Re: Project JetStream – Agreement n°4 re. postponement of the Long Stop Date in accordance with Section 4.3(c) of the SPA and increase of the Equity Value
Dear Sirs,
Reference is made to:
-the securities purchase agreement dated 7 March 2025 (the "SPA"), entered into between, inter alia, the Purchaser and the holders of securities of ASC3 LMB TopCo, a French société par actions simplifiée organized under the laws of France, whose registered office is at 36, avenue Pierre et Marie Curie, 19360 Malemort, registered with the Trade and Company Registry of Brive under number 908 675 119 (the “Company”), as sellers (the "Sellers"), relating to acquisition by the Purchaser, directly and indirectly, of all the share capital and voting rights of the Company from the Sellers; and
-the agreement to postpone the Long Stop Date entered into between the Sellers' Agent and the Purchaser on 29 July 2025 (the “Amendment n°1”), under which the Sellers' Agent and the Purchaser agreed to postpone the Long Stop Date provided in the SPA from 31 July 2025 (at 23.59 pm CET) to 31 August 2025 (at 23.59 pm CET);
-the agreement to postpone the Long Stop Date entered into between the Sellers' Agent and the Purchaser on 28 August 2025 (the “Amendment n°2), under which the Sellers' Agent and the Purchaser agreed to (i) postpone the Long Stop Date from 31 August 2025 (at 23.59 pm CET) to 31 October 2025 (at 23.59 pm CET) and (ii) increase the base Equity Value by €3,000,000 (increased from €365,000,000 to €368,000,000), as duly countersigned by the other Sellers; and
-the agreement to postpone the Long Stop Date entered into between the Sellers' Agent and the Purchaser on 29 October 2025 (the “Amendment n°3”, together with the Amendment n°1 and Amendment n°2, the “Amendments”), under which the Sellers' Agent and the Purchaser agreed to postpone the Long Stop Date from 31 October 2025 (at 23.59 pm CET) to 30 November 2025 (at 23.59 pm CET).
Capitalized terms not expressly defined in this letter (the "Letter") shall have the meaning ascribed to them in the SPA.
It is acknowledged that the Required Clearance CP has still not been satisfied on the date hereof and that there is a risk that it will not be satisfied by 30 November 2025. In this context and further to our discussions, we have agreed to (i) postpone the Long Stop Date from 30 November 2025 (at 23.59 pm CET) to 31 December 2025 (at 23.59 pm CET), and to (ii) increase the base Equity Value by an amount of € 2,000,000 from €368,000,000 to €370,000,000 so that the Section 3.1(a) of the SPA shall, as from the date hereof, be deemed amended as follows:
“3.1 Purchase Price of the Transferred Securities
(a)The aggregate value of all the Transferred Securities (the "Equity Value") shall be equal to:
(i)three hundred and seventy million euros (€370,000,000),