the Rules, all of their respective Costs and Fees. “Costs and Fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses (such as copying and telephone), court costs, witness fees and reasonable, documented attorneys’ fees (other than on a contingent fee basis).

Notwithstanding Clause 32.2, any provision in the Rules that is void, unenforceable or otherwise impermissible under English law shall not be deemed to be incorporated into this Agreement and shall not apply in any arbitration conducted under this Agreement.