EX-2.1 2 dex21.

htm SHARE PURCHASE AGREEMENT

Exhibit 2.1

SHARE PURCHASE AGREEMENT

by and among:

RIVERBED TECHNOLOGY LIMITED,

a private limited company formed under the laws of England;

RIVERBED TECHNOLOGY, INC.,

a Delaware corporation (as Guarantor);

THE SELLERS LISTED ON SCHEDULE 1.2A;

THE CASH CANCEL SELLERS LISTED ON SCHEDULE 1.2B;

and

SCOTTISH EQUITY PARTNERS LLP,

a limited liability partnership formed under the laws of Scotland (as the Sellers’ Agent)

Dated as of July 19, 2011

TABLE OF CONTENTS

PAGE
1. DESCRIPTION OF TRANSACTION 1
1.1 Purchase and Sale of Shares 1
1.2 Purchase Price 1
1.3 Closing 3
1.4 Determination of Actual Net Working Capital 5
1.5 Adjustment to Gross Purchase Price 6
1.6 Earn-Out Consideration. 6
1.7 Withholding 11
2. REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS 11
2.1 Execution and Delivery; Valid and Binding Agreements 11
2.2 Authority; Capacity 11
2.3 Non-Contravention; No Consents or Approvals 12
2.4 No Legal Proceedings 12
2.5 Title and Ownership 12
REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED
3. 13
COMPANIES
3.1 Due Organization; No Subsidiaries; Etc 13
3.2 Charter Documents; Records 13
3.3 Capitalization 14
3.4 Financial Statements and Related Information 15
3.5 Liabilities 16
3.6 Absence of Changes 17
3.7 Title to Assets 19
3.8 Bank Accounts 19
3.9 Equipment; Real Property 19
3.10 Intellectual Property 20
3.11 Contracts 24
3.12 Compliance with Legal Requirements 27
3.13 Compliance with FCPA; Unlawful Payments 27
3.14 Governmental Authorizations; No Subsidies 27
3.15 Tax Matters 28
3.16 Employee and Labor Matters; Benefit Plans 33

i.

3.17 Environmental Matters 38

3.18 Insurance 39
3.19 Related Party Transactions 39
3.20 Legal Proceedings; Orders 39
3.21 Inapplicability of Anti-takeover Statutes 40
3.22 Non-Contravention; Consents 40
 3.23 Brokers 41
4. REPRESENTATIONS AND WARRANTIES OF GUARANTOR AND PURCHASER 41
4.1 Due Organization 41
4.2 Non-Contravention; Consents 41
4.3 Authority; Binding Nature of Agreement 42
4.4 Legal Proceedings 42
5. INDEMNIFICATION, ETC 42
5.1 Survival of Representations, Etc 42
5.2 Indemnification 43
5.3 Limitations 44
5.4 Notice 45
5.5 No Double Recovery 45
5.6 No Contribution 46
5.7 Defense of Third Party Claims 46
5.8 Setoff 46
5.9 Order of Recourse 47
5.10 Insurance Efforts 48
5.11 Tax Covenant 48
5.12 Instructions to the Escrow Agent 48
6. MISCELLANEOUS PROVISIONS 49
6.1 Sellers’ Agent 49
6.2 Waiver of Notice; Preemptive Rights; Termination of Agreements 50
6.3 Further Assurances 50
6.4 Fees and Expenses 50
6.5 Corporate Guaranty 51
6.6 Several Obligations 51
6.7 Notices 51
6.8 Headings 52
6.9 Counterparts and Exchanges by Electronic Transmission or Facsimile 52

ii.

6.10 Governing Law; Dispute Resolution 52

6.11 Successors and Assigns 53
6.12 Remedies Cumulative; Specific Performance 53
6.13 Waiver 53
6.14 Waiver of Jury Trial 53
6.15 Amendments 54
6.16 Severability 54
6.17 Parties in Interest 54
6.18 Entire Agreement 54
 6.19 Disclosure Schedule 54
6.20 Release 54
6.21 Public Announcements; Confidentiality 54
6.22 Cash Cancel Sellers 55
6.23 Construction 55

iii.

LIST OF EXHIBITS AND SCHEDULES

Exhibit A Certain Definitions

Exhibit B Tax Covenant
Exhibit C Form of Loan Note Instrument
Exhibit D Dispute Resolution Procedures
Schedule 1.2A The A Sellers; The B Sellers; The Deferred Sellers
Schedule 1.2B The Cash Cancel Sellers
Schedules 1.2(b)(ii) Special Escrow Amount
Schedule 1.2(c) Sellers’ Advisory Fees / Noble Payoff
Schedule 1.3(b)(xi) Company Options Not To Be Accelerated
Schedule 1.3(b)(xii) Options To Be Cash Cancelled
Schedule 1.4 Form of Net Working Capital Statement
Schedule 1.5 Allowance
Schedule 1.6(a)(i) Maximum Aggregate Earn-Out Consideration Payment
Schedule 1.6(a)(iv) One Year Bookings Threshold
Schedule 1.6(a)(vii) Specified Company Products
Schedule 1.6(a)(x) Specified OEM Development Work
Schedule 1.6(b) One Year Bookings Threshold
Schedule 1.6(b)(A) Maximum Aggregate Earn-Out Consideration Payment
Schedule 1.6(e) Terms of Reference
Schedule 3.5(d) Licensee; Action of Licensee
Schedule 5.3(d)(ii)(A) Applicability of Liability Cap
Schedule 5.3(d)(ii)(B) Applicability of Liability Cap
Schedule 5.3(d)(ii)(C) Applicability of Liability Cap
Schedule 6.7E Email Address
Schedule 6.7F Facsimile Number
Schedule Arma I Maximum Nominal Aggregate Earn-Out Consideration
 Payment for Purposes of Calculation of Arma Earn-Out
Fee
Schedule Arma II Maximum Aggregate Earn-Out Consideration Payment
Schedule Insurance Insurance Premium
Schedule Non-
Name of Non-Party Shareholder
Party Shareholder
Schedule Target Net Working
Target Net Working Capital Amount
Capital Amount

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of
July 19, 2011, by and among: Riverbed Technology Limited, a private limited company with
registered number 5090414 formed under the laws of England (“Purchaser”); Riverbed
Technology, Inc., a Delaware corporation, as Guarantor (“Guarantor”); the Persons holding
shares of Zeus Technology Limited, a private limited company formed under the laws of
England with registered number 03085230 (the “Company”) listed on Schedule 1.2A (such
Persons listed on Schedule 1.2A collectively being referred to as the “Sellers”); the Persons
listed on Schedule 1.2B; and Scottish Equity Partners LLP, a limited liability partnership
formed under the laws of Scotland with registered number SO301884, as the Sellers’
Agent (as defined in Section 6.1). Certain other capitalized terms used in this Agreement
are defined in Exhibit A.

RECITALS

A. The Sellers collectively own all of the issued and outstanding shares of Company Capital
Stock (including shares of Company Capital Stock to be issued immediately prior to the
Closing on the exercise of Company Options and Company Warrants) other than the Non-
Party Shares (the “Shares”).

B. Upon the terms and subject to the conditions set forth in this Agreement, Purchaser
desires to acquire from the Sellers all of the Shares, and the Sellers desire to sell to
Purchaser all of the Shares (such purchase and sale, the “Share Purchase”).

AGREEMENT

In consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

1. DESCRIPTION OF TRANSACTION

1.1 Purchase and Sale of Shares. At the Closing (as defined below), upon the terms and
subject to the conditions set forth in this Agreement, each of the Sellers shall sell to
Purchaser, and Purchaser shall purchase from each of the Sellers, the Shares set forth
opposite such Seller’s name on Schedule 1.2A, free and clear of all Encumbrances and
with the benefit of all rights of whatsoever nature attaching or accruing to such Shares, in
consideration for payments described in Sections 1.2, 1.5 and 1.6.

1.2 Purchase Price.

(a) Aggregate Purchase Price. Subject to Sections 1.2(b), 1.2(c), 1.2(d), and 1.2(e), the
purchase price payable by Purchaser to each Seller for all of the shares of Company
Capital Stock held by such Seller shall be: (i) an amount equal to the “Gross Purchase
Price” as set forth on Schedule 1.2A opposite such Seller’s name, which amount shall be
payable at the Closing in cash, without interest; plus (ii) any amounts payable to such
Seller in accordance with Section 1.5; minus (iii) any amounts payable by such Seller in
accordance with Section 1.5; plus (iv) the right to receive payments, if any, pursuant to
Section 1.6.

(b) Escrow. Notwithstanding anything to the contrary contained in Section 1.2(a) or

elsewhere in this Agreement, on the Closing Date:

(i) an aggregate of $16,500,000 (the “General Escrow Amount”) shall be:

(A) withheld from: (i) the “Gross Purchase Price” otherwise payable to the Sellers in
accordance with the amounts set forth on Schedule 1.2A in the column entitled “Seller
General Escrow Amount”; and (ii) the “Gross Purchase Price” otherwise payable to the
Cash Cancel Sellers in accordance with Schedule 1.2B in the column entitled “Cash Cancel
Seller General Escrow Amount,”; and

(B) paid or caused to be paid by Purchaser, in the amount of $239,549.38,

and such General Escrow Amount shall be deposited into an escrow account maintained
with a financial institution in the United Kingdom (the “General Escrow Account”), to be
held and distributed by the Escrow Agent in accordance with the terms of the Escrow
Agreement; and

(ii) an aggregate of the amount set forth on Schedule 1.2(b)(ii) (the “Special Escrow
Amount”) shall be withheld from: (A) the “Gross Purchase Price” otherwise payable to the
Sellers in accordance with the amounts set forth on Schedule 1.2A in the column entitled
“Seller Special Escrow Amount” and (B) the “Gross Purchase Price” otherwise payable to
the Cash Cancel Sellers in accordance with the amounts set forth on Schedule 1.2B in the
column entitled “Cash Cancel Seller Special Escrow Amount,” and such Special Escrow
Amount deposited into an escrow account maintained with a financial institution in the
United Kingdom (the “Special Escrow Account”), to be held and distributed by the Escrow
Agent in accordance with the terms of the Escrow Agreement.

(c) Sellers’ Advisory Fees and Noble Payoff. Notwithstanding anything to the contrary
contained in Section 1.2(a) or elsewhere in this Agreement, on the Closing Date, the
amounts set forth on Schedule 1.2(c) shall be withheld from: (i) the “Gross Purchase Price”
otherwise payable to the Sellers in accordance with the amounts set forth on Schedule
1.2A in the column entitled “Sellers’ Advisory Fees / Noble Payoff”; and (ii) the “Gross
Purchase Price” otherwise payable to the Cash Cancel Sellers in accordance with the
amounts set forth on Schedule 1.2B in the column entitled “Cash Cancel Sellers’ Advisory
Fees / Noble Payoff,” and such amounts shall be paid by Purchaser in accordance with
Section 1.3(c)(iii).

(d) Option and Warrant Exercise Price and Option Tax. Notwithstanding anything to the
contrary contained in Section 1.2(a) or elsewhere in this Agreement, on the Closing Date,
the amounts set forth on Schedule 1.2A and Schedule 1.2B in the columns entitled
“Exercise Price for Company Options and Company Warrants Exercised at Closing” and
“Option Tax” shall be withheld from: (i) the “Gross Purchase Price” otherwise payable to
the Sellers in accordance with the amounts set forth on Schedule 1.2A in the columns
entitled “Exercise Price for Company Options and Company Warrants Exercised at
Closing” and “Option Tax”; and (ii) the “Gross Purchase Price” otherwise payable to the
Cash Cancel Sellers in accordance with the amounts set forth on Schedule 1.2B in the
column entitled “Option Tax,” and such amounts shall be paid by Purchaser in accordance
with Section 1.3(c)(iv).

(e) Insurance Premium. Notwithstanding anything to the contrary contained in

Section 1.2(a) or elsewhere in this Agreement, on the Closing Date, the Insurance
Premium shall be withheld from: (i) the “Gross Purchase Price” otherwise payable to the
Sellers in accordance with the

amounts set forth on Schedule 1.2A in the column entitled “Sellers’ Insurance Premium”;
and (ii) the “Gross Purchase Price” otherwise payable to the Cash Cancel Sellers in
accordance with the amounts set forth on Schedule 1.2B in the column entitled “Cash
Cancel Sellers’ Insurance Premium,” and such amounts shall be paid by Purchaser in
accordance with Section 1.3(c)(v).

1.3 Closing.

(a) The consummation of the transactions contemplated by this Agreement (the “Closing”)
shall take place electronically on the date hereof simultaneously with the execution and
delivery of this Agreement (such date, the “Closing Date”).

(b) At the Closing, the Sellers shall deliver (or cause to be delivered) to Purchaser:

(i) stock transfer forms, duly executed by the registered holders of the Shares in favor of
Purchaser or its nominee(s), pursuant to which the Shares are, subject to stamping by Her
Majesty’s Revenue & Customs (“HMRC”), transferred to Purchaser, together with the
certificates representing the Shares (the “Share Certificates”) or, in the event that any
Share Certificates are lost or destroyed, indemnities, in the agreed form, duly executed by
the registered holders of such lost or destroyed Share Certificates containing a
representation and warranty that such Share Certificates have been lost or destroyed and
indemnifying and holding harmless Purchaser against any and all Damages arising due to
any breach or inaccuracy of such representation and warranty;

(ii) voting powers of attorney, in the agreed form, duly executed by each of the Sellers in
relation to the Shares that they own;

(iii) the Escrow Agreement, duly executed by the Sellers’ Agent;

(iv) a certificate (the “Closing Consideration Certificate”) duly executed by each of the
Designated Sellers, containing the aggregate amount of the Acquired Company
Transaction Expenses net of any VAT that is recoverable by the Company (the “Certified
Expense Amount”);

(v) the written resignations of all officers and directors of the Acquired Companies,
effective as of the Closing;
(vi) written acknowledgments pursuant to which each outside legal counsel and any
financial advisor, accountant or other Person who performed services for or on behalf of
any Acquired Company, or who is otherwise entitled to any compensation from any
Acquired Company, in connection with this Agreement, any of the transactions
contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of fees,
costs and expenses of any nature that is payable in connection with this Agreement and
any of the transactions contemplated by this Agreement; and (ii) that, upon receipt of the
unpaid amount referred to therein, it shall have been paid in full and is not (and will not
be) owed any other amount by any Acquired Company with respect to this Agreement, the
transactions contemplated by this Agreement or otherwise;

(vii) the stock ledger, minute books, statutory books, articles or certificate of incorporation
(in each case, complete and written up to the date of Closing) and

common seal of each Acquired Company, in each case, to the extent applicable to each
Acquired Company;

(viii) certificates representing the capital stock of each subsidiary of the Company (or an
affidavit in respect of any certificate that has been lost);

(ix) a pay-off letter from Noble Venture Finance II S.A (the “Lender”) indicating the total
amount due (including principal, interest and penalties, if any) (the “Noble Indebtedness”)
under that certain Facility Agreement dated September 25, 2008 by and among the
Company, the Lender and Zeus Technology, Inc., a Delaware corporation (“Zeus Inc.”) as
Guarantor, as amended (the “Noble Facility Agreement”);

(x) (A) duly completed forms MG02, in respect of that certain Debenture Over All Assets
and Undertaking dated as of September 25, 2008 between the Company and the Lender;
(B) a duly executed Deed of Release in favor of the Company and Zeus Inc.; and (C) a
cancelled stock power in favor of Zeus Inc. in respect of the Noble Facility Agreement, in
each case, in the agreed form (it being understood that the documents referred to in this
clause “(x)” will be held by Sellers’ Solicitors and delivered to Purchaser upon confirmation
of the payoff of the Noble Indebtedness);

(xi) resolutions of the board of directors of the Company, in the agreed form, accelerating
all unvested Company Options, except the Company Options described on Schedule 1.3(b)
(xi);

(xii) forms of instruction in the agreed form providing for the surrender and cancellation,
effective as of the Closing, of the Company Options described on Schedule 1.3(b)(xii) duly
executed by the holders of such Company Options (the “Company Option Cancellation
Agreements”);

(xiii) a written consent of the Company, as sole stockholder of Zeus Inc., in the agreed
form;

(xiv) resolutions of the board of directors of Zeus Inc. in the agreed form; and
(xv) stock transfer forms, duly executed by the registered holders of the Non-Party Shares
in favor of Purchaser or its nominee(s), pursuant to which the Non-Party Shares are,
subject to stamping by Her Majesty’s Revenue & Customs (“HMRC”), transferred to
Purchaser.

(c) At the Closing, Purchaser shall:

(i) pay or cause to be paid to the account of the Sellers’ Solicitors (who are irrevocably
authorized to receive the same), for the benefit of the Sellers, the General Escrow
Amount, which the Sellers’ Solicitors, on behalf of the Sellers, shall deliver or caused to be
delivered to the Escrow Agent in cash as a contribution to the General Escrow Account;

(ii) pay or cause to be paid to the account of the Sellers’ Solicitors (who are irrevocably
authorized to receive the same), for the benefit of the Sellers, the Special Escrow Amount,
which the Sellers’ Solicitors, on behalf of the Sellers, shall deliver or caused to be delivered
to the Escrow Agent in cash as a contribution to the Special Escrow Account;

(iii) pay or cause to be paid to the account of the Sellers’ Solicitors (who are irrevocably
authorized to receive the same), for the benefit of the Sellers: (A) certain advisory fees of
the Sellers in accordance with Schedule 1.2(c), which the Sellers’ Solicitors, on behalf of
the Sellers, shall deliver or caused to be delivered to the Persons whose names are listed
in the column entitled “Name of Sellers’ Advisors” on Schedule 1.2(c); and (B) the amount
of the Noble Indebtedness in accordance with Schedule 1.2(c) which the Sellers’ Solicitors,
on behalf of the Company, shall deliver or cause to be delivered to the Lender (it being
acknowledged and agreed that, to the extent that the amount of the Noble Indebtedness
on the date of repayment is less than the amount withheld in accordance with
Section 1.2(c) in respect of the Noble Indebtedness, the Sellers’ Solicitors shall distribute
the balance of the funds withheld to the Sellers and the Cash Cancel Sellers in the same
proportion as the amounts were withheld);

(iv) pay or cause to be paid to the Company (including through appropriate book entries)
the amounts set forth on Schedule 1.2A in the columns entitled “Exercise Price for
Company Options and Company Warrants Exercised at Closing” and “Option Tax” and the
amounts set forth on Schedule 1.2B in the column entitled “Option Tax”;

(v) pay or cause to be paid to the R&W Insurer (and/or its agents, as required) the
Insurance Premium;

(vi) pay or cause to be paid to the account of the Sellers’ Solicitors (who are irrevocably
authorized to receive the same): (A) for the benefit of (and for distribution by the Sellers’
Solicitors to) the Sellers and the Cash Cancel Sellers, by wire transfer of same day
available funds, an amount in cash, without interest, equal to the aggregate of the
amounts set forth on Schedule 1.2A and Schedule 1.2B in the columns entitled “Net
Purchase Price/Closing Payment” owed to each of the Sellers and the Cash Cancel Sellers;
and (B) for the benefit of (and for distribution by the Sellers’ Solicitors to) the Non-Party
Shareholder, by wire transfer of same day available funds, $460.09, in cash, without
interest.
(vii) cause to be delivered to the Sellers’ Agent the Escrow Agreement, duly executed by
Purchaser.

The parties agree that Purchaser shall be deemed to have satisfied its obligations under
clause “(i),” “(ii),” “(iii)” and “(vi)” of the immediately preceding sentence if Purchaser
delivers to the Sellers’ Agent evidence of a federal funds wire number evidencing the wire
transfers referred to in such clauses (and such wire transfers are ultimately received by
the intended recipients as described in such clauses). All payments and other actions
under this Section 1.3, and all documents to be executed and delivered by the parties
pursuant to this Section 1.3, shall be deemed to have been made, taken, executed and
delivered simultaneously.

1.4 Determination of Actual Net Working Capital. Within 60 calendar days after the Closing
Date, Purchaser shall prepare and deliver to the Sellers’ Agent a draft Net Working Capital
Statement in substantially the form of Schedule 1.4, signed by Purchaser, identifying
Purchaser’s calculation of the Net Working Capital Amount and any adjustments to the
purchase price payable for the Shares as a result of the Net Working Capital Amount being
greater or less than the Target Net Working Capital Amount. If the Sellers’ Agent does not
object to Purchaser’s draft Net Working Capital Statement within 30 calendar days after
receipt thereof, or accepts such draft Net Working Capital Statement during such 30-day
period, the purchase price payable for the Shares shall be adjusted as set forth in
Purchaser’s draft Net Working Capital Statement, and payment made in accordance with
Section 1.5. If the Sellers’ Agent objects to Purchaser’s draft Net Working Capital
Statement, the Sellers’ Agent shall notify Purchaser in writing of such objection within 30
calendar days after the Sellers’ Agent’s

receipt thereof (such notice setting forth in reasonable detail the basis for such objection).
During such 30-day period (the “NWC Review Period”), subject to the execution by the
Sellers’ Agent of a confidentiality agreement reasonably acceptable to Purchaser (the
“NWC Confidentiality Agreement”), Purchaser shall permit the Sellers’ Agent access to
such work papers relating to the preparation of Purchaser’s draft Net Working Capital
Statement as may be reasonably necessary to permit the Sellers’ Agent to review the
manner in which Purchaser’s draft Net Working Capital Statement was prepared (such
papers, the “NWC Papers” and such review, the “NWC Review”). Without limitation of the
foregoing, the Sellers’ Agent may, at its expense, engage an independent accountant (the
“Sellers’ Agent’s NWC Accountant”) to assist the Sellers’ Agent in conducting the NWC
Review, and, subject to the execution by the Sellers’ Agent’s NWC Accountant of the NWC
Confidentiality Agreement, Purchaser shall, during the NWC Review Period, permit the
Sellers’ Agent’s NWC Accountant access to the NWC Papers for the sole purpose of
assisting the Sellers’ Agent in conducting the NWC Review. During the NWC Review Period,
Purchaser shall permit the Sellers’ Agent and the Sellers’ Agent’s NWC Accountant to
consult with the employees of the Company or Purchaser who prepared the draft Net
Working Capital Statement to the extent reasonably necessary to interpret the NWC
Papers pursuant to the NWC Review. Purchaser and the Sellers’ Agent shall thereafter
negotiate in good faith to resolve any such objections. If Purchaser and the Sellers’ Agent
are unable to resolve all of such objections within 10 calendar days following the end of
the NWC Review Period, Purchaser and the Sellers’ Agent shall resolve the dispute by way
of the Terms of Reference set forth on Schedule 1.6(e).
1.5 Adjustment to Gross Purchase Price. The Net Working Capital Amount agreed or
determined in accordance with Section 1.4 (the “Actual Net Working Capital Amount”)
shall be used to calculate post-Closing adjustments to the purchase price payable for the
Shares. Within two business days after the date on which the Actual Net Working Capital
Amount is agreed or determined in accordance with Section 1.4, either: (a) if the Actual
Net Working Capital Amount exceeds the Target Net Working Capital Amount by the
amount set forth on Schedule 1.5 (such amount set forth on Schedule 1.5, the
“Allowance”) or more, then Purchaser shall pay (or shall cause to be paid) to the account
of the Sellers’ Solicitors (who are irrevocably authorized to receive the same), for the
benefit of (and for distribution by the Sellers’ Solicitors to) the Sellers and the Cash Cancel
Sellers, by wire transfer of same day available funds, an amount equal to the amount by
which the Actual Net Working Capital Amount (disregarding the Allowance) exceeds the
Target Net Working Capital Amount; or (b) if the Target Net Working Capital Amount
exceeds the Actual Net Working Capital Amount by the Allowance or more (the amount, if
any, by which the Target Net Working Capital Amount (disregarding the Allowance)
exceeds the Actual Net Working Capital Amount being referred to as the “Net Working
Capital Shortfall”), then the Sellers and the Cash Cancel Sellers agree that the Sellers’
Agent shall provide written instructions to the Escrow Agent and Purchaser, within three
business days after the date on which the Actual Net Working Capital Amount is agreed or
determined, authorizing the withdrawal from the General Escrow Account of an amount
equal to the Net Working Capital Shortfall. For the avoidance of doubt, if the difference
between the Actual Net Working Capital Amount and the Target Net Working Capital
Amount is less than the Allowance, no payment shall be due under this Section 1.5.

1.6 Earn-Out Consideration.

(a) Definitions. For purposes of this Section 1.6, the following terms shall have the
following meanings:

(i) “Aggregate Earn-Out Consideration Payment” shall mean the product of: (A) two;
multiplied by (B) the Excess One Year Bookings, if any (it being understood that, for the
avoidance of doubt, as further described in Section 1.6(b), “Aggregate Earn-Out
Consideration Payment” shall not exceed the amount set forth on Schedule 1.6(a)(i));

(ii) “Aggregate Net Earn-Out Consideration Payment” shall mean: (A) the Aggregate Earn-
Out Consideration Payment; minus (B) the Arma Earn-Out Fee;

(iii) “Earn-Out Consideration” shall mean any payment that Purchaser is required to make
or cause to be made pursuant to this Section 1.6;

(iv) “Excess One Year Bookings” shall mean the amount, if any, by which the One Year
Bookings exceeds the amount set forth on Schedule 1.6(a)(iv);

(v) “One Year Bookings” shall mean: (A) the sum of the: (1) Product Bookings; and
(2) Services Bookings (it being understood that with respect to multi-year maintenance or
support arrangements, the bookings that shall be included in “Services Bookings” shall be
calculated by: (x) determining the aggregate maintenance or support bookings for the
entire term of the applicable maintenance or support arrangement; (y) allocating the
bookings determined pursuant to clause “(x)” of this sentence over the term of the
maintenance or support arrangement on a pro rata basis; and (z) including in “Services
Bookings” the amount allocated under clause “(y)” of this sentence for a one year period);
less (B) the sum of: (1) any bookings for which the software or services has not been
delivered to the customer as of the end of the One Year Period; (2) actual sales returns
with respect to the bookings referred to in clause “(A)” of this sentence for the period
beginning on the first day of the One-Year Period and ending at 5:00 p.m. Pacific time on
the 60th day following the last day of the One-Year Period (the “Specified Period”);
(3) actual write-offs of accounts receivable with respect to the bookings referred to in
clause “(A)” of this sentence for the Specified Period; (4) any accounts receivable with
respect to the bookings referred to in clause “(A)” of this sentence that have not been
collected in cash within 60 days of the end of the One Year Period unless extended
payment terms beyond 60 days were approved in advance by Purchaser’s controller; and
(5) any bookings with respect to which product revenue is not recognizable (whether
during or after the One-Year Period) in accordance with U.S. generally accepted
accounting principles consistent with Purchaser’s standard business practices;

(vi) “One Year Period” shall mean the period commencing at 12:01 a.m. London time on
July 19, 2011 and ending at 11:59 p.m. London time on July 31, 2012;

(vii) “Product Bookings” shall mean the bookings (as the term “bookings” is commonly
understood) (net of applicable discounts as approved in accordance with Purchaser’s
discount authorization policy, referral fees, back end rebates, marketing development
funds and other adjustments to sales prices) that are derived by Purchaser and its
Subsidiaries (including the Company) solely from the sale or license of any of the
Company’s products identified on Schedule 1.6(a)(vii) and products for which only minor
cosmetic changes have been made (as long as the same support terms as those applied
to the products identified on Schedule 1.6(a)(vii) apply) (collectively, the “Specified
Company Products”) and the sale or license of any future releases by Purchaser or its
Subsidiaries of the Specified Company Products, in each case only to the extent that such
sales or licenses meet the conditions set forth in clauses “(A)” and “(B)” of this sentence:
(A) such sales or licenses are made during the One-Year Period to Qualified Customers in
Qualified Transactions; and (B) the software and related software keys to enable a fully
functional software product under the sale or license from Product Bookings are delivered
to the customer during the One-Year Period;

(viii) “Qualified Customers” shall mean customers who have a credit limit equal to or
greater than the value of the bookings in accordance with Purchaser’s credit policy.
Qualified Customers are arms-length customers with no financial interest in this

Agreement and related earn-out provisions (it being understood, however, that this
sentence shall not constitute an exclusion of Sumitomo Corporation);

(ix) “Qualified Transactions” shall mean transactions which include sales agreement terms
and purchase order terms acceptable to Purchaser in its sole discretion; provided,
however, that sales agreement terms that were contracted for by any of the Acquired
Companies prior to the Closing shall be deemed acceptable to Purchaser for the purpose
of this sentence. Qualified Transactions shall exclude: (A) transactions with respect to
products or services which are refundable, returnable, cancellable or of a contingent
nature; (B) transactions which contain in part or in whole, products or services not on the
Purchaser’s published price list, including commitments for functionality, services or
products that are not available as of the bookings date, or transactions in which all
committed obligations to the customer are not documented as part of the sales
agreement or purchase order documentation; or (C) new products, services and related
pricing not approved by Purchaser; and

(x) “Services Bookings” shall mean the bookings (as the term “bookings” is commonly
understood) (net of applicable discounts as approved in accordance with Purchaser’s
discount authorization policy, referral fees, back end rebates, marketing development
funds and other adjustments to sales prices) that are derived by Purchaser and its
Subsidiaries (including the Company) solely from the sale during the One-Year Period of
initial or renewal maintenance services and initial or renewal support services and solely
to the extent related to the sale of Specified Company Products during the One-Year
Period to Qualified Customers in Qualified Transactions at terms acceptable to Purchaser
for services available without enhancement at the time of booking (it being understood
that Services Bookings shall not include bookings related to: (A) services for delivery
beyond one year from the booking date; (B) professional services, including OEM
development work other than as specified on Schedule 1.6(a)(x) for delivery beyond the
One Year Period; and; and (C) training services for delivery beyond the One Year Period).

(b) Payment. Subject to any right of setoff that Purchaser may be entitled to exercise
pursuant to Section 5.8, and subject to the other provisions of this Section 1.6, if the One
Year Bookings exceed the amount set forth on Schedule 1.6(b), then Purchaser shall, on a
date selected by Purchaser within 90 days following the end of the One Year Period:

(i) pay (or shall cause to be paid) to Arma Partners LLP the Arma Earn-Out Fee;

(ii) either (as specified on Schedule 1.2A or Schedule 1.2B): (A) pay (or shall cause to be
paid) to the Sellers’ Solicitors (who are irrevocably authorized to receive the same), for
the benefit of (and for distribution by the Sellers’ Solicitors to) each Seller (or Cash Cancel
Seller) who has not elected to receive a Loan Note an amount in cash, without interest,
equal to such Seller’s or Cash Cancel Seller’s Participation Percentage in the aggregate of:
(1) the Aggregate Net Earn-Out Consideration Payment; minus (2) 0.00046% of the
Aggregate Net Earn-Out Consideration Payment; or (B) issue a Loan Note to each Seller or
Cash Cancel Seller who has elected to receive a Loan Note, in a nominal amount equal to
such Seller’s or Cash Cancel Seller’s Participation Percentage in the aggregate of: (1) the
Aggregate Net Earn-Out Consideration Payment; minus (2) 0.00046% of the Aggregate
Net Earn-Out Consideration Payment, and deliver to each such Seller or Cash Cancel Seller
a certificate representing the applicable Loan Note to be received by such Seller or Cash
Cancel Seller (it being understood that where Loan Notes are issued, the nominal amount
shall be decreased by the amount of withholding Tax, if any, that is required under
applicable Legal Requirements); and

(iii) pay (or shall cause to be paid) to the Sellers’ Solicitors (who are irrevocably authorized
to receive the same), for the benefit of and for distribution to the Non-Party Shareholder,
an amount in cash, without interest, equal to 0.00046% of the Aggregate Net Earn-Out
Consideration Payment.
Notwithstanding anything to the contrary contained in this Agreement: (A) in no event
shall the aggregate amounts payable by Purchaser to Arma Partners LLP, the Sellers, the
Cash Cancel Sellers and the Non-Party Shareholder, in cash or by the issue of Loan Notes
(or by a combination of cash and Loan Notes), pursuant to this Section 1.6(b) exceed the
amount set forth on Schedule 1.6(b)(A); and (B) if the Sellers’ Agent delivers an Initial
Objection Notice or a Final Objection Notice (each as defined below) to Purchaser in
accordance with Section 1.6(e), then Purchaser shall make (or cause to be made) any
payments or issue any Loan Notes required under this Section 1.6(b) to Arma Partners
LLP, the Sellers, the Cash Cancel Sellers and the Non-Party Shareholder within 10 calendar
days after the dispute identified in such Initial Objection Notice or Final Objection Notice,
as the case may be, is resolved.

(c) Deduction of Earn-Out Consideration Fees. Notwithstanding anything to the contrary

contained in this Section 1.6(c) or elsewhere in this Agreement (and without limiting any
other rights or remedies available to Purchaser), Purchaser shall, subsequent to the
rendering of a final determination pursuant to Section 1.6(e), be entitled, in its sole
discretion, to deduct from either the General Escrow Account or any Earn-Out
Consideration cash (or, as the case may be, Loan Notes) equal to the Sellers’ portion of
the Earn-Out Consideration Fees (as defined below) but only to the extent that the Seller’s
portion of such Earn-Out Consideration Fees remain outstanding.

(d) One Year Bookings Statement. On or before the 60th calendar day following the end of
the One Year Period, Purchaser shall: (i) prepare or cause to be prepared a statement (the
“One Year Bookings Statement”) setting forth the One Year Bookings, together with the
amounts of any Earn-Out Consideration that Purchaser believes is due in accordance with
this Section 1.6; and (ii) deliver or cause to be delivered such One Year Bookings
Statement to the Sellers’ Agent for and on behalf of the Sellers.

(e) Dispute Resolution. In the event that the Sellers’ Agent objects to Purchaser’s
calculation in the One Year Bookings Statement or the amount of any Earn-Out
Consideration set forth in the One Year Bookings Statement or requires further
information in order to perform such calculations or determine such amounts, then, within
20 calendar days after the delivery to the Sellers’ Agent of such One Year Bookings
Statement (the “Initial Response Period”), the Sellers’ Agent shall deliver to Purchaser a
written notice (an “Initial Objection Notice”): (i) describing in reasonable detail the Sellers’
Agent’s objections to Purchaser’s calculation of the amounts set forth in such statement
and containing, to the extent possible, a statement setting forth the One Year Bookings or
the amount of any such Earn-Out Consideration determined by the Sellers’ Agent to be
correct; or (ii) requesting additional information from Purchaser that the Sellers’ Agent
deems reasonably necessary in order to perform such calculations or determine such
amounts (which information, to the extent reasonably necessary in order to perform such
calculations, shall be provided by Purchaser within 15

calendar days after Purchaser’s receipt of such request). If the Sellers’ Agent does not
deliver an Initial Objection Notice to Purchaser during the Initial Response Period, then
Purchaser’s calculation of the amounts set forth in the One Year Bookings Statement shall
be binding and conclusive on Purchaser, the Sellers and the Sellers’ Agent. If the Sellers’
Agent delivers an Initial Objection Notice to Purchaser accompanied by a request for
additional information from Purchaser as described above during the Initial Response
Period, then the Sellers’ Agent shall have an additional 20 calendar days after receiving
from Purchaser either: (x) all of the information requested by the Sellers’ Agent; or
(y) written notice from Purchaser that no further requested information is to be provided
(such 20 calendar day period, the “Final Response Period”) to deliver to Purchaser a
written notice (a “Final Objection Notice”) describing in reasonable detail the Sellers’
Agent’s objections to Purchaser’s calculations of the amounts set forth in such One Year
Bookings Statement accompanied by a statement, to the extent possible, setting forth the
One Year Bookings or the amount of any such Earn-Out Consideration determined by the
Sellers’ Agent to be correct. If the Sellers’ Agent has requested additional information in
an Initial Objection Notice delivered during the Initial Response Period and does not deliver
a Final Objection Notice to Purchaser during the Final Response Period, then Purchaser’s
calculation of the amounts set forth in the One Year Bookings Statement shall be binding
and conclusive on Purchaser, the Sellers and the Sellers’ Agent. If the Sellers’ Agent
delivers an Initial Objection Notice or Final Objection Notice, as the case may be,
accompanied by a statement, to the extent possible, setting forth the One Year Bookings
or the amount of any such Earn-Out Consideration determined by the Sellers’ Agent to be
correct to Purchaser during either the Initial Response Period or the Final Response Period
in accordance with this Section 1.6(e), and if the Sellers’ Agent and Purchaser are unable
to agree upon the calculation of the amounts set forth in the One Year Bookings
Statement within 30 days after such Initial Objection Notice or Final Objection Notice, as
the case may be, is delivered to Purchaser, the dispute shall be finally settled by such
independent firm of chartered accountants as is agreed between the Sellers’ Agent and
Purchaser, or, should they fail to reach such agreement within 10 calendar days, the
matters in dispute shall be referred to such independent firm of chartered accountants as
is appointed, on the application of the Sellers’ Agent or Purchaser, by the President for the
time being of the Institute of Chartered Accountants in England and Wales (the firm so
appointed being referred to as the “Independent Accounting Firm”). The Independent
Accounting Firm shall act on the basis set out on Schedule 1.6(e). The determination by
the Independent Accounting Firm of the disputed amounts and the Earn-Out
Consideration, if any, shall be conclusive and binding on Purchaser, the Sellers and the
Sellers’ Agent (in the absence of manifest error). Purchaser and the Sellers’ Agent (on
behalf of the Sellers) shall each bear and pay 50% of the fees and other expenses of such
Independent Accounting Firm or otherwise as the Independent Accounting Firm shall
determine (the “Earn-Out Consideration Fees”).

(f) No Assignment. No rights or interest of any Seller under this Section 1.6 may be
assigned, transferred or otherwise disposed of, in whole or in part, other than pursuant to
the laws of descent and distribution or by will or otherwise with the prior written consent
of Purchaser.

(g) Examination of Books. At reasonable times during normal business hours and upon
reasonable notice provided to Purchaser, Purchaser shall permit the Sellers’ Agent, to
examine the financial books and records of the Company and/or Purchaser, only to the
extent necessary for the exercise of the Sellers’ Agent’s right to object to Purchaser’s
calculation of the amounts set forth in the One Year Bookings Statement. The Sellers’
Agent agrees that he shall hold all information acquired during such examination in strict
confidence and shall use such information only for purposes of making calculations under
this Section 1.6; provided, however, that such information may be provided to agents and
independent contractors of the Sellers’ Agent that are subject to contractual (or, with
respect to counsel, professional) confidentiality obligations in favor of (and for the benefit
of) Purchaser in respect of such information for use in furtherance of an engagement to
assist the Sellers’ Agent in making such calculations as provided for herein.

10

(h) Efforts. While Purchaser currently believes that it is in its best interest that it and the
Acquired Companies use commercially reasonable efforts to generate One Year Bookings,
it is understood and agreed that: (i) neither Purchaser nor any Acquired Company has any
obligation to use any specified efforts to generate One Year Bookings (or to sell or license
Specified Company Products or develop, sell or license any future releases of the
Specified Company Products; and (ii) Purchaser (on behalf of itself and on behalf of any of
its Subsidiaries, including any Acquired Company) may discontinue the sale or license of
Specified Company Products and the sale, license or development of any future releases
of the Specified Company Products at any time without penalty (it being understood,
however, that Purchaser will act in good faith in connection with the foregoing).

1.7 Withholding. Purchaser shall be entitled to deduct and withhold from: (a) the Earn-out
Consideration payable (in cash or by the issuance of Loan Notes) pursuant to this
Agreement and any interest payable to the Sellers pursuant to the Escrow Agreement
after the Closing all amounts required to be deducted and/or withheld strictly in
accordance with applicable Legal Requirements; and (b) any amount payable under this
Agreement at the Closing to any Seller who is a United States person and who has not,
prior to the Closing, delivered to Purchaser a properly completed and duly executed
Internal Revenue Service Form W-9 certifying that such Seller is a United States person all
amounts required to be deducted and/or withheld in accordance with applicable Legal
Requirements. To the extent such amounts are so deducted or withheld and subsequently
paid to the appropriate Tax authority by Purchaser, such amounts shall be treated for all
purposes under this Agreement as having been paid to the Person to whom such amounts
would otherwise have been paid.

2. REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS

Each Seller hereby severally represents and warrants, solely with respect to such Seller
and the shares of Company Capital Stock held by such Seller, to and for the benefit of
Purchaser, as follows:

2.1 Execution and Delivery; Valid and Binding Agreements. This Agreement and each
other agreement, document or instrument referred to in or contemplated by this
Agreement to be executed by such Seller have been duly executed and delivered by such
Seller, and assuming that this Agreement and any other agreement, document or
instrument referred to in or contemplated by this Agreement have been duly executed
and delivered by the other parties hereto and thereto, constitute, or, when executed by
the other parties hereto and thereto, will constitute, valid and binding agreements of such
Seller, enforceable against such Seller in accordance with their terms, except to the
extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws from time to time in
effect relating to creditors’ rights and remedies generally and general principles of equity.

2.2 Authority; Capacity.

(a) Authority. Each Seller has the absolute and unrestricted right, power, capacity and
authority to perform such Seller’s obligations under this Agreement and under any other
agreement, document or instrument referred to in, or contemplated by, this Agreement
to which such Seller is or will be a party; and the performance by such Seller of its
obligations hereunder and thereunder (including all right, power, capacity and authority to
sell, transfer, convey and surrender its shares of Company Capital Stock as provided for
by this Agreement) has been duly authorized by all necessary action on the part of such
Seller.

(b) Organization. If such Seller is a body corporate: (i) it is duly incorporated, validly
existing and in good standing (to the extent that the applicable jurisdiction recognizes the
concept of good standing) under the laws of the jurisdiction of its incorporation; and (ii) all

11

necessary actions, conditions and things have been taken, fulfilled and done in order to
enable it to enter into, perform and comply with its obligations hereunder and those
obligations are validly, and legally binding and enforceable upon it.

(c) Natural Persons. If such Seller is a natural person, no spousal signature or other
Consent is required from any Person other than the signatories hereto with respect to
such Seller in connection with the execution, delivery and performance by such Seller of
this Agreement or any other agreement, document or instrument that such Seller is
required to enter into hereunder.

2.3 Non-Contravention; No Consents or Approvals. Except as set forth in Part 2.3 of the
Disclosure Schedule, neither: (1) the execution, delivery or performance of this
Agreement or any of the other agreements, documents or instruments referred to in this
Agreement; nor (2) any of the transactions contemplated by this Agreement or any such
other agreement, document or instrument, will (with or without notice or lapse of time):

(a) contravene, conflict with or result in a violation of: (i) any of the provisions of any
charter documents of such Seller; or (ii) any resolution adopted by the equity holders or
board of directors (or similar body) of such Seller;

(b) contravene, conflict with or result in a violation of, or give any Governmental Body or
other Person the right to challenge any of the transactions contemplated by this
Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement
or any order, writ, injunction, judgment or decree to which such Seller is subject; or

(c) contravene, conflict with or result in a violation or breach of, or result in a default
under, any provision of any Contract to which such Seller is a party or by which such Seller
is bound.

Such Seller is not (and such Seller will not be) required to make any filing with or give any
notice to, or to obtain any Consent from, any Person in connection with: (x) the
performance of this Agreement or any of the other agreements, documents or
instruments referred to in this Agreement; or (y) any of the transactions contemplated by
this Agreement or by any of the other agreements, documents or instruments referred to
in this Agreement.
2.4 No Legal Proceedings. There is no pending Legal Proceeding against such Seller and,
to the Knowledge of such Seller, no Person has threatened to commence any such Legal
Proceeding, that challenges, or that may have the effect of preventing, delaying, making
illegal or otherwise interfering with, the entry into, performance of, compliance with and
enforcement of any of the obligations of such Seller under this Agreement. To the
Knowledge of such Seller, no event has occurred, and no claim, dispute or other condition
or circumstance exists, that will or might give rise to or serve as the basis for any such
Legal Proceeding or the threat of any such Legal Proceeding.

2.5 Title and Ownership. Such Seller is the registered and beneficial owner of the shares of
Company Capital Stock set forth as being owned by such Seller on Schedule 1.2A, and
such Seller has good, valid and marketable title to such shares, free and clear of all
Encumbrances. Such Seller is not a party to any option, warrant, purchase right or other
Contract that could require such Seller to sell, transfer or otherwise dispose of any shares
of Company Capital Stock (other than this Agreement). Other than as contemplated by
this Agreement, such Seller is not a party to any voting trust, proxy or other agreement or
understanding with respect to the voting of any shares of Company Capital Stock.

12

3. REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIRED COMPANIES

The Designated Sellers hereby represent and warrant, to and for the benefit of Purchaser,
as follows:

3.1 Due Organization; No Subsidiaries; Etc.

(a) Organization. The Company has been duly organized and is validly existing under the
laws of England and Wales. Each other Acquired Company has been duly organized, and is
validly existing and in good standing (to the extent that the jurisdiction of its formation
recognizes the concept of good standing) under the Legal Requirements of the jurisdiction
of its formation. Each Acquired Company has full power and authority: (i) to conduct its
business in the manner in which its business is currently being conducted; (ii) to own and
use its assets in the manner in which its assets are currently owned and used; and (iii) to
perform its obligations under all Acquired Company Contracts.

(b) Qualification. Each Acquired Company is qualified, licensed or admitted to do business

as a foreign corporation, and is in good standing (to the extent that the applicable
jurisdiction recognizes the concept of good standing), under the laws of all jurisdictions
where the property owned, leased or operated by it or the nature of its business requires
such qualification, license or admission and where the failure to be so qualified, licensed
or admitted would have a Material Adverse Effect. Part 3.1(b) of the Disclosure Schedule
sets forth each jurisdiction where each Acquired Company is qualified, licensed and
admitted to do business.

(c) Directors and Officers. Part 3.1(c) of the Disclosure Schedule sets forth: (i) the names
of the members of the board of directors (or similar body) of each Acquired Company;
(ii) the names of the members of each committee of the board of directors of each
Acquired Company; and (iii) the names and titles of the officers of each Acquired
Company.
(d) No Subsidiaries. Except for an Acquired Company’s ownership of shares of another
Acquired Company identified in Part 3.1(d) of the Disclosure Schedule and the equity
interests identified in Part 3.1(d) of the Disclosure Schedule, no Acquired Company has
ever owned, beneficially or otherwise, any shares or other securities of, or any direct or
indirect equity interest in, any Entity. No Acquired Company has agreed or is obligated to
make any future investment in or capital contribution to any Entity. No Acquired Company
has guaranteed or is responsible or liable for any obligation of any Entity in which it owns
or has owned any equity interest.

3.2 Charter Documents; Records. The Designated Sellers have Made Available to
Purchaser accurate and complete copies of: (a) the constitution of the Company, including
its memorandum of association, articles of association and resolutions and agreements
affecting its constitution as described in Section 29 of the Companies Act 2006; (b) the
certificate of incorporation, bylaws or other charter documents of the other Acquired
Companies (the documents described in clauses “(a)” and “(b)” of this sentence being
collectively referred to as the “Charter Documents”); and (c) the minutes and other
records of the meetings and other proceedings (including any actions taken by written
consent or otherwise without a meeting) of the shareholders or members, the board of
directors and all committees of the board of directors of each Acquired Company since
January 1, 2009, which minutes or other records contain a materially complete summary
of all meetings of directors, shareholders and members, and all actions taken thereat or
by written consent, since January 1, 2009. All actions taken and all transactions entered
into by each Acquired Company requiring approval under applicable Legal Requirements,
Contracts or Charter Documents have been duly approved by all necessary action of the
board of directors and shareholders of such Acquired Company, as applicable. There has
been no violation of any of the provisions of the Charter Documents, and no Acquired
Company has taken any

13

action that is inconsistent in any material respect with any resolution adopted by their
respective shareholders, boards of directors or any committee of their boards of
directors. The books of account, stock records, minute books and other records of each
Acquired Company are accurate, up-to-date and complete in all material respects.

3.3 Capitalization.

(a) Outstanding Securities. The limit on the Company’s ability to issue share capital of the
Company is: (i) 205,664,006 Company Ordinary Shares, of which 181,348,680 shares are
issued and outstanding as of the date of this Agreement; (ii) 230,423,401 Company A
Ordinary Shares, of which 230,423,401 shares are issued and outstanding as of the date
of this Agreement; and (iii) 268,950,610 Company Deferred Shares, of which 253,997,673
shares are issued and outstanding as of the date of this Agreement There are no shares
of capital stock held in the Company’s treasury. The Company has never declared or paid
any dividends on any shares of Company Capital Stock. Part 3.3(a) of the Disclosure
Schedule sets forth the names of the Company’s shareholders, the addresses of the
Company’s shareholders and the class, series and number of shares of Company Capital
Stock owned of record by each of such shareholders. All of the outstanding shares of
Company Capital Stock have been or will, at the Closing, be duly authorized and validly
issued, and are fully paid and nonassessable, and, except as set forth in Part 3.3(a) of the
Disclosure Schedule, none of such shares is subject to any repurchase option, forfeiture
provision or restriction on transfer (other than restrictions imposed by the articles of
association of the Company). Each share of Company A Ordinary Shares is convertible into
the number of shares of Ordinary Shares set forth in Part 3.3(a) of the Disclosure
Schedule.

(b) Stock Options. Except for the Scheme, none of the Acquired Companies has ever
adopted, sponsored or maintained any stock option plan or any other plan or Contract
providing for equity-related compensation to any Person (whether payable in shares, cash
or otherwise). The Company has reserved 53,398,674 Ordinary Shares for issuance under
the Scheme. No options with respect to shares of the Company are outstanding as of the
date of this Agreement. Part 3.3(b) of the Disclosure Schedule sets forth, with respect to
each Company Option that is outstanding as of the date of this Agreement: (i) the name of
the holder of such Company Option; (ii) the total number of Ordinary Shares that are
subject to such Company Option and the number of Ordinary Shares with respect to which
such Company Option is immediately exercisable; (iii) the date on which such Company
Option was granted and the term of such Company Option; (iv) the vesting schedule for
such Company Option and whether the vesting of such Company Option shall be subject to
any acceleration in connection with any of the other transactions contemplated by this
Agreement; (v) the exercise price per share of Ordinary Shares purchasable under such
Company Option; and (vi) whether such Company Option is subject to Section 409A of the
Code. Each grant of a Company Option was duly authorized no later than the date on
which the grant of such Company Option was by its terms to be effective (the “Grant
Date”) by all necessary corporate action, including, as applicable, approval by the board of
directors of the Company (or a duly constituted and authorized committee thereof) and
any required shareholder approval by the necessary number of votes or written consents,
and the award agreement governing such grant (if any) was duly executed and delivered
by each party thereto, each such grant was made in accordance with the terms of the
applicable compensation plan or arrangement of the Company and all other applicable
Legal Requirements, the per share exercise price of each Company Option was equal to
the fair market value of an Ordinary Shares on the applicable Grant Date and each such
grant was properly accounted for in accordance with United Kingdom GAAP in the
financial statements (including the related notes) of the Company. The exercise of the
Company Options and the payment of cash in respect thereof complied and will comply
with the terms of the Scheme, all Contracts applicable to such Company Options and all
Legal Requirements. As of the Closing, no former holder of a Company Option will have
any rights with respect to such Company Option other than the right to receive cash in
respect thereof as contemplated by this Agreement.

14

(c) Warrants. Part 3.3(c) of the Disclosure Schedule sets forth, with respect to each
Company Warrant that is outstanding as of the date of this Agreement: (i) the name of the
holder of such Company Warrant; (ii) the class, series and total number of shares of
Company Capital Stock that are subject to such Company Warrant and the class, series
and number of shares of Company Capital Stock with respect to which such Company
Warrant is immediately exercisable; (iii) the date on which such Company Warrant was
issued and the term of such Company Warrant; (iv) the vesting schedule for such
Company Warrant; and (v) the exercise price per share of Company Capital Stock
purchasable under such Company Warrant. The Designated Sellers have Made Available to
Purchaser accurate and complete copies of each Contract pursuant to which any
Company Warrant is outstanding. As of the Closing, no former holder of a Company
Warrant will have any rights with respect to such Company Warrant other than the right to
receive cash in respect thereof as contemplated by this Agreement.

(d) No Other Securities. Except as set forth in Part 3.3(b) or 3.3(c) of the Disclosure
Schedule, there is no: (i) outstanding subscription, option, call, convertible note, warrant or
right (whether or not currently exercisable) to acquire any shares of Company Capital
Stock or other securities of any of the Acquired Companies; (ii) outstanding security,
instrument or obligation that is or may become convertible into or exchangeable for any
shares of Company Capital Stock (or cash based on the value of such shares) or other
securities of any of the Acquired Companies; (iii) Contract under which any of the Acquired
Companies is or may become obligated to sell or otherwise issue any shares of Company
Capital Stock or any other securities of any of the Acquired Companies, including any
promise or commitment to grant Company Options or other securities of any of the
Acquired Companies to an employee of or other service provider to any of the Acquired
Companies; or (iv) condition or circumstance that may give rise to or provide a basis for
the assertion of a claim by any Person to the effect that such Person is entitled to acquire
or receive any shares of Company Capital Stock or other securities of any of the Acquired
Companies. As of the Closing, there will be no outstanding options, warrants or other
rights to purchase shares of Company Capital Stock.

(e) Legal Issuance. All outstanding shares of Company Capital Stock, all outstanding
Company Options and Company Warrants and all other securities that have ever been
issued or granted by any of the Acquired Companies have been issued and granted in
compliance in all material respects with: (i) all applicable Legal Requirements; and (ii) all
requirements set forth in all applicable Contracts. None of the outstanding shares of
Company Capital Stock were issued in violation of any preemptive rights or other rights to
subscribe for or purchase securities of the Company. Part 3.3(e) of the Disclosure
Schedule identifies each Acquired Company Contract relating to any securities of the
Company that contains any information rights, registration rights, financial statement
requirements or other terms that would survive the Closing unless terminated or amended
prior to the Closing.

(f) Repurchased Shares. Part 3.3(f) of the Disclosure Schedule sets forth with respect to
any shares of capital stock ever repurchased or redeemed by the Company since
January 1, 2010: (i) the name of the seller of such shares; (ii) the number, class and series
of shares repurchased or redeemed; (iii) the date of such repurchase or redemption; and
(iv) the price paid by the Company for such shares. All shares of capital stock of the
Company ever repurchased or redeemed by the Company were repurchased or
redeemed in material compliance with: (A) all applicable Legal Requirements; and (B) all
requirements set forth in all applicable Contracts.

3.4 Financial Statements and Related Information.

(a) The Designated Sellers have Made Available to Purchaser the following financial
statements and notes: (i) the audited consolidated balance sheets of the Acquired
Companies as of 30 September 2009 and 30 September 2010, and the related audited
consolidated profit and loss account, consolidated statement of recognized gains and
losses and consolidated cash flow statement for
15

the years ended 30 September 2009 and 30 September 2010, together with the notes
thereto and the unqualified report and opinion of KPMG, LLP relating thereto (the
“Company Financial Statements”); and (ii) the management accounts of the Company as
of 30 June 2011 (the “Management Accounts”).

(b) True and fair view. The Company Financial Statements give a true and fair view of the
financial position of the Company as of the respective dates thereof and the assets,
liabilities and profit and loss of the Company for the periods covered thereby. The
Company Financial Statements have been prepared in accordance with United Kingdom
GAAP applied on a consistent basis throughout the periods covered.

(c) Management Accounts. The Management Accounts have been carefully prepared in
accordance with accounting policies consistent with those used in preparing the Company
Financial Statements. The Management Accounts fairly represent the financial position
and results of operations of the Company as of the respective dates thereof and the
assets, liabilities and profit and loss of the Company for the periods covered thereby. The
Management Accounts have been prepared in accordance with United Kingdom GAAP
applied on a consistent basis throughout the periods covered.

(d) Internal Controls. The books, records and accounts of the Company accurately and
fairly reflect in all material respects, in reasonable detail, the transactions in and
dispositions of the assets of the Company. The systems of internal accounting controls
maintained by the Company are sufficient to provide reasonable assurance that:
(i) transactions are executed in accordance with management’s general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with United Kingdom GAAP and to maintain
accountability for assets; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Designated Sellers have Made Available to
Purchaser copies of, all written descriptions of, and all policies, manuals and other
documents promulgating, such internal accounting controls in force as of the date of this
Agreement.

(e) Receivables. Part 3.4(e) of the Disclosure Schedule provides an accurate and complete
breakdown and aging of all accounts receivable, notes receivable and other receivables of
the Company as of the date of this Agreement. Except as set forth in Part 3.4(e) of the
Disclosure Schedule, all existing accounts receivable of the Company: (i) represent valid
obligations of customers of the Company arising from bona fide transactions entered into
in the ordinary course of business; and (ii) are current and will be collected in full, without
any counterclaim or set off, when due, net of an allowance for doubtful accounts equal to
the allowance included in the calculation of the Actual Net Working Capital Amount.

3.5 Liabilities.

(a) No Liabilities. No Acquired Company has any accrued, contingent or other Liabilities of
any nature, either matured or unmatured (whether or not required to be reflected in
financial statements in accordance with United Kingdom GAAP, and whether due or to
become due), except for: (i) Liabilities identified as such in the Management Accounts to
the extent that they have not been paid or otherwise discharged; (ii) accounts payable or
accrued salaries that have been incurred by the Company in the ordinary course of
business and consistent with the Company’s past practices; (iii) Liabilities under the
Acquired Company Contracts that are expressly set forth in the text of such Acquired
Company Contracts; and (iv) the Liabilities identified in Part 3.5(a) of the Disclosure
Schedule.

16

(b) Accounts Payable. Part 3.5(b) of the Disclosure Schedule provides an accurate and
complete breakdown and aging of: (i) all accounts payable of each of the Acquired
Companies as of the date of this Agreement; and (ii) all notes payable of each of the
Acquired Companies and all other indebtedness of each of the Acquired Companies for
borrowed money as of the date of this Agreement.

(c) No “Off-Balance Sheet” Arrangements. No Acquired Company is involved in any “off-

balance sheet arrangements.” For purposes of this Section 3.5(c), an “off-balance sheet
arrangement” of an Acquired Company means any transaction or Contract to which an
Entity unconsolidated with such Acquired Company is a party and under which such
Acquired Company has: (i) any obligation under a guarantee Contract pursuant to which
such Acquired Company could be required to make payments to the guaranteed party,
including any standby letter of credit, market value guarantee, performance guarantee,
indemnification agreement, keep-well or other support agreement; (ii) any retained or
contingent interest in assets transferred to such unconsolidated Entity that serves as
credit, liquidity or market risk support to the Entity in respect of such assets; (iii) any
variable interest held in such unconsolidated Entity where such Entity provides financing,
liquidity, market risk or credit risk support to, or engages in leasing, hedging or research
and development services with such Acquired Company; and (iv) any liability or obligation
of the same nature as those described in clauses “(i)” through “(iii)” of this sentence even
if of a different name (whether absolute, accrued, contingent or otherwise) that would not
be required to be reflected in the Company Financial Statements or Management
Accounts.

(d) Indebtedness; Licensee. As of the Closing, there shall be no Indebtedness outstanding.

The Licensee (as defined in Schedule 3.5(d)) has not taken the action described in
Schedule 3.5(d).

(e) Undelivered Obligations. Part 3.5(e) of the Disclosure Schedule briefly describes all
obligations of the Acquired Companies to provide support, maintenance, training or other
services to any customer of any of the Acquired Companies, other than those services
that have been performed in full, and other than those services that are explicitly set forth
in an Acquired Company Contract.

3.6 Absence of Changes. Except as set forth in Part 3.5(e) of the Disclosure Schedule,
since April 30, 2011:

(a) there has not been any Material Adverse Effect, and no event has occurred or
circumstance has arisen that, in combination with any other events or circumstances, will
or could reasonably be expected to have or result in a Material Adverse Effect;

(b) there has not been any material loss, damage or destruction to, or any material
interruption in the use of, any of the Acquired Companies’ material assets (whether or not
covered by insurance);

(c) no Acquired Company has declared, accrued, set aside or paid any dividend or made
any other distribution in respect of any shares of its capital stock or other securities, and
no Acquired Company has repurchased, redeemed or otherwise reacquired any of its
shares of capital stock or other securities, other than from former employees, directors
and consultants pursuant to restricted stock purchase agreements or stock option
agreements providing for the repurchase of such securities in connection with their
termination of service to such Acquired Company;

17

(d) no Acquired Company has sold, issued, granted or authorized the sale, issuance or
grant of: (i) any capital stock or other security (except for Ordinary Shares issued upon the
exercise of outstanding Company Options); (ii) any option, call, warrant or right to acquire
any capital stock or other security (except for Company Options and Company Warrants
respectively described in Parts 3.3(b) and 3.3(c) of the Disclosure Schedule); or (iii) any
instrument convertible into or exchangeable for any capital stock (or cash based on the
value of such capital stock) or other security;

(e) except as contemplated by this Agreement, the Company has not amended or waived
any of its rights under, or permitted the acceleration of vesting under: (i) any provision of
the Scheme; (ii) any provision of any agreement evidencing any outstanding Company
Option; or (iii) any restricted stock agreement;

(f) there has been no amendment to any of the Charter Documents of any of the Acquired
Companies, and no Acquired Company has effected or been a party to any Acquisition
Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or
similar transaction;

(g) no Acquired Company has made any capital expenditure which, when added to all
other capital expenditures made on behalf of the Company, exceeds $50,000;

(h) no Acquired Company has amended or prematurely terminated or waived any

material right or remedy under, any Contract that is or would constitute a Material
Contract (as defined in Section 3.11(a));

(i) no Acquired Company has: (i) acquired, leased or licensed any right or other asset from
any other Person: (ii) sold or otherwise disposed of, or leased or licensed, any right or
other asset to any other Person; or (iii) waived or relinquished any right, except for rights
or assets acquired, leased, licensed or disposed of in the ordinary course of business and
consistent with past practices of such Acquired Company;

(j) no Acquired Company has written off as uncollectible, or established any extraordinary

reserve with respect to, any account receivable or other indebtedness in excess of
$10,000 with respect to a single matter, or in excess of $25,000 in the aggregate;

(k) no Acquired Company has made any pledge of any of its assets or otherwise permitted
any of its assets to become subject to any Encumbrance, except for pledges made in the
ordinary course of business and consistent with such Acquired Company’s past practices;
(l) no Acquired Company has: (i) lent money to any Person (other than pursuant to routine
and reasonable travel advances made to current employees of such Acquired Company in
the ordinary course of business); or (ii) incurred or guaranteed any indebtedness for
borrowed money;

(m) no Acquired Company has: (i) established, adopted or amended any Acquired
Company Employee Plan; (ii) made any bonus, profit-sharing or similar payment to, or
increased the amount of wages, salary, commissions, fringe benefits or other
compensation (including equity-based compensation, whether payable in cash or
otherwise) or remuneration payable to, any of its directors, officers or employees; or
(iii) other than with respect to non-

18

officer employees and in the ordinary course of business and consistent with past
practices, hired any new employee;

(n) no Acquired Company has changed any of its methods of accounting or accounting
practices in any respect (except as required by United Kingdom GAAP);

(o) no Acquired Company has made or changed any Tax election, adopted or changed a
material accounting method in respect of Taxes, entered into a Tax allocation agreement,
Tax sharing agreement, Tax indemnity agreement or closing agreement, settled or
compromised a claim, notice, audit report or assessment in respect of Taxes, or
consented to an extension or waiver of the statutory limitation period applicable to a claim
or assessment in respect of Taxes;

(p) no Acquired Company has commenced or settled any Legal Proceeding;

(q) no Acquired Company has entered into any material transaction or taken any other
material action outside the ordinary course of business or inconsistent with its past
practices; and

(r) no Acquired Company has agreed or legally committed to take any of the actions
referred to in clauses “(c)” through “(q)” above.

3.7 Title to Assets.

(a) Good Title. Each of the Acquired Companies owns, and has good and valid title to, all
assets purported to be owned by it, including: (i) all assets reflected in the Company
Financial Statements and the Management Accounts; (ii) all assets referred to in Part
3.10(a) of the Disclosure Schedule and all of the rights of the Company under the Material
Contracts; and (iii) all other assets reflected in the books and records of such Acquired
Company as being owned by such Acquired Company. All of said assets are owned by the
Acquired Companies free and clear of any liens or other Encumbrances, except for:
(A) any lien for current Taxes not yet due and payable; and (B) minor liens that have arisen
in the ordinary course of business and that do not (in any case or in the aggregate)
materially detract from the value of the assets subject thereto or materially impair the
operations of the Acquired Companies.
(b) Leased Assets. Part 3.7(b) of the Disclosure Schedule identifies all tangible assets that
are material to the business of the Acquired Companies and that are being leased to any
of the Acquired Companies for which the annual rental payment for each such asset
exceeds $25,000.

3.8 Bank Accounts. Part 3.8 of the Disclosure Schedule provides the following information
with respect to each account maintained by or for the benefit of the Acquired Companies
at any bank or other financial institution: (a) the name of the bank or other financial
institution at which such account is maintained; (b) the account number; (c) the type of
account; and (d) the names of all Persons who are authorized to sign checks or other
documents with respect to such account.

3.9 Equipment; Real Property.

(a) Equipment. All material items of equipment, fixtures and other tangible assets owned
by or leased to the Acquired Companies are reasonably adequate for the uses to which
they are being put and are adequate for the conduct of the Acquired Companies’ business
in the manner in which the business is currently being conducted.

19

(b) Real Property. No Acquired Company owns any real property or any interest in real
property, except for the leaseholds created under the real property leases identified in
Part 3.9(b) of the Disclosure Schedule.

3.10 Intellectual Property.

(a) Registered IP. Part 3.10(a) of the Disclosure Schedule identifies: (i) each item of
Registered IP in which any Acquired Company has or purports to have an ownership
interest of any nature (whether exclusively, jointly with another Person or otherwise);
(ii) the jurisdiction in which such item of Registered IP has been registered or filed and the
applicable registration or serial number; (iii) the application or filing date, the status of any
such application or registration, and, where applicable, the date of registration of such
item of Registered IP; and (iv) any other Person that has an ownership interest in such
item of Registered IP and the nature of such ownership interest. The Company has Made
Available to Purchaser complete and accurate copies of all applications, all material
correspondence with any Governmental Body, and other material documents related to
each such item of Registered IP. Part 3.10(a)(ii) of the Disclosure Schedule identifies each
action, filing, and payment that must be taken or made on or before the date that is 120
days after the date of this Agreement in order to maintain each item of Acquired
Company IP that is Registered IP and that is owned by any Acquired Company.

(b) Inbound Licenses. Part 3.10(b) of the Disclosure Schedule identifies: (i) each Contract
pursuant to which any Intellectual Property Right that is used in or necessary for the
business of any Acquired Company as currently conducted or as currently planned by such
Acquired Company to be conducted in the one year period following the Closing is or has
been licensed, sold, assigned or otherwise conveyed or provided to any Acquired
Company (other than: (A) agreements between any Acquired Company and its employees
in the Company’s standard form thereof; and (B) non-exclusive licenses to third party
software that is not incorporated into, or used directly in the development, testing,
distribution, maintenance or support of, any Acquired Company Software and that is not
otherwise material to any Acquired Company’s business); and (ii) whether the licenses or
rights granted to the Acquired Company in each such Contract are exclusive or non-
exclusive.

(c) Outbound Licenses. Part 3.10(c) of the Disclosure Schedule identifies each Contract
pursuant to which any Person has been granted any license under, or otherwise has
received or acquired any right (whether or not currently exercisable and including a right
to receive a license) or interest in, any Acquired Company IP, other than object code
licenses entered into in the ordinary course of business consistent with past practices as
part of any sale of products or the provision of services by any Acquired Company or
nondisclosure agreements entered into in the ordinary course of business consistent with
past practices by the Acquired Companies. No Acquired Company is bound by, nor subject
to, any Contract containing any covenant or other provision that in any way limits or
restricts the ability of such Acquired Company to use, exploit, assert or enforce any
Acquired Company IP owned by or exclusively licensed to any Acquired Company
anywhere in the world.

(d) Royalty Obligations. Part 3.10(d) of the Disclosure Schedule contains a complete and
accurate list of Contracts containing provisions related to royalties, fees, commissions and
other amounts payable by any Acquired Company to any other Person (other than sales
commissions paid to employees according to the applicable Acquired Company’s standard
commissions plan) upon or for the use of any Acquired Company IP or upon the sale,
lease, license, distribution, provision, or other disposition of any product or service of an
Acquired Company.

(e) Standard Form IP Agreements. The Company has Made Available to Purchaser a
complete and accurate copy of each standard form of Acquired Company IP Contract
used by any Acquired Company, including each standard form of the following, as
applicable: (i) end user license

20

agreement; (ii) development agreement; (iii) employee agreement containing any

assignment or license of Intellectual Property or Intellectual Property Rights or any
confidentiality provision; (iv) consulting or independent contractor agreement containing
any assignment or license of Intellectual Property or Intellectual Property Rights or any
confidentiality provision; or (v) confidentiality or nondisclosure agreement. Part 3.10(e) of
the Disclosure Schedule identifies each Acquired Company IP Contract that deviates in any
material respect from the corresponding standard form agreement (other than
confidentiality or nondisclosure agreements) Made Available to Purchaser, including any
agreement with an employee, consultant or independent contractor in which the
employee, consultant or independent contractor expressly reserved or retained any
Intellectual Property Rights related to any Acquired Company’s business, research or
development. Except as set forth in Part 3.10(e) of the Disclosure Schedule, and to the
Knowledge of the Designated Sellers, every product that has ever been sold by or on
behalf of any Acquired Company has included in the package in which it was shipped (or in
the case of software products, in the product itself, as a necessary step in the installation
process) a copy of such Acquired Company’s standard form of end user license
agreement or other license agreement that does not deviate in any material respect from
the corresponding standard form of end user agreement.
(f) Ownership Free and Clear. The Acquired Companies exclusively own all right, title and
interest to and in the Acquired Company IP (other than Intellectual Property Rights
exclusively licensed to an Acquired Company, as identified in Part 3.10(b) of the Disclosure
Schedule) free and clear of any Encumbrances (other than nonexclusive licenses granted
pursuant to the Contracts listed in Part 3.10(c) of the Disclosure Schedule, object code
licenses entered into in the ordinary course of business consistent with past practices as
part of any sale of products or the provision of services by any Acquired Company or
nondisclosure agreements entered into in the ordinary course of business consistent with
past practices by the Acquired Companies). Without limiting the generality of the
foregoing:

(i) all documents and instruments necessary to establish, perfect and maintain the rights
of the Acquired Companies in the Acquired Company IP (other than Intellectual Property
Rights exclusively licensed to an Acquired Company, as identified in Part 2.10(b) of the
Disclosure Schedule and Acquired Company IP abandoned by the Acquired Companies in
the ordinary course of business) have been validly executed, delivered and filed in a timely
manner with the appropriate Governmental Body.

(ii) each Acquired Company Employee who is or was involved in the creation or
development of any Acquired Company IP has signed a valid and enforceable agreement
containing an irrevocable assignment of Intellectual Property Rights pertaining to such
Acquired Company IP to the applicable Acquired Company and confidentiality provisions
protecting the Acquired Company IP;

(iii) except as set forth in Part 3.10(f)(iii) of the Disclosure Schedule, no funding, facilities or
personnel of any Governmental Body or any public or private university, college or other
educational or research institution were used, directly or indirectly, to develop or create,
in whole or in part, any Acquired Company IP (other than any Intellectual Property and
Intellectual Property Rights exclusively licensed to the Acquired Companies) and no
Governmental Body has any interest in any Acquired Company IP (other than any
Intellectual Property and Intellectual Property Rights exclusively licensed to the Acquired
Companies);

(iv) each Acquired Company has taken all reasonable steps to maintain the confidentiality
of and otherwise protect and enforce its rights in all Acquired Company IP, including all
proprietary information in which any Acquired Company claims trade secret rights or
similar rights under the laws of any jurisdiction; and

21

(v) each Acquired Company owns or otherwise has all Intellectual Property Rights needed
to conduct the business of such Acquired Company as currently conducted or as currently
planned by such Acquired Company to be conducted in the one (1) year period following
the Closing, except such Intellectual Property Rights as have yet to be developed or which
are expected to be available via license on commercially reasonable terms.

(g) Valid and Enforceable. All Acquired Company IP that is Registered IP is valid, subsisting
and enforceable except that no representation or warranty is made regarding the validity
or enforceability of pending patent or trademark applications. Without limiting the
generality of the foregoing:
(i) no trademark or trade name owned by any Acquired Company, or to the Knowledge of
the Designated Sellers, licensed by any Acquired Company, conflicts or interferes with any
trademark or trade name owned, used or applied for by any other Person in any
jurisdiction where any Acquired Company uses or has used such trademark or tradename,
and each Acquired Company has taken reasonable steps to police the use of each of the
trademarks owned by or exclusively licensed to it in each jurisdiction where any Acquired
Company uses or has used each such trademark; and

(ii) no interference, opposition, reissue, reexamination or other Legal Proceeding or, to the
Knowledge of the Designated Sellers, inquiry, examination or investigation is or has been
pending or, to the Knowledge of the Designated Sellers, threatened, in which the scope,
validity or enforceability of any Acquired Company IP that is owned by an Acquired
Company or, to the Knowledge of the Designated Sellers, that is exclusively licensed to an
Acquired Company, is being, has been, or could reasonably be expected to be contested
or challenged.

(h) No Third Party Infringement of Company IP. To the Knowledge of the Designated
Sellers: (i) no Person has infringed, misappropriated or otherwise violated any Acquired
Company IP that was, at the time of any such infringement, misappropriation or violation,
material to the business of any Acquired Company or that is material to the business of
any Acquired Company as currently conducted or as currently planned by such Acquired
Company to be conducted in the one year period following the Closing; and (ii) no Person
is currently infringing, misappropriating or otherwise violating any Acquired Company IP.
Part 3.10(h) of the Disclosure Schedule identifies (and the Company has Made Available to
Purchaser a complete and accurate copy of) each letter or other written or electronic
communication or correspondence that has been sent by or to any Acquired Company or
any Representative of any Acquired Company regarding any actual, alleged or suspected
infringement or misappropriation of any Acquired Company IP, and provides a brief
description of the current status of the matter referred to in such letter, communication
or correspondence.

(i) Effects of This Transaction. Neither the execution, delivery or performance of this
Agreement nor the consummation of any of the transactions contemplated by this
Agreement will, with or without notice or lapse of time, result in, or give any other Person
the right or option to cause or declare: (i) a loss of, or Encumbrance on, any Acquired
Company IP; (ii) a breach of or default under any Acquired Company IP Contract; (iii) the
release, disclosure or delivery of any Acquired Company IP by or to any escrow agent or
other Person; or (iv) the grant, assignment or transfer to any other Person of any license
or other right or interest under, to or in any of the Acquired Company IP.

(j) No Infringement of Third Party IP Rights. No Acquired Company has ever infringed
(directly, contributorily, by inducement or otherwise), misappropriated or otherwise
violated or made unlawful use of any Intellectual Property Right of any other Person. No
Acquired

22

Company Software infringes, violates or makes unlawful use of any Intellectual Property
Right of, or contains any Intellectual Property misappropriated from, any other Person.
Without limiting the generality of the foregoing:
(i) no infringement, misappropriation or similar claim or Legal Proceeding is pending or, to
the Knowledge of the Designated Sellers, threatened against any Acquired Company or
against any other Person who is or may be entitled to be indemnified, defended, held
harmless or reimbursed by any Acquired Company with respect to such claim or Legal
Proceeding;

(ii) since January 1, 2006, no Acquired Company has received any written notice (or, to the
Knowledge of the Designated Sellers, other communication) relating to any actual, alleged
or suspected infringement, misappropriation or violation by any Acquired Company, any
Acquired Company Employee or agents of any Acquired Company of any Intellectual
Property Rights of another Person, including any letter suggesting or offering that any
Acquired Company obtain a license to any Intellectual Property Right of another Person
because of such actual, alleged or suspected infringement, misappropriation or violation;
and

(iii) no Acquired Company is bound by any Contract to indemnify, defend, hold harmless or
reimburse any other Person with respect to, or otherwise assumed or agreed to discharge
or otherwise take responsibility for, any existing or potential intellectual property
infringement, misappropriation or similar claim (other than indemnification provisions in
the Company’s standard forms of Acquired Company IP Contracts).

(k) No Harmful Code. None of the Acquired Company Software contains any “back door,”
“drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are
commonly understood in the software industry) or any other code designed or intended to
have, or capable of performing, any of the following functions: (i) disrupting, disabling,
harming or otherwise impeding in any manner the operation of, or providing unauthorized
access to, a computer system or network or other device on which such code is stored or
installed without the user’s consent; or (ii) damaging or destroying any data or file without
the user’s consent.

(l) Source Code. The source code for all Acquired Company Software developed by the
Acquired Companies contains reasonably clear and accurate annotations and
programmer’s comments, and otherwise has been documented in a professional manner
that is consistent with customary code annotation conventions and customary practices in
the software industry. Part 3.10(l) of the Disclosure Schedules identifies and contains the
details of any source code escrow agreements which have been entered into by any
Acquired Company with respect to any Acquired Company Software for which source code
has been, or may be, delivered, licensed or made available by any Acquired Company to
any escrow agent. No Acquired Company has any duty or obligation (whether present,
contingent or otherwise) to deliver, license or make available the source code for any
Acquired Company Software to any Person other than an escrow agent identified in Part
3.10(l) of the Disclosure Schedule. No event has occurred, and no circumstance or
condition currently exists, that (with or without notice or lapse of time) will, or could
reasonably be expected to, result in the delivery, license or disclosure of the source code
for any Acquired Company Software to any Person other than an escrow agent identified
in Part 3.10(j) of the Disclosure Schedule.

(m) Use of Open Source Code. The Company has Made Available to Purchaser a complete
and accurate copy of the Black Duck Protex report delivered to the Company on or about
May 26, 2011 (the “Black Duck Report”). Except to the extent that this information is set
forth in the Black Duck Report (in which case it need not be included in Part 3.10(m) of the
Disclosure Schedule),
23

Part 3.10(m) of the Disclosure Schedule identifies and describes: (i) each item of Open
Source Code that is contained in the Acquired Company Software known as “Traffic
Manager” or from which any part of any Acquired Company Software known as “Traffic
Manager” is derived (for the avoidance of doubt, in each case, excluding any items of
Open Source Code contained in the “Traffic Manager Virtual Appliance” product that are
not also contained in the stand-alone “Traffic Manager” product); and (ii) the applicable
license for each such item of Open Source Code. No Acquired Company Software
contains, is a derivative work of or is distributed with Open Source Code that is licensed
under any terms that: (i) impose a requirement or condition that any Acquired Company
Software or part thereof: (A) be disclosed or distributed in source code form; (B) be
licensed for the purpose of making modifications or derivative works; or (C) be
redistributable at no charge; or (ii) otherwise impose any material limitation, restriction, or
condition on the right or ability of any Acquired Company to license or enforce its
Intellectual Property Rights.

(n) Privacy Policies. Part 3.10(n) of the Disclosure Schedule contains each Acquired
Company Privacy Policy in effect at any time since January 1, 2006 and identifies, with
respect to each Acquired Company Privacy Policy: (i) the period of time during which such
privacy policy was or has been in effect; (ii) whether the terms of a later Acquired
Company Privacy Policy apply to the data or information collected under such privacy
policy; and (iii) if applicable, the mechanism (such as opt-in, opt-out or notice only) used to
apply a later Acquired Company Privacy Policy to data or information previously collected
under such privacy policy. Each Acquired Company has complied at all times and in all
material respects with all of the Acquired Company Privacy Policies. Neither the execution,
delivery or performance of this Agreement or any of the other agreements referred to in
this Agreement nor the consummation of any of the transactions contemplated by this
Agreement or any such other agreements, nor Purchaser’s possession or use of the User
Data or any data or information in the Acquired Company Databases as permitted by or in
accordance with the applicable Acquired Company Privacy Policy, will result in any
violation of any Acquired Company Privacy Policy or any Legal Requirement pertaining to
privacy, User Data or Personal Data in effect as of the Closing.

(o) Personal Data. Part 3.10(o) of the Disclosure Schedule identifies and describes each
distinct electronic or other database containing (in whole or in part) Personal Data
maintained by or for any Acquired Company at any time (the “Acquired Company
Databases”), the types of Personal Data in each such database, and the security policies
that have been adopted and maintained with respect to each such database. There has
been no unauthorized or illegal use of or access to any of the data or information in any of
the Acquired Company Databases.

(p) Products Subject to Evaluation. Part 3.10(p) of the Disclosure Schedule identifies each
Person that, as of the date of this Agreement, is in possession of any product of any
Acquired Company for evaluation, testing or trial purposes, together with the product that
is being so evaluated.

3.11 Contracts.

(a) List of Contracts. Part 3.11(a) of the Disclosure Schedule identifies:

(i) (A) in relation to current Acquired Company Employees not employed on the
Company’s standard form of employment agreement attached to Part 3.11(a)(i) of the
Disclosure Schedule, each Acquired Company Contract relating to the employment of, or
the performance of services by, any Acquired Company Employee; (B) any Acquired
Company Contract pursuant to which any Acquired Company is or may become obligated
to make any severance, termination or similar payment to any Acquired Company
Employee; and (C) any Acquired Company Contract pursuant to which any Acquired
Company is or may become

24

obligated to make any bonus or similar payment (other than payment in respect of salary)
to any Acquired Company Employee;

(ii) each Acquired Company Contract which provides for indemnification of any officer,
director, employee or agent;

(iii) each Acquired Company Contract relating to the voting and any other rights or
obligations of a shareholder of any of the Acquired Companies;

(iv) each Acquired Company Contract relating to the merger, consolidation, reorganization
or any similar transaction with respect to any of the Acquired Companies;

(v) each Acquired Company Contract relating to the acquisition, transfer, development or
licensing of any technology, Intellectual Property or Intellectual Property Right (including
any joint development agreement, technical collaboration agreement or similar
agreement entered into by any of the Acquired Companies, but excluding: (i) Contracts
identified in Part 3.10 of the Disclosure Schedule; (ii) agreements between any Acquired
Company and its employees in the Company’s standard form thereof; (iii) non-exclusive
licenses to third party software that is not incorporated into, or used directly in the
development, testing, distribution, maintenance or support of, any Acquired Company
Software and that is not otherwise material to any Acquired Company’s business;
(iv) object code licenses entered into in the ordinary course of business consistent with
past practices as part of any sale of products or the provision of services by any Acquired
Company; and (v) nondisclosure agreements entered into in the ordinary course of
business consistent with past practices by the Acquired Companies);

(vi) each Acquired Company Contract relating to the hosting of any website of any of the
Acquired Companies;

(vii) each Acquired Company Contract relating to the advertising or promotion of the
business of any of the Acquired Companies or pursuant to which any third parties
advertise on any websites operated by any of the Acquired Companies;

(viii) each Acquired Company Contract relating to the acquisition, sale, spin-off or
outsourcing of any Subsidiary or business unit or operation of any of the Acquired
Companies;

(ix) each Acquired Company Contract creating or relating to any partnership or joint
venture or any sharing of: (A) revenues, profits, losses or liabilities; or (B) any costs in
excess of £10,000;
(x) each Acquired Company Contract imposing any restriction on any of the Acquired
Companies: (A) to compete with any other Person; (B) to acquire any product or other
asset or any services from any other Person, to sell any product or other asset to or
perform any services for any other Person or to transact business or deal in any other
manner with any other Person; or (C) to develop or distribute any technology;

(xi) each Acquired Company Contract: (A) granting exclusive rights to license, market, sell
or deliver any of the products or services of any of the Acquired Companies; or
(B) otherwise contemplating an exclusive relationship between any of the Acquired
Companies and any other Person;

25

(xii) each Acquired Company Contract creating or involving any agency relationship,
distribution or reseller arrangement or franchise relationship, in each case, involving the
sale of Acquired Company Products having a value in excess of £20,000 during the 12
months prior to the date of this Agreement;

(xiii) each Acquired Company Contract regarding the acquisition, issuance or transfer of
any securities and each Acquired Company Contract affecting or dealing with any
securities of any of the Acquired Companies including any restricted share agreements or
escrow agreements;

(xiv) each Acquired Company Contract involving any loan, guaranty, pledge, performance
or completion bond or indemnity or surety arrangement (in the case of an indemnity
arrangement, other than such provisions contained in any Acquired Company Contract
which is in the standard form attached to Part 3.11(a)(xiv) of the Disclosure Schedule);

(xv) each Acquired Company Contract relating to the purchase or sale of any asset by or
to, or the performance of any services by or for, any Related Party;

(xvi) any Acquired Company Contract that contemplates or involves the payment or
delivery of cash or other consideration by any of the Acquired Companies in an amount or
having a value in excess of $25,000;

(xvii) any Acquired Company Contract: (A) with any customer of any of the Acquired
Companies who has purchased or licensed any products from such Acquired Company
pursuant to a Contract other than: (1) such Acquired Company’s standard form of
customer Contract (with no material deviations); or (2) except as contemplated by clause
“(B)” of this sentence or another clause of this Section 2.11(a), a purchase order; or
(B) that contemplates or involves the payment or delivery of cash or other consideration
to such Acquired Company in an amount or having a value in excess of $25,000; and

(xviii) any Acquired Company Contract to which any Governmental Body is a party or is
bound.

(Contracts in the respective categories described in clauses “(i)“ through “(xviii)“ above
and all Contracts identified, or required to be identified, in Part 3.11(a) of the Disclosure
Schedule are referred to in this Agreement as “Material Contracts.”)
(b) Delivery of Contracts. The Designated Sellers have Made Available to Purchaser
accurate and complete copies of all written Material Contracts identified in Part 3.11(a) of
the Disclosure Schedule, including all amendments thereto. Part 3.11(b) of the Disclosure
Schedule provides a complete description of the material terms of each Material Contract
that is not in written form. Each Contract identified in Part 3.11(a) of the Disclosure
Schedule is valid and in full force and effect (subject to the terms of each Material
Contract), and is enforceable by the Company in accordance with its terms, subject to:
(i) laws of general application relating to bankruptcy, insolvency and the relief of debtors;
and (ii) rules of law governing specific performance, injunctive relief and other equitable
remedies.

(c) No Breach. Except as set forth in Part 3.11(c) of the Disclosure Schedule: (i) the
Company has not violated or breached in any material respect, and the Company has not
committed any material default under, any Acquired Company Contract, which remains
uncured, and, to the Knowledge of the Designated Sellers, no other Person has violated or
breached in any material respect, or committed any material default under, any Acquired
Company Contract which remains

26

uncured; (ii) to the Knowledge of the Designated Sellers, no event has occurred, and no
circumstance or condition exists, that (with or without notice or lapse of time) will, or could
reasonably be expected to: (A) result in a material violation or material breach of any of
the provisions of any Acquired Company Contract; (B) give any Person the right to declare
a default or exercise any remedy under any Acquired Company Contract; (C) give any
Person the right to accelerate the maturity or performance of any Acquired Company
Contract; or (D) give any Person the right to cancel, terminate or modify any Acquired
Company Contract; (iii) since January 1, 2009, the Company has not received any written
notice (or, to the Knowledge of the Designated Sellers, other communication) regarding
any actual or possible material violation or material breach of, or material default under,
any Acquired Company Contract; and (iv) the Company has not waived any of its
respective material rights under any Acquired Company Contract.

(d) No Renegotiation. No Person has a contractual right pursuant to the terms of any
Acquired Company Contract to renegotiate any material amount paid or payable to the
Company under any Material Contract or any other material term or provision of any
Material Contract.

(e) Proposed Contracts. Part 3.11(e) of the Disclosure Schedule identifies and provides a
brief description of each proposed Contract as to which any offer, award, written proposal,
term sheet or similar document, in each case that would contain binding obligations of the
Company if accepted by the recipient, has been submitted by the Company.

3.12 Compliance with Legal Requirements. Each Acquired Company is, and has at all times
been, in compliance in all material respects with each Legal Requirement that is applicable
to it or to the conduct of its business or the ownership of its assets. No event has
occurred, and no condition or circumstance exists, that will (with or without notice or lapse
of time) constitute or result in a violation in any material respect by any Acquired
Company of, or a failure on the part of any Acquired Company to comply with, any Legal
Requirement. Except as set forth in Part 3.12 of the Disclosure Schedule, since January 1,
2009, no Acquired Company has received any written notice (or, to the Knowledge of the
Designated Sellers, other communication) from any Person regarding any actual or
possible violation of, or failure to comply with, any Legal Requirement.

3.13 Compliance with FCPA; Unlawful Payments. Without limitation of Section 3.12, none of
the Acquired Companies (and, to the knowledge of the Designated Sellers, no director,
officer, other employee or agent of any of the Acquired Companies) has, directly or
indirectly: (a) used any corporate funds for any unlawful contributions, gifts, entertainment
or other unlawful expenses relating to political activity; (b) made any direct or indirect
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any
Governmental Body or any foreign or domestic government officials or employees or to
foreign or domestic political parties or campaigns from corporate funds; (c) failed to
disclose fully any contribution made by such Acquired Company or, to the Knowledge of
any Designated Seller, made by any Person with authority to act on behalf of any Acquired
Company which is in violation of any Legal Requirement; (d) violated any applicable export
control, money laundering or anti-terrorism Legal Requirement; (e) been investigated by
any Governmental Body with respect to, or been given notice by a Governmental Body of,
any violation by any Acquired Company of the U.S. Foreign Corrupt Practices Act of 1977,
as amended, and the rules and regulations thereunder (the “FCPA”) or any other United
States or foreign Legal Requirements concerning corrupting payments; or (f) violated any
provision of the FCPA or any other United States or foreign Legal Requirements
concerning corrupting payments.

3.14 Governmental Authorizations; No Subsidies.

27

(a) Governmental Authorizations. Part 3.14(a) of the Disclosure Schedule identifies each
material Governmental Authorization held by any Acquired Company, and the Designated
Sellers have Made Available to Purchaser accurate and complete copies of all material
Governmental Authorizations identified in Part 3.14(a) of the Disclosure Schedule. The
Governmental Authorizations identified in Part 3.14(a) of the Disclosure Schedule are valid
and in full force and effect, and collectively constitute all material Governmental
Authorizations necessary to enable each Acquired Company to conduct its business in the
manner in which its business is currently being conducted. Each Acquired Company is, and
has at all times been, in compliance with the terms and requirements of the respective
Governmental Authorizations identified in Part 3.14(a) of the Disclosure Schedule. Since
January 1, 2009, no Acquired Company has received any written notice (or, to the
Knowledge of the Designated Sellers, other communication) from any Governmental Body
regarding: (i) any actual or possible violation of or failure to comply with any term or
requirement of any Governmental Authorization; or (ii) any actual or possible revocation,
withdrawal, suspension, cancellation, termination or modification of any Governmental
Authorization.

(b) No Subsidies. No Acquired Company possesses (and no Acquired Company has ever
possessed) or has any rights or interests with respect to (and no Acquired Company has
ever had any rights or interests with respect to) any grants, incentives or subsidies from
any Governmental Body.

3.15 Tax Matters.

(a) Tax residence/permanent establishment. Each Acquired Company is and has always
been solely resident for Tax purposes in the country in which it is incorporated and is not
treated as being resident or fiscally domiciled in any other jurisdiction. No Acquired
Company has (or has ever had) a branch, agency, trade or business or permanent
establishment in any jurisdiction outside its respective country of incorporation. There are
no circumstances in which an Acquired Company is or could be made liable to Tax in a
jurisdiction other than in the country in which it is incorporated. Part 3.15(a) of the
Disclosure Schedule lists each jurisdiction in which each Acquired Company is required to
file a Tax Return.

(b) Controlled foreign company. No Acquired Company holds, or has ever held, any
interest in a controlled foreign company within section 747 of the United Kingdom Income
and Corporation Taxes Act 1988 (“ICTA”).

(c) Returns and disclosures. All Tax Returns which have been or should have been filed by
on or behalf of each Acquired Company (the “Acquired Company Tax Returns”) were
timely and properly filed and were and remain true, accurate and complete in all material
respects. The Designated Sellers have Made Available to Purchaser accurate and
complete copies of all Acquired Company Tax Returns filed by any of the Acquired
Companies since January 1, 2006. No claim has within the past seven years been made by
any Governmental Body in a jurisdiction where an Acquired Company does not file Tax
Returns that it is or may be subject to Taxation by that jurisdiction.

(d) Inquiries and disputes. Except as set forth in Part 3.15(d) of the Disclosure Schedule, no
inquiry, audit or other review has within the past seven years been opened into an
Acquired Company Tax Return nor has an Acquired Company Tax Return within the past
seven years been examined or audited by any Governmental Body. No Acquired Company
has received from any Governmental Body any: (i) notice indicating an intent to open an
inquiry, audit or other review; (ii) request for information related to Tax matters; or
(iii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the
limitation period applicable to any Acquired Company Tax Returns has been granted by or
requested from any Acquired Company. No claim or Legal Proceeding is pending or

28

threatened against any Acquired Company in respect of any Tax. There are no liens for
Taxes upon any of the assets of any Acquired Company except liens for current Taxes not
yet due and payable (and for which there are adequate and specific accruals, on the
Company Financial Statements in accordance with United Kingdom GAAP).

(e) Tax payments. All Taxes of each Acquired Company that have fallen due or are due and
payable have been timely paid and properly paid within the relevant time limits for
payment prescribed by applicable Legal Requirements. Each Acquired Company has
complied with all applicable Legal Requirements relating to the withholding of Taxes and
has duly and timely withheld and paid over to the appropriate Tax Authorities all amounts
required to be so withheld and paid. To the extent the benefit of relief has been obtained,
each Acquired Company has complied with necessary requirements to obtain relief from
Taxation under any Taxation statute, or under any treaty, convention or other
arrangement with another state or territory for the relief of double Taxation.
(f) Financial Statements. The Company Financial Statements make full provision or contain
a note, in each case in accordance with United Kingdom GAAP, for all Taxation liabilities of
the Acquired Companies, whether or not any Acquired Company has (or may have) any
right of reimbursement against any other Person.

(g) Penalties. No Acquired Company has within the past seven years incurred a Tax liability
for any material interest, penalties, fines or surcharges and no Acquired Company has
disclosed or taken in any Acquired Company Tax Return any Tax reporting position that
could result in the imposition of penalties including any UK Legal Requirement or under
Section 6662 of the Code (or any comparable provisions of any state, local or foreign
Legal Requirement).

(h) Records. Each Acquired Company has within its possession and control sufficient and
accurate records, invoices and other information in relation to Tax (as it is required by law
or as may be prudent for it to keep and maintain) to enable it to complete any Tax Return
and to calculate any Tax arising on any future disposal of any asset. Part 3.15(h) of the
Disclosure Schedule sets out full details of all matters relating to Tax in respect of which
each Acquired Company has an outstanding entitlement to make any claim or election for
Tax Relief.

(i) Double tax treaty applicability. The Company is, and since its formation has been,
entitled to all of the benefits of the Convention Between the Government of the United
Statement of America and the Government of the United Kingdom of Great Britain and
Northern Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion
with Respect to Taxes on Income and Capital Gains.

(j) Concessionary treatments. Except as set forth in Part 3.15(j) of the Disclosure Schedule,
the Tax affairs of the Acquired Companies are not dependent upon any concession or
other agreement (formal or informal) with a Tax Authority (including a PAYE settlement
agreement), and Part 3.15(j) of the Disclosure Schedule sets out details of all transactions,
schemes or arrangements in respect of which any Acquired Company has been a party or
has been otherwise involved for which a statutory clearance application was made or
advice, information or guidance was sought from HMRC.

(k) International movement of capital. No Acquired Company has caused, permitted or

entered into any of the transactions set out in paragraph 8 of Schedule 17 to the United
Kingdom Finance Act 2009 without having duly provided the required information to
HMRC, or, in relation to transactions carried out before 1 July 2009 as specified in section
765 of ICTA, without the prior written consent of HM Treasury.

29

(l) Secondary tax liability. So far as the Designated Sellers are aware, there are no
circumstances under which an Acquired Company is or could be made liable for any Tax
liability of any other Person, ignoring for this purpose any employee in respect of which an
Acquired Company has a liability under a payroll tax system. No Acquired Company has
any Liability (whether by reason of any indemnity, warranty or otherwise) to any Person in
respect of any actual, contingent or deferred liability of such Person to Taxation.

(m) Non-deductible payments. No Acquired Company is subject to any Contract under

which it will or may at any time hereafter be or become liable to make any payment (or
provide any other amount in money or money’s worth) of an income nature, which (in
either such case) is not deductible in full in computing the income of an Acquired
Company for the purposes of any Taxes on income or profits to which an Acquired
Company may be subject.

(n) Payroll payments. Each Acquired Company has correctly operated all payroll systems.
All deductions and payments in respect of income Taxes and national insurance and other
social security contributions have been made as required by applicable Legal
Requirements by each Acquired Company and have been properly accounted for to the
relevant Tax Authority, including all Taxes chargeable on benefits provided for directors,
employees or former employees of an Acquired Company or any Person required to be
treated as such.

(o) Directors, officers and employees. Part 3.15(o) of the Disclosure Schedule sets out full
details of all arrangements of each Acquired Company relating to securities which will or
may give rise to a liability to Tax, whether under Part 3 or Part 7 of the United Kingdom
Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) or otherwise, before, on, in
consequence of, in connection with, or after, the Closing. All elections to which each
Acquired Company is party made under said Part 7 are valid and are in the relevant
Acquired Company’s possession or control. No Acquired Company and no employee
benefit trust or other third party has made, or agreed to make, any payment to, or
provided or agreed to provide any benefit for, any director or former director, officer or
employee (or associate of any of the foregoing) of an Acquired Company, which is not
allowable as a deduction in calculating the profits of the Acquired Company for Taxation
purposes.

(p) Disguised remuneration. The Disclosure Schedule contains details of any benefits in
kind paid, made available or earmarked, however informally, for the benefit of any
employee or former employee (or any associate of such employee or former employee)
of any Acquired Company by an Acquired Company acting as a trustee or any third party.

(q) Capital assets. No liability to Tax would arise to an Acquired Company on a disposal of
any of its assets (other than trading stock) at the carrying value of such assets in or
adopted for the purposes of the Company Financial Statements for the year ended
30 September 2010 or for the value of the consideration actually given for it on its
acquisition (if such asset was acquired since the date of such Company Financial
Statements).

(r) Tax triggered by sale. No Tax Liability (ignoring any Option Tax and ignoring the
availability of any Tax Relief) will arise in, nor will any Tax Relief be withdrawn from an
Acquired Company, as a result of the sale and purchase of the Shares pursuant to this
Agreement and/or the Closing.

(s) Arm’s length transactions. All transactions or arrangements made by each Acquired
Company have been made on arm’s length terms and the processes by which prices and
terms have been arrived at have, in each case, been fully documented. There are no
circumstances in which an adjustment could be made to the terms on which such
transaction or arrangement is treated as

30
being made for Taxation purposes, and no notice or inquiry has been made by any Tax
Authority in connection with any such transactions or arrangements.

(t) Tax avoidance. No Acquired Company has been a party to, nor otherwise involved in,
any transaction, scheme or arrangement designed wholly or mainly, or containing steps or
stages having no commercial purpose and designed wholly or mainly, for the purposes of
avoiding or deferring Taxation or reducing a liability to Taxation. No Acquired Company has
consummated or participated in, or is currently participating in, any transaction which was
or is a “Tax shelter” transaction as defined in Sections 6662 or 6111 of the Code or the
Treasury Regulations promulgated thereunder. No Acquired Company has participated in,
or is currently participating in, a “Listed Transaction” or a “Reportable Transaction” within
the meaning of Section 6707A(c) of the Code or Treasury Regulation Section 1.6011-4(b),
or any transaction requiring disclosure under a corresponding or similar provision of any
state, local, or foreign Legal Requirement.

(u) Distributions. No distribution within the meaning of section 1000 of Corporation Tax Act
2010 (“CTA 2010”) has been made by an Acquired Company, except dividends paid by an
Acquired Company and shown in the audited accounts, and no Acquired Company is
bound to make any such distribution. No Acquired Company has, within the period of five
years preceding the Closing Date, been engaged in, nor been a party to, any “exempt
distribution” within Chapter 5 of Part 23 CTA 2010. No Acquired Company has received or
is likely to receive, a dividend which is not exempt within the provisions set out in Part 9A
of the United Kingdom Corporation Tax Act 2009 (“CTA 2009”).

(v) Loan relationships. All interest payable by any Acquired Company in respect of its loan
relationships is eligible to be brought into account as a debit for the purposes of Part 5 of
the CTA 2009 at the same time and to the same extent that it is recognized in such
Acquired Company’s audited accounts. No such loan relationship has an unallowable
purpose as defined in section 442 CTA 2009.

(w) Intangibles. For the purposes of this Section 3.15(w), references to intangible fixed
assets mean intangible fixed assets and goodwill within the meaning of Part 8 of CTA 2009.
Part 3.15(w) of the Disclosure Schedule sets out the amount of expenditure on each of the
intangible fixed assets of each Acquired Company and provides the basis on which any
debit relating to that expenditure has been taken into account in the Company Financial
Statements for the year ended 30 September 2010 or, in relation to expenditure incurred
since the date of such Company Financial Statements, will be available to an Acquired
Company. No circumstances have arisen since 30 September 2010 by reason of which
that basis might change. No claim has been made by an Acquired Company under section
827 CTA 2009. Since 30th September 2010: (i) no asset owned by an Acquired Company
has ceased to be a chargeable intangible asset in the circumstances described in section
859 CTA 2009; and (ii) no circumstances have arisen which have required, or will require,
a credit to be brought into account by an Acquired Company on a revaluation of an
intangible fixed asset.

(x) Close companies. No Acquired Company is, nor has within the last seven years been a
close company as defined in section 439 of CTA 2010.

(y) Inheritance tax. No Acquired Company has: (i) made any transfer of value within
sections 94 and 202 of the United Kingdom Inheritance Tax Act 1984 (“IHTA”); or
(ii) received any value such that Liability might arise under section 199 IHTA, or been a
party to associated operations in relation to a transfer of value as defined by section 268
IHTA. There is no unsatisfied Liability to inheritance Tax attached to, or attributable to, the
Shares or any asset, of an Acquired Company. No Shares or assets of any Acquired
Company are subject to any Inland Revenue charge as

31

mentioned in section 237 and 238 IHTA. No asset owned by an Acquired Company, and
none of the Shares, is liable to be subject to any sale, mortgage or charge by virtue of
section 212(1) IHTA.

(z) Stamp duties. All documents in the enforcement of which each Acquired Company may
be interested or which an Acquired Company may wish to produce in evidence has been
duly stamped and no such document has not been stamped by reason of it being
executed and retained abroad.

(aa) Value added tax. The Company is a taxable person and is duly registered for the
purposes of the United Kingdom Value Added Tax Act 1994.

(bb) Parachute Payments. No Acquired Company is a party to any Contract that has
resulted or would (or would reasonably be expected to) result, separately or in the
aggregate (including in combination with any payment or benefits contemplated by that
certain Incentive Bonus Plan being adopted by Purchaser in connection with the Share
Purchase and discussed with the Company), in the payment of any “excess parachute
payment” within the meaning of Section 280G of the Code (or any corresponding
provisions of state, local or foreign Tax law).

(cc) Closing Agreements; Etc. No Acquired Company will be required to include any item of
income in, or exclude any item of deduction from, taxable income for any taxable period
(or portion there) ending after the Closing Date as a result of any change in method of
accounting, closing agreement, intercompany transaction, installment sale or prepaid
amount received for a taxable period ending on or prior to the Closing Date. No Acquired
Company is a party to or bound by any Tax allocation or sharing agreement. No Acquired
Company has been a member of an affiliated or other similar group filing consolidated or
similar Tax Returns.

(dd) Distributed Stock. No Acquired Company has distributed stock of another Person, and
no Acquired Company has had its stock distributed by another Person, in a transaction
that was purposed or intended to be governed in whole or in part by Section 355 or
Section 361 of the Code.

(ee) Adjustment in Taxable Income. No Acquired Company is currently, or will for any
period for which a Tax Return has not been filed be, required to include any adjustment in
Taxable income for any Tax period (or portion thereof) pursuant to Section 481 or 263A of
the Code (or any comparable provision under state, local or foreign Tax laws) as a result of
transactions, events or accounting methods employed prior to the Closing.

(ff) Power of Attorney. No Acquired Company has executed any power of attorney with
respect to any Tax matter that is currently in force.

(gg) Tax Holidays. There are no (and there have never been any) Tax exemptions, Tax
holidays or other Tax reduction agreements or arrangements applicable to any of the
Acquired Companies.

(hh) Transferee or Successor Tax Liability. No Acquired Company has any Liability for the
Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar
provision of state, local or foreign law) as a transferee or successor, by Contract or
otherwise.

(ii) Dual Consolidated Loss. No Acquired Company has incurred a dual consolidated loss
within the meaning of Section 1503 of the Code.

32

(jj) “Controlled Foreign Corporation”. The Company has not been a “controlled foreign
corporation” as defined in Code section 957(a) for any date until the day immediately prior
to the Closing.

(kk) Real Property Holding Corporation. Zeus Inc. is not (and has never been) a “United
States real property holding corporation” within the meaning of Code section 897.

3.16 Employee and Labor Matters; Benefit Plans.

(a) Employee List. Part 3.16(a) of the Disclosure Schedule contains a list of all Acquired
Company Employees as of the date of this Agreement, and correctly reflects: (i) the name
of their employer; (ii) their dates of employment; (iii) their positions, grades or job titles;
(iv) their salaries; (v) any other compensation payable to them (including housing
allowances, compensation payable pursuant to bonus, deferred compensation or
commission arrangements or other incentive or variable compensation); (vi) notice period
in the event of termination of such Acquired Company Employee; and (vii) any promises
made to them with respect to changes or additions to their compensation or benefits.
None of the Acquired Companies is and none has ever been bound by or a party to, and
no Acquired Company has a duty to bargain for, any recognition, procedural, collective or
other agreement or Contract with a labor organization, trade union, works council, staff
association or other body representing any Acquired Company Employees (such a body, a
“Acquired Company Employee Representative Body”), and there are no, and none of the
Acquired Companies has agreed or arranged to negotiate or consult with any, Acquired
Company Employee Representative Bodies. None of the Acquired Companies is engaged
or has ever been engaged in any unfair labor practice of any nature. None of the Acquired
Companies has had any strike, slowdown, work stoppage, lockout, job action or threat
thereof, or question concerning representation, by or with respect to any of the Acquired
Company Employees. No event has occurred, and no condition or circumstance exists,
that will directly or indirectly give rise to or provide a basis for the commencement of any
such strike, slowdown, work stoppage, lockout, job action, labor dispute or union
organizing activity or any similar activity or dispute.

(b) Leave of Absence. There is no current Acquired Company Employee who is not fully
available to perform work because of disability or other leave. Part 3.16(b) of the
Disclosure Schedule lists any Acquired Company Employees who have during the 12-
month period ending on the date of this Agreement been absent from work for more than
20 Business Days and indicates the reason for that absence and whether the individual
has a right to return to work with any of the Acquired Companies.
(c) At Will Employment. Except as set forth in Part 3.16(c) of the Disclosure Schedule, the
employment of each of the current Acquired Company Employees who is employed in the
United States is terminable by the Company at will without cost or liability (other than
payment of compensation accrued up to the time of termination) and the employment of
each of the current Acquired Company Employees who is employed in the United Kingdom
is terminable by giving such Acquired Company Employee the lesser of: (i) three months’
notice; or (ii) the minimum statutory notice, in each case, without giving rise to a claim for
Severance, damages or compensation (except for, in the case of Acquired Company
Employees employed in the United Kingdom, statutory compensation). No Severance or
other payment has been made or promised to be made or benefit given or promised to be
given by any of the Acquired Companies in connection with the actual or proposed
termination (including in relation to redundancy payments) or suspension of employment
or variation of any contract of employment of any Acquired Company Employee. The
Designated Sellers have Made Available to Purchaser accurate and complete copies of all
employee manuals and handbooks, disclosure materials, policy statements and other
materials relating to the employment of the Acquired Company Employees.

33

(d) Employee Departures/Restrictions. To the Knowledge of the Designated Sellers, no

employee of any of the Acquired Companies at the level of senior manager or above:
(i) intends to terminate his employment with such Acquired Company; (ii) has received an
offer to join a business that may be competitive with any of the Acquired Companies’
businesses; or (iii) is a party to or is bound by any confidentiality agreement,
noncompetition agreement or other Contract (with any Person) that may have an adverse
effect on: (A) the performance by such employee of any of his duties or responsibilities as
an employee of such Acquired Company; or (B) any of the Acquired Companies’
businesses or operations. Except as set forth in Part 3.16(d) of the Disclosure Schedule,
every employee whose employment with any of the Acquired Companies has been
terminated by any of the Acquired Companies in the six year period ending on the date of
this Agreement has signed a valid and enforceable release agreement or, if such
employee was employed in the United Kingdom, compromise agreement.

(e) Employee Plans and Agreements. Part 3.16(e) of the Disclosure Schedule contains an
accurate and complete list of each Acquired Company Employee Plan and each Acquired
Company Employee Agreement (other than Acquired Company Employee Agreements
that are in the standard form attached to Part 3.11(e) of the Disclosure Schedule) in
respect of current Acquired Company Employees. None of the Acquired Companies
intends (and none has committed) to establish or enter into any new Acquired Company
Employee Plan or Acquired Company Employee Agreement, or to modify any Acquired
Company Employee Plan or Acquired Company Employee Agreement (except to conform
any such Acquired Company Employee Plan or Acquired Company Employee Agreement
to the requirements of any applicable Legal Requirements, in each case, as previously
disclosed to Purchaser in writing or as required by this Agreement).

(f) Delivery of Documents. As applicable with respect to the Acquired Company Employee
Plan, the Designated Sellers have Made Available to Purchaser: (i) correct and complete
copies of all documents setting forth the terms of each Acquired Company Employee Plan
and each Acquired Company Employee Agreement, including all amendments thereto and
all related trust documents; (ii) the most recent summary plan description together with
the summaries of material modifications thereto, if any, with respect to each Acquired
Company Employee Plan; (iii) all material written Contracts relating to each Acquired
Company Employee Plan, including administrative service agreements and group
insurance contracts; (iv) the annual reports (Form 5500 series) for the last three complete
plan year; (v) the most recent letter of determination from the U.S. Internal Revenue
Service relating to the tax-qualified status of the Plan; (vi) all written materials provided to
any Acquired Company Employee relating to any Acquired Company Employee Plan and
any proposed Acquired Company Employee Plans, in each case, relating to any material
amendments, terminations, establishments, material increases or decreases in benefits,
acceleration of payments or vesting schedules or other events that would result in any
liability to any of the Acquired Companies; (vii) all correspondence since January 1, 2010
to or from any Governmental Body relating to any Acquired Company Employee Plan; and
(viii) all insurance policies in the possession of any of the Acquired Companies pertaining
to fiduciary liability insurance covering the fiduciaries for each Acquired Company
Employee Plan.

(g) Foreign Plans. Except as set forth in Part 3.16(g) of the Disclosure Schedule, no
Acquired Company has established or maintained: (i) any plan, program, policy, practice,
Contract or other arrangement mandated by a Governmental Body other than the United
States or the United Kingdom; (ii) any Acquired Company Employee Plan that is subject to
any of the Legal Requirements of any jurisdiction outside of the United States or the
United Kingdom; or (iii) any Acquired Company Employee Plan that covers or has covered
Acquired Company Employees whose services are or have been performed primarily
outside of the United States or the United Kingdom. There are no Acquired Company
Employees working outside the United States or the United Kingdom.

34

(h) Absence of Certain Retiree Liabilities and Pension Arrangements. Except as set forth in
Part 3.16(h) of the Disclosure Schedule, no Acquired Company Employee Plan provides
(except at no cost to the Company), or reflects or represents any Liability of any of the
Acquired Companies to pay, provide or contribute towards, retiree life insurance, retiree
health benefits or other retiree employee welfare benefits to any Person for any reason.
Other than commitments made that involve no future costs to any of the Acquired
Companies, none of the Acquired Companies has ever represented, promised or
contracted (whether in oral or written form) to any Acquired Company Employee (either
individually or to Acquired Company Employees as a group) or any other Person that such
Acquired Company Employee(s) or other Person would be provided with retiree life
insurance, retiree health benefit or other retiree employee welfare benefits, except to the
extent required by applicable Legal Requirements.

(i) No Defaults. The Company has performed all obligations required to be performed by it
under each Acquired Company Employee Plan and is not in default or violation of, and the
Designated Sellers have no Knowledge of any default or violation by any other party to,
the terms of any Acquired Company Employee Plan. Each of the Acquired Company
Employee Plans has been operated and administered in all material respects in
accordance with applicable Legal Requirements, including the applicable tax qualification
requirements under the Code. No Acquired Company Employee Plan and no grants,
awards or benefits thereunder are subject to Section 409A(a) or 409A(b) of the Code or, if
subject to Section 409A(a) of the Code, have failed or will fail, in form or operation, to
meet the requirements of Section 409A(a)(2), 409A(a)(3) or 409A(a)(4) of the Code. All
contributions to, and material payments from, any Acquired Company Employee Plan
which may have been required to be made in accordance with the terms of such Acquired
Company Employee Plan or applicable Legal Requirements have been timely made, and
all contributions for any period ending on or before the Closing Date which are not yet
due, but will be paid on or prior to the Closing Date, are reflected as an accrued liability in
the Company Financial Statements. Each Acquired Company Employee Plan can be
amended, terminated or otherwise discontinued after the date of this Agreement, without
liability to the Company or to Purchaser (other than ordinary administration expenses).
There are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of the
Designated Sellers, threatened by any Governmental Body with respect to any Acquired
Company Employee Plan.

(j) No Conflict. Except as set forth in Part 3.16(j) of the Disclosure Schedule, neither the
execution, delivery or performance of this Agreement, nor the consummation of any of
the transactions contemplated by this Agreement, will or may (either alone or upon the
occurrence of any additional or subsequent events): (i) constitute an event under any
Acquired Company Employee Plan, Acquired Company Employee Agreement, trust or loan
that will or may result (either alone or in connection with any other circumstance or event)
in any payment (whether of severance pay or otherwise), acceleration, forgiveness of
indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with
respect to any Acquired Company Employee; or (ii) create or otherwise result in any
Liability with respect to any Acquired Company Employee Plan.

(k) Compliance. Each Acquired Company: (i) is in compliance in all material respects with
all applicable Legal Requirements, Contracts and orders, rulings, decrees, judgments or
arbitration awards of any arbitrator or any court or other Governmental Body respecting
employment, employment practices, terms and conditions of employment, wages, hours
or other labor-related matters, including Legal Requirements, orders, rulings, decrees,
judgments and awards relating to discrimination, wages and hours, labor relations, leave
of absence requirements, occupational health and safety, privacy, harassment, retaliation,
immigration, wrongful discharge or violation of the personal rights of Acquired Company
Employees or prospective employees; (ii) has withheld and reported all amounts required
by any Legal Requirement or Contract to be withheld and reported with respect to wages,
salaries and other payments to any Acquired Company Employee; (iii) has no Liability for
any

35

arrears of wages or any Taxes or any penalty for failure to comply with any of the
foregoing; and (iv) has no Liability for any payment to any trust or other fund governed by
or maintained by or on behalf of any Governmental Body with respect to unemployment
compensation benefits, social security or other benefits or obligations for any Acquired
Company Employee (other than routine payments to be made in the normal course of
business and consistent with past practice).

(l) Labor Relations. The Company has good labor relations and is not and, within the three-
year period ending on the date of this Agreement, has not been, involved in a dispute with
a Acquired Company Employee Representative Body, and, except as set forth in
Part 3.16(l) of the Disclosure Schedule, the Designated Sellers have no Knowledge of any
fact or circumstance indicating that the consummation of any of the transactions
contemplated by this Agreement will have a material adverse effect on the labor relations
of any Acquired Company or might give rise to a dispute with a Acquired Company
Employee Representative Body. Except as set forth in Part 3.16(l) of the Disclosure
Schedule, there are no pending or, to the Knowledge of the Designated Sellers,
threatened or reasonably anticipated claims or Legal Proceedings against any Acquired
Company under any workers’ compensation policy or long-term disability policy.

(m) Claims against Plans. There are no pending or, to the Knowledge of the Designated
Sellers, threatened or reasonably anticipated claims or Legal Proceedings against or in
relation to any of the Acquired Company Employee Plans, the assets of any of the
Acquired Company Employee Plans, any Acquired Company, any Acquired Company
Employee Plan administrator or any fiduciary of any Acquired Company Employee Plan
with respect to the operation of such Acquired Company Employee Plans (other than
routine, uncontested benefit claims) or asserting any rights or claims to benefits under
such Acquired Company Employee Plans, and there are no facts or circumstances which
will form the basis for any such claims or Legal Proceedings.

(n) Independent Contractors. Part 3.16(n) of the Disclosure Schedule sets forth, with
respect to each Person who is or was, at any time since January 1, 2006, an independent
contractor of any Acquired Company and who has received or may be entitled to receive
in excess of $25,000 from any Acquired Company:

(i) the name of such independent contractor, and the date as of which such independent
contractor was originally engaged by such Acquired Company;

(ii) a description of such independent contractor’s performance objectives, services, duties

and responsibilities;

(iii) the aggregate dollar amount of the compensation (including all payments or benefits
of any type) received by such independent contractor from any Acquired Company with
respect to services performed in the fiscal year ended December 31, 2007;

(iv) the terms of compensation of such independent contractor; and

(v) any Governmental Authorization that is held by such independent contractor and that
relates to or is useful in connection with the business of any Acquired Company.

(o) No Misclassified Employees. No current or former independent contractor of any

Acquired Company could be deemed to be a misclassified employee. No independent
contractor is eligible to participate in any Acquired Company Employee Plan. No Acquired
Company has ever had any temporary or leased employees that were not treated and
accounted for in all respects as

36

employees of such Acquired Company insofar as Legal Requirements require such

treatment and accounting.

(p) Labor-Related Claims. Except as set forth in Part 3.16(p) of the Disclosure Schedule,
there is no, and no Acquired Company is defending any, Legal Proceeding, claim, labor
dispute or grievance pending or, to the Knowledge of the Designated Sellers, threatened
or reasonably anticipated relating to any employment Contract, compensation, wages and
hours, leave of absence, plant closing notification, employment statute or regulation,
privacy right, labor dispute, workers’ compensation policy, long-term disability policy,
safety, retaliation, immigration or discrimination matter involving any Acquired Company
Employee, including any claim for damages in respect of or a payment in lieu of notice,
unlawful deduction from wages, unfair or wrongful dismissal, breach of contract,
discrimination, breach of statutory duties,; charges of unfair labor practices, harassment
complaints, or failure to comply with any regulatory obligation.

(q) Increase in Compensation. No Acquired Company is under any obligation (and no

Acquired Company has made any commitment) to increase the total annual
compensation (including salary or any contractual or discretionary incentive awards)
payable to a director of any Acquired Company or Acquired Company Employee.

(r) Outstanding Sums and Liabilities to Employees. No Acquired Company: (i) owes any
sum to a current or former director, officer or employee except for base salary accrued
since the last normal pay date or for the reimbursement of properly incurred and
approved expenses; or (ii) has an outstanding liability for:

(i) breach of an employment contract;

(ii) redundancy payments;

(iii) compensation for wrongful or unfair dismissal; or

(iv) failure to comply with a legal obligation to a current or a former employee.

(s) Redundancies or Transfers of Acquired Company Employees. Within the 12-month

period ending on the date of this Agreement, no Acquired Company has: (a) given notice
of redundancy to any Governmental Body or other authority or body or started consulting
about making any employees redundant with an independent trade union, works council
or employee representative body or employee under any applicable Legal Requirements;
or (b) been party to the transfer of an undertaking as defined in TUPE or failed to comply
with a duty to inform and consult an independent trade union, works council or employee
representative body under TUPE.

(t) TUPE. If any Acquired Company Employee’s employment has previously been
transferred to any of the Acquired Companies as a consequence of the transfer of an
undertaking or change in service provision within the meaning of TUPE, no liability to
provide a benefit under any occupational pension scheme will transfer to Purchaser,
notwithstanding the exclusion in Regulation 10 of TUPE.

(u) The Pension Scheme. Apart from the Pension Scheme, no Acquired Company has any
Liabilities in respect of any other U.K. pension schemes.

37

(v) Contracts of Insurance. All contracts of insurance relating to the Pension Scheme are
valid and enforceable and no circumstances exist which may enable the Insurers to avoid
liability under them. All premiums due in respect of such policies have been paid. All
insured lump sum and pension benefits (other than refunds of contributions) payable in
the event of the death of a member in service are fully insured, with an insurance
company authorized to carry on long-term insurance business under the Financial Services
and Markets Act 2000 and no special terms including as to premiums in relation to that
insurance have been imposed.

(w) Money Purchase Benefits Only. Apart from earnings-related lump sum death benefits,
the Pension Scheme provides only money purchase benefits (as defined in the Pension
Schemes Act 1993) and none of the Acquired Companies or the trustees of the Pension
Scheme has given any promise or assurance (oral or written) to any Person that such
Person’s benefits under the Pension Scheme will be calculated wholly or partly by
reference to any Person’s remuneration or will constitute (approximately or exactly) any
particular amount. The benefits which are prospectively and contingently payable under
the Pension Scheme can (except to the extent that they will be paid from the proceeds of
insurance policies) be provided by the funds available for the members of the Pension
Scheme.

(x) Compliance and Claims, Etc.

(i) All contributions, insurance premiums, fees and expenses which are due to be paid by
the trustees or any Acquired Company in relation to the Pension Scheme have been paid.
In relation to the Pension Scheme, other than routine claims for benefits, there are no
claims or Legal Proceedings in progress or pending or threatened against or in relation to
any Acquired Company, any other participating employer of the Pension Scheme
(including the principal employer) or the trustees or any Seller in respect of any act, event,
omission or other matter arising out of or in connection with the Pension Scheme and
there are no circumstances which may give rise to such events occurring.

(ii) None of the Acquired Companies is, and since April 27, 2004 none of the Acquired
Companies has been, an associate of or connected with (within the meaning of sections
435 and 249 respectively of the Insolvency Act 1986) any Person who is an employer in
relation to any occupational pension scheme which is not a money purchase scheme.

(iii) No contribution notice has at any time been issued to any Acquired Company under
section 38 or 47 of the Pensions Act 2004 or section 75A of the Pensions Act 1995 and no
financial support direction issued under section 43 of the Pensions Act 2004 has at any
time been issued to any Acquired Company. No Acquired Company is a party to and no
Acquired Company has any Liabilities under any arrangements made in relation to any
such financial support directions or under any arrangements in respect of alternative
manners made under sections 75 and 75A of the Pensions Act 1995.

(y) Stakeholder Pensions. Each Acquired Company has at all times since October 8, 2001
complied with its obligations relating to stakeholder pensions under the Welfare Reform
and Pensions Act 1999.

3.17 Environmental Matters. Each of the Acquired Companies is in compliance in all

material respects with all applicable Environmental Laws, which compliance includes the
possession by each Acquired Company of all Environmental Licenses and other
Governmental Authorizations required under applicable Environmental Laws, and
compliance with the terms and conditions thereof. None of the Acquired Companies has
received any written notice (or, to the Knowledge of the Designated Sellers, other
communication), whether from a Governmental Body, citizens group, Acquired Company
38

Employee or otherwise, that alleges that any of the Acquired Companies is not in
compliance with any Environmental Law, and, to the Knowledge of the Designated Sellers,
there are no circumstances that may prevent or interfere with any of the Acquired
Companies’ compliance with any Environmental Law in the future. To the Knowledge of
the Designated Sellers, no current or prior owner of any property leased or controlled by
any of the Acquired Companies has received any written notice (or, to the Knowledge of
the Designated Sellers, other communication), whether from a Government Body, citizens
group, Acquired Company Employee or otherwise, that alleges that such current or prior
owner or such Acquired Company is not in compliance with any Environmental Law. No
Acquired Company has caused or contributed to any Environmental Release and there are
no circumstances which may give rise to any Environmental Release by any of the
Acquired Companies. No Contaminants are stored or contained on or under any of the
Properties whether in storage tanks, land fills, pits, ponds, lagoons or otherwise. All
Governmental Authorizations currently held by any of the Acquired Companies pursuant to
Environmental Laws are identified in Part 3.17 of the Disclosure Schedule.

3.18 Insurance. Part 3.18 of the Disclosure Schedule identifies each insurance policy
maintained by, at the expense of or for the benefit of any of the Acquired Companies as
of the date of this Agreement and identifies any claims in excess of £10,000 made
thereunder as of the date of this Agreement. The Designated Sellers have Made Available
to Purchaser accurate and complete copies of the insurance policies identified on Part
3.18 of the Disclosure Schedule. Each of the insurance policies identified in Part 3.18 of
the Disclosure Schedule is in full force and effect. Since January 1, 2010, none of the
Acquired Companies has received any written notice (or, to the Knowledge of the
Designated Sellers, other communication) regarding any actual or possible: (i) cancellation
or invalidation of any insurance policy; (ii) refusal of any coverage or rejection of any
claim under any insurance policy; or (iii) material adjustment in the amount of the
premiums payable with respect to any insurance policy.

3.19 Related Party Transactions. Except as set forth in Part 3.19 of the Disclosure
Schedule: (a) no Related Party has, and no Related Party has had, any interest in any
material asset used in or otherwise relating to the business of any of the Acquired
Companies; (b) no Related Party is, or has been, indebted to any of the Acquired
Companies (other than for ordinary travel advances); (c) no Related Party has entered
into, or has had any financial interest in, any material Contract, transaction or business
dealing or involving any of the Acquired Companies; (d) to the Knowledge of the
Designated Sellers, no Related Party is competing with any of the Acquired Companies;
and (e) no Related Party has any claim or right against any of the Acquired Companies
(other than rights under Company Options and rights to receive compensation for services
performed as an employee of the Company or other rights arising in the ordinary course
of employment). No member of the board of directors (or similar body) of any of the
Acquired Companies has a conflict of interest with respect to such Acquired Company, and
each such member has provided confirmation of the foregoing to such Acquired Company
if required in accordance with applicable Legal Requirements.

3.20 Legal Proceedings; Orders.

(a) Legal Proceedings. There is no pending Legal Proceeding and, to the Knowledge of the
Designated Sellers, no Person has threatened to commence any Legal Proceeding: (i) that
involves any Acquired Company or any of the assets owned or used by any Acquired
Company or any Person whose liability any Acquired Company has or may have retained
or assumed, either contractually or by operation of law; (ii) that challenges, or that may
have the effect of preventing, delaying, making illegal or otherwise interfering with, any of
the transactions contemplated by this Agreement; or (iii) that relates to the ownership of
any capital stock of any Acquired Company, or any option or other right to the capital
stock of any Acquired Company, or right to receive consideration as a result of this
Agreement. To the Knowledge of the Designated Sellers, no event has occurred, and no
claim, dispute or other condition or circumstance exists, that will or would reasonably be
expected to,

39

give rise to or serve as a basis for the commencement of any such Legal Proceeding.
Except as set forth in Part 3.20(a) of the Disclosure Schedule, no Legal Proceeding
involving claims in excess of $50,000 has ever been commenced by, and no Legal
Proceeding involving claims in excess of $50,000 has ever been pending against, any
Acquired Company.

(b) Orders. There is no order, writ, injunction, judgment or decree to which any Acquired
Company, or any of the assets owned or used by any Acquired Company, is subject. To the
Knowledge of the Designated Sellers, no officer or other employee of any Acquired
Company is subject to any order, writ, injunction, judgment or decree that prohibits such
officer or other employee from engaging in or continuing any conduct, activity or practice
relating to the business of any Acquired Company.

3.21 Inapplicability of Anti-takeover Statutes. No state or foreign takeover statute or

similar Legal Requirement applies or purports to apply to this Agreement or any of the
transactions contemplated hereby.

3.22 Non-Contravention; Consents. Except as set forth in Part 3.22 of the Disclosure
Schedule, neither: (1) the execution, delivery or performance of this Agreement or any of
the other agreements, documents or instruments referred to in this Agreement; nor
(2) the consummation of any of the transactions contemplated by this Agreement or any
such other agreement, document or instrument, will (with or without notice or lapse of
time):

(a) contravene, conflict with or result in a violation of: (i) any of the provisions of any
Charter Documents of any Acquired Company; or (ii) any resolution adopted by the
shareholders, board of directors or any committee of the board of directors of any
Acquired Company;

(b) contravene, conflict with or result in a violation of, or give any Governmental Body or
other Person the right to challenge any of the transactions contemplated by this
Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement
or any order, writ, injunction, judgment or decree to which any Acquired Company or any
of the assets owned or used by any Acquired Company, is subject;
(c) contravene, conflict with or result in a violation of any of the terms or requirements of,
or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate
or modify, any Governmental Authorization that is held by any Acquired Company or that
otherwise relates to business of any Acquired Company or to any of the assets owned or
used by any Acquired Company;

(d) contravene, conflict with or result in a material violation or breach of, or result in a
default under, any provision of any Acquired Company Contract that is or would constitute
a Material Contract, or give any Person the right to: (i) declare a default or exercise any
remedy under any such Acquired Company Contract; (ii) accelerate the maturity or
performance of any such Acquired Company Contract; or (iii) cancel, terminate or modify
any such Acquired Company Contract; or

(e) result in the imposition or creation of any lien or other Encumbrance upon or with
respect to any asset owned or used by any Acquired Company (except for minor liens that
will not, in any case or in the aggregate, materially detract from the value of the assets
subject thereto or materially impair the operations of any Acquired Company).

40

Except as set forth in Part 3.22 of the Disclosure Schedule, no Acquired Company is and
no Acquired Company will be required to make any filing with or give any notice to, or to
obtain any Consent from, any Person in connection with: (x) the execution, delivery or
performance of this Agreement or any of the other agreements referred to in this
Agreement; or (y) the consummation of any of the transactions contemplated by this
Agreement.

3.23 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s
or other fee or commission in connection with any of the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of any Acquired
Company. No Person is or may become entitled to receive any fee or other amount from
any Acquired Company for professional services performed or to be performed in
connection with any of the transactions contemplated by this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF GUARANTOR AND PURCHASER

Guarantor and Purchaser represent and warrant to the Sellers as follows:

4.1 Due Organization. Guarantor is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full power and authority to
conduct its business in the manner in which its business is currently being conducted and
to own and use its assets in the manner in which its assets are currently owned and used.
Purchaser is a private limited company duly organized, validly existing and in good
standing under the laws of England and has full power and authority to conduct its
business in the manner in which its business is currently being conducted and to own and
use its assets in the manner in which its assets are currently owned and used.

4.2 Non-Contravention; Consents.

(a) Non-Contravention. Neither: (i) the execution, delivery or performance of this

Agreement or any of the other agreements, documents or instruments referred to in this
Agreement; nor (ii) any of the transactions contemplated by this Agreement or any of
such other agreements, documents or instruments, will (with or without notice or lapse of
time):

(i) contravene, conflict with or result in a violation of:

(A) any of the provisions of the certificate of incorporation or bylaws (or similar
documents) of Guarantor or Purchaser;

(B) any resolution adopted by the shareholders, the board of directors or any committee
of the board of directors of Guarantor or Purchaser; or

(C) any provision of any contract to which Guarantor or Purchaser is a party or by which
Guarantor or Purchaser is bound; or

(ii) contravene, conflict with or result in a violation of, or give any Governmental Body or
other Person the right to challenge any of the transactions contemplated by this
Agreement.

(b) Consents. Except for any applicable filings required to be made by Guarantor or
Purchaser, notices required to be given by Guarantor or Purchaser or Consents required
to be obtained by Guarantor or Purchaser, in each case from any Governmental Body,
which if not made, given or obtained would reasonably be expected to result in a material
adverse effect on Guarantor’s

41

or Purchaser’s respective ability to consummate the transactions contemplated by this

Agreement, neither Guarantor nor Purchaser will be required to make any filing with or
give any notice to, or to obtain any Consent from, any Person in connection with: (i) the
execution, delivery or performance of this Agreement or any of the other agreements,
documents or instruments referred to in this Agreement; or (ii) any of the of the
transactions contemplated by this Agreement or by any of the other agreements,
documents or instruments referred to in this Agreement.

4.3 Authority; Binding Nature of Agreement. Each of Guarantor and Purchaser has the
absolute and unrestricted right, power, capacity and authority to enter into and perform
its obligations under this Agreement and under each other agreement, document and
instrument referred to in or contemplated by this Agreement to which Guarantor or
Purchaser, respectively, will be a party; and the execution, delivery and performance by
each of Guarantor and Purchaser of its obligations under this Agreement and any of each
such other agreement, document and instrument have been duly authorized by all
necessary action on the part of Guarantor or Purchaser, respectively, and the part of
Guarantor or Purchaser’s respective boards of directors. This Agreement and each other
agreement, document or instrument referred to in this Agreement to which Guarantor or
Purchaser is a party constitutes the legal, valid and binding obligation of Guarantor or
Purchaser, respectively, enforceable against it in accordance with its terms, subject to:
(a) laws of general application relating to bankruptcy, insolvency and the relief of debtors;
and (b) rules of law governing specific performance, injunctive relief and other equitable
remedies.
4.4 Legal Proceedings. There is no pending Legal Proceeding against Purchaser and, to
the knowledge of Purchaser, no Person has threatened to commence any Legal
Proceeding, that challenges, or that may have the effect of preventing, delaying, making
illegal or otherwise interfering with, the entry into, performance of, compliance with and
enforcement of any of the obligations of Purchaser under this Agreement and the
transactions contemplated by this Agreement. To the knowledge of Purchaser, no event
has occurred, and no claim, dispute or other condition or circumstance exists, that is
substantially likely to give rise to or serve as the basis for such a Legal Proceeding.

5. INDEMNIFICATION, ETC.

5.1 Survival of Representations, Etc.

(a) General Survival. Subject to Section 5.1(b) and Section 5.1(d), the representations and
warranties made by the Designated Sellers and the other Sellers in this Agreement and
the representations and warranties set forth in the Closing Consideration Certificate, in
each case other than the Specified Representations, shall survive the Closing Date and
shall expire on the date that is 450 days after the Closing Date (the “Termination Date”);
provided, however, that if, at any time prior to the Termination Date, Purchaser (acting in
good faith) delivers to the Sellers’ Agent a written notice alleging the existence of an
inaccuracy in or a breach of any of such representations and warranties and asserting a
claim for recovery under Section 5.2 based on such alleged inaccuracy or breach, then
the claim asserted in such notice shall survive the Termination Date until such time as such
claim is fully and finally resolved.

(b) Specified Representations. Notwithstanding anything to the contrary contained in

Section 5.1(a), but subject to Section 5.1(d), the Specified Representations shall survive as
follows:

(i) the representations and warranties set forth in Section 2 shall survive until the
expiration of the statute of limitations applicable thereto (including any extensions
thereof);

42

(ii) the representations and warranties set forth in Section 3.15 shall survive until the sixth
anniversary of the Closing Date; and

(iii) the representations and warranties set forth in Section 3.3, Section 3.10 and
Section 3.13 shall survive the Closing Date and shall expire on the date that is 690 days
after the Closing Date; provided, however, that if, at any time prior to the 690th day after
the Closing Date, Purchaser (acting in good faith) delivers to the Sellers’ Agent a written
notice alleging the existence of an inaccuracy in or a breach of any of such
representations and warranties and asserting a claim for recovery under Section 5.2
based on such alleged inaccuracy or breach, then the claim asserted in such notice shall
survive the expiration date set forth in this clause “(iii)” until such time as such claim is
fully and finally resolved.

(c) Guarantor and Purchaser Representations. All representations and warranties made by
Guarantor and Purchaser in this Agreement shall survive until the expiration of the statute
of limitations applicable thereto (including any extension thereof).
(d) Intentional Misrepresentation; Fraud. Notwithstanding anything to the contrary
contained in Section 5.1(a) or Section 5.1(b), the limitations set forth in Section 5.1(a) and
5.1(b) shall not apply in the case of claims based upon intentional misrepresentation or
fraud. A Seller shall have no liability in respect of the intentional misrepresentation or
fraud of any other Seller. For the purposes of this Section 5, the term “fraud” is intended
to encompass circumstances involving a misrepresentation made knowingly or
intentionally, rather than mere negligence or gross negligence.

(e) Representations Not Limited. The representations, warranties, covenants and

obligations of the Sellers and Purchaser, and the rights and remedies that may be
exercised by Purchaser, shall not be limited or otherwise affected by or as a result of any
information furnished to, or any investigation made by or knowledge of, any of Purchaser
or any of its Representatives. Without limiting the foregoing, nothing disclosed in the
Disclosure Schedule shall limit or otherwise adversely affect any rights or remedies
available to Purchaser under the Tax Covenant.

(f) No Other Representations. Without limitation of any of Purchaser’s rights with respect
to claims based upon intentional misrepresentation or fraud, the representations and
warranties set forth in Sections 2 and 3, together with any representations and warranties
contained in any agreement, document or instrument contemplated by this Agreement,
are the only representations and warranties made by the Sellers (including the Designated
Sellers) with respect to the Acquired Companies.

5.2 Indemnification.

(a) Indemnification. From and after the Closing Date (but subject to Section 5.1), each
Seller: (x) severally with respect to the representations and warranties set forth in
Section 2; and (y) severally and pro rata (based upon such Seller’s Participation
Percentage) with respect to the representations and warranties set forth in Section 3 and
with respect to the other matters contemplated by this Section 5.2, shall hold harmless
and indemnify Purchaser from and against, and shall compensate and reimburse
Purchaser for, any Damages which are directly or indirectly suffered or incurred by
Purchaser or to which Purchaser may otherwise directly or indirectly become subject
(regardless of whether or not such Damages relate to any third party claim) and which
arise directly or indirectly from or as a result of, or are directly or indirectly connected
with:

(i) any inaccuracy in or breach of any representation or warranty made in Section 2 or

Section 3 as if such representation or warranty was made on and as of the

43

Closing (without giving effect to any materiality or similar qualification limiting the scope of
any Designated Representation);

(ii) any inaccuracy in or breach of any representation or warranty set forth in the Closing
Consideration Certificate;

(iii) any breach of any covenant or obligation of the Sellers in this Agreement;
(iv) any matter referred to in Part 3.16(p) or 3.16(r) of the Disclosure Schedule, including
any claim or Legal Proceeding resulting therefrom or relating thereto; and

(v) any Legal Proceeding relating to any breach or any other matter of the type referred
to in clause “(i),” “(ii),” “(iii)” or “(iv)” above (including any Legal Proceeding commenced
by Purchaser for the purpose of enforcing any of its rights under this Section 5).

(b) Damage to Purchaser. The parties acknowledge and agree that, if, on or after the
Closing Date, any of the Acquired Companies suffers, incurs or otherwise becomes subject
to any Damages as a result of or in connection with any inaccuracy in or breach of any
representation, warranty, covenant or obligation or any other matter referred to in
Section 5.2(a), then Purchaser shall also be deemed, by virtue of its ownership of the
stock of the Company, to have incurred Damages as a result of and in connection with
such inaccuracy, breach or matter.

5.3 Limitations.

(a) Basket. Subject to Section 5.3(b), the Sellers shall not be required to make any
indemnification payment pursuant to Section 5.2(a)(i) for any inaccuracy in or breach of
any representation or warranty in this Agreement: (i) unless the amount of Damages that
have been directly or indirectly suffered or incurred by Purchaser, or to which Purchaser
has otherwise directly or indirectly become subject, arising out of any individual
inaccuracy or breach (or multiple inaccuracies or breaches of the same representation or
warranty or of different representations and warranties, but based on similar events,
conditions, facts or circumstances) (without giving effect to any materiality or similar
qualification limiting the scope of any Designated Representation) exceeds $10,000 (a
“Qualifying Claim”); and (ii) until such time as the total amount of Damages from all
Qualifying Claims exceeds $200,000 in the aggregate. If the total amount of such
Damages from all Qualifying Claims exceeds $200,000 in the aggregate, then Purchaser
shall be entitled to be indemnified against and compensated and reimbursed for the entire
amount of such Damages, and not merely the portion of such Damages exceeding
$200,000.

(b) Applicability of Basket. The limitations set forth in Section 5.3(a) shall not apply: (i) in
the case of intentional misrepresentation or fraud; (ii) to inaccuracies in or breaches of
any of the Specified Representations (except for the representations and warranties
contained in Section 3.10 and Section 3.13); (iii) to inaccuracies in or breaches of any of
the representations and warranties contained in Section 3.5(d); (iv) to the matters
referred to in Sections 5.2(a)(ii), 5.2(a)(iii) and 5.2(a)(iv); or (v) to the matters referred to
in Section 5.2(a)(v) (to the extent related to any of the matters referred to in clauses “(i)”
through “(iv)” of this sentence).

(c) Recourse. Subject to Section 5.3(d), recourse by Purchaser to the General Escrow
Amount (plus any interest or earnings thereon) shall be Purchaser’s sole and exclusive
remedy for monetary Damages resulting from the matters referred to in Section 5.2.

44

(d) Applicability of Liability Cap.

(i) The limitations set forth in Section 5.3(c) shall not apply: (A) in the case of intentional
misrepresentation or fraud; (B) to inaccuracies in or breaches of any of the Specified
Representations; (C) to the matters referred to in Sections 5.2(a)(ii), 5.2(a)(iii) and 5.2(a)
(iv); or (D) to the matters referred to in Section 5.2(a)(v) (to the extent related to any of
the matters referred to in clauses “(A)” through “(C)” of this sentence).

(ii) Except in the case of intentional misrepresentation or fraud, the total amount of
indemnification payments that the Sellers can be required to make to Purchaser pursuant
to Section 5.2 shall be limited to:

(A) with respect to: (1) inaccuracies in or breaches of the representations and warranties
contained in Section 2; and (2) any breach by any Seller of any covenant or obligation
contained in this Agreement, the amounts described in clause “(ii)(A)” of Schedule 5.3(d)
(ii)(A);

(B) with respect to inaccuracies in or breaches of the Specified Representations (other

than the representations and warranties contained in Section 2) and with respect to claims
under the Tax Covenant, the amounts described in clause “(ii)(B)” of Schedule 5.3(d)(ii)(B);
and

(C) with respect to the matters referred to in Section 5.2(a)(iv), the amounts described in
clause “(ii)(C)” of Schedule 5.3(d)(ii)(C).

5.4 Notice. The Sellers shall not be required to make any indemnification payment
pursuant to Section 5.2 unless:

(a) Purchaser delivers to the Sellers’ Agent a written notice alleging (in reasonable detail)
the basis for indemnification pursuant to Section 5.2: (i) with respect to indemnification for
an inaccuracy in or breach of a representation or warranty, not later than the expiry of
the relevant representation or warranty (as set forth in Sections 5.1(a) or 5.1(b)); and
(ii) with respect to indemnification for the matters referred to in Sections 5.2(a)(ii), 5.2(a)
(iii), 5.2(a)(iv) and 5.2(a)(v) (to the extent related to any of the matters referred to in
Sections 5.2(a)(ii), 5.2(a)(iii) or 5.2(a)(iv)), the applicable statute of limitations; and

(b) with respect to a particular claim for indemnification (other than a claim pursuant to
Section 5.2(a)(iv), with respect to which this Section 5.4(b) shall not apply), Purchaser
commences a procedure in accordance with Section 6.10(c) within 12 months of the
earlier of: (i) the date Purchaser actually delivers the written notice described in
Section 5.4(a) with respect to such claim; and (ii) the latest time Purchaser is permitted to
deliver such notice with respect to such claim in order to satisfy the condition set forth in
Section 5.4(a) (it being understood that the commencement of an arbitration procedure in
accordance with Section 6.10(c) shall be sufficient to satisfy the condition set forth in this
Section 5.4(b) even if the relevant arbitrator determines not to resolve the relevant
dispute until a third party claim is resolved, or otherwise).

Notwithstanding anything to the contrary contained in Section 5.4(a) or Section 5.4(b), this
Section 5.4 shall not apply to any claim for intentional misrepresentation or fraud.

5.5 No Double Recovery. Purchaser shall not be entitled to recover Damages or otherwise
obtain reimbursement or restitution more than once in respect of the same loss.
45

5.6 No Contribution. Each Seller waives, and acknowledges and agrees that he shall not
have and shall not exercise or assert (or attempt to exercise or assert), any right of
contribution, right of indemnity or other right or remedy against any of the Acquired
Companies in connection with any indemnification obligation or any other liability to which
he may become subject under or in connection with this Agreement or any other
agreement or document delivered to Purchaser in connection with this Agreement.

5.7 Defense of Third Party Claims. In the event of the assertion or commencement by any
Person of any claim or Legal Proceeding (whether against any of the Acquired Companies,
Purchaser or any other Person) with respect to which any Seller (including any Designated
Seller) may become obligated to hold harmless, indemnify, compensate or reimburse
Purchaser pursuant to Section 5 (other than a claim or Legal Proceeding under the Tax
Covenant or a claim or Legal Proceeding under this Agreement in respect of any Tax-
related matter (with respect to which clause 4 of the Tax Covenant shall apply instead)),
Purchaser shall have the right, at its election, to proceed with the defense of such claim or
Legal Proceeding on its own with counsel reasonably satisfactory to the Sellers’ Agent. If
Purchaser so proceeds with the defense of any such claim or Legal Proceeding:

(a) each Seller shall make available to Purchaser any documents and materials in his
possession or control that may be necessary to the defense of such claim or Legal
Proceeding;

(b) Purchaser shall have the right to settle, adjust or compromise such claim or Legal
Proceeding; provided, however, that: (i) before finally settling, adjusting or compromising
such claim or Legal Proceeding, Purchaser shall consult with the Sellers’ Agent by
informing the Sellers’ Agent of the terms of such settlement, adjustment or compromise
and soliciting the Sellers’ Agent’s opinion thereon; and (ii) if Purchaser settles, adjusts or
compromises any such claim or Legal Proceeding without the consent of the Sellers’
Agent, such settlement, adjustment or compromise shall not be conclusive evidence of the
amount of Damages incurred by Purchaser in connection with such claim or Legal
Proceeding (it being understood that if Purchaser requests that the Sellers’ Agent consent
to a settlement, adjustment or compromise, the Sellers’ Agent shall not unreasonably
withhold or delay such consent); and

(c) Purchaser shall reasonably provide the Sellers’ Agent with oral or written updates
concerning material developments in the defense of such claim or Legal Proceeding.

Purchaser shall give the Sellers’ Agent prompt written notice of the commencement of
any such claim or Legal Proceeding against Purchaser or any Acquired Company;
provided, however, that any failure on the part of Purchaser to so notify the Sellers’ Agent
shall not limit any of the obligations of the Sellers under Section 5 (except to the extent
such failure materially prejudices the defense of such Legal Proceeding). If Purchaser
does not elect to proceed with the defense of any such claim or Legal Proceeding, the
Sellers’ Agent may proceed with the defense of such claim or Legal Proceeding with
counsel reasonably satisfactory to Purchaser; provided, however, that the Sellers’ Agent
may not settle, adjust or compromise any such claim or Legal Proceeding without the
prior written consent of Purchaser (which consent may not be unreasonably withheld or
delayed).
5.8 Setoff. Subject to the other provisions of this Section 5, Purchaser shall have the right
to withhold and deduct any sum that may be owed to Purchaser under this Agreement
from any amount otherwise payable by Purchaser to any Seller in respect of shares of
Company Capital Stock that were owned by such Seller; provided, however, that
Purchaser shall not be entitled to seek recovery of any indemnification claim pursuant to
the setoff rights described in this Section 5.8 after the date on which Purchaser shall have
actually made all payments required to be made under Section 1.6.

46

5.9 Order of Recourse. Notwithstanding anything to the contrary contained in this

Agreement:

(a) Definitions. For purposes of this Section 5.9, the following terms shall have the
following meanings:

(i) “Amount Claimed” shall mean the aggregate amount of Damages (for the avoidance of
doubt, including any Possibly Uninsured Damages) that Purchaser claims to be owing
under Section 5.2 at any relevant time; provided, however, that the aggregate amount of
Damages (for the avoidance of doubt, including any Possibly Uninsured Damages) that
Purchaser claims to be owing under Section 5.2(a)(iv) shall only be included in the Amount
Claimed to the extent that such Damages exceed the portion of the Special Escrow
Amount remaining in the Special Escrow Account.

(ii) “Available Recourse Funds” shall mean: (A) any portion of the General Escrow Amount
that remains in the General Escrow Account and is not subject to pending claims at the
time a claim is made under Section 5.2; plus (B) any portion of the R&W Insurance
Amount that: (1) provides coverage for the particular matter at issue; (2) remains
available under the R&W Insurance Policy; and (3) is not subject to pending claims at the
time a claim is made under Section 5.2).

(iii) “Possibly Uninsured Damages” shall mean any Damages: (A) for which Purchaser
seeks indemnification, reimbursement or compensation pursuant to Section 5.2; (B) for
which Purchaser has made a claim under the R&W Insurance Policy; and with respect to
which the R&W Insurer has failed to respond or take a position on or has delivered or
caused to be delivered, or, based on Purchaser’s reasonable determination after
consultation with the R&W Claims Advisor, is expected to deliver or cause to be delivered,
a written notice either: (1) denying that such Damages are covered by the R&W Insurance
Policy; or (2) declining to accept or deny that (or reserving rights with respect to whether)
such Damages are covered by the R&W Insurance Policy; provided, however, that such
Damages shall cease to be Possibly Uninsured Damages upon the earlier of: (x) Purchaser
reasonably determining, after consultation with the R&W Claims Advisor, that the R&W
Insurer is likely to deliver to Purchaser a written notice accepting that such Damages are
covered by the R&W Insurance Policy; and (y) the R&W Insurer delivering a written notice
to Purchaser (or otherwise) accepting that such Damages are covered by the R&W
Insurance Policy.

(b) Order of Recourse. Subject to Section 5.9(c):

(i) if Purchaser has (or claims to have) an indemnification claim under Section 5.2 (other
than an indemnification claim under (x) Section 5.2(a)(i) related to an inaccuracy in or
breach of any representation or warranty made in Section 2; or (y) Section 5.2(a)(iv)),
Purchaser shall: (A) pursue such claim against the General Escrow Account prior to
pursuing such claim against the R&W Insurance Policy; and (B) pursue such claim against
the General Escrow Account and the R&W Insurance Policy (to the extent that the matter
at issue is within the scope of the coverage provided by the R&W Insurance Policy) prior to
pursuing such claim through its setoff rights under Section 5.8 or directly against any
Seller;

(ii) if Purchaser has (or claims to have) an indemnification claim under Section 5.2(a)(i)
related to an inaccuracy in or breach of any representation or warranty made in
Section 2, Purchaser shall pursue such claim against the General Escrow Account prior to
pursuing such claim (in any order, in its sole and absolute discretion): (A) against the R&W

47

Insurance Policy; (B) through its setoff rights under Section 5.8; or (C) directly against the
relevant Seller; and

(iii) if Purchaser has (or claims to have) an indemnification claim under Section 5.2(a)(iv),
Purchaser shall: (A) if such claim is being made on or before the 365th day after the
Closing Date, pursue such claim against the Special Escrow Account prior to pursuing such
claim against the General Escrow Account; and (B) pursue such claim against the General
Escrow Account prior to pursuing such claim through its setoff rights under Section 5.8.

(c) Applicability of Order of Recourse. Notwithstanding anything to the contrary contained

in Section 5.9(b):

(i) if the Amount Claimed exceeds the Available Recourse Funds, Purchaser shall be
entitled to exercise the setoff rights provided by Section 5.8;

(ii) where otherwise permitted by Section 5, if the Amount Claimed exceeds the Available
Recourse Funds plus the amounts then available as setoff pursuant to Section 5.8,
Purchaser shall be entitled to pursue a claim directly against relevant Seller or Sellers; and

(iii) if the Amount Claimed exceeds the General Escrow Amount (and the Amount Claimed
includes Possibly Uninsured Damages), Purchaser shall be entitled to exercise the setoff
rights provided by Section 5.8 with respect to any Possibly Uninsured Damages (it being
understood that if Purchaser exercises its setoff rights with respect to any Possibly
Uninsured Damages and such Possibly Uninsured Damages cease to be Possibly Uninsured
Damages, then any amounts with respect to which such setoff rights were so exercised
shall promptly be paid in accordance with Section 1.6).

5.10 Insurance Efforts. Notwithstanding anything to the contrary contained in Section 5.8,
Section 5.9 or elsewhere in this Agreement: (a) Purchaser shall have no obligation to, and
Purchaser’s rights to indemnification, compensation and reimbursement pursuant to
Section 5.2 shall not be limited by any failure to, threaten or commence any Legal
Proceedings against the R&W Insurer for coverage under the R&W Insurance Policy; and
(b) Purchaser shall have no obligation to, and Purchaser’s rights to indemnification,
compensation and reimbursement pursuant to Section 5.2 shall not be limited by any
failure to, seek recovery from the R&W Insurance Policy with respect to any Possibly
Uninsured Damages.
5.11 Tax Covenant. The Sellers and Purchaser agree to the terms contained in the Tax
Covenant.

5.12 Instructions to the Escrow Agent.

(a) Instructions after One Year. Within five business days after the one year anniversary of
the Closing, Purchaser and the Sellers’ Agent shall execute and deliver to the Escrow
Agent joint instructions instructing the Escrow Agent to release any Special Escrow Cash
(as defined in the Escrow Agreement) that then remains in the Special Escrow Account
(the “Remaining Special Escrow Cash”) to the Sellers’ Agent on behalf of (and for
distribution by the Sellers’ Agent to) the Sellers; provided, however, that if prior to such
first anniversary, Purchaser has given one or more Claim Notices to the Sellers’ Agent
containing one or more claims against the Special Escrow Cash that have not been
resolved prior to such anniversary, then such joint instructions shall instruct the Escrow
Agent to release to the Sellers’ Agent on behalf of (and for distribution by the Sellers’
Agent to) the Sellers, an amount

48

equal to the Remaining Special Escrow Cash minus the Claimed Amount or Contested
Amount, as the case may be, with respect to all claims against the Special Escrow Cash
which have not then been resolved (it being understood that promptly following resolution
of any such claims, Purchaser and the Sellers’ Agent shall execute and deliver to the
Escrow Agent additional joint instructions instructing the Escrow Agent to release the
portion of the Remaining Special Escrow Cash related to such claims in accordance with
such resolution).

(b) Instructions after 690 Days. Within five business days after the 690th day following the
Closing (the “Final Release Date”), Purchaser and the Sellers’ Agent shall execute and
deliver to the Escrow Agent joint instructions instructing the Escrow Agent to release any
General Escrow Cash (as defined in the Escrow Agreement) that then remains in the
General Escrow Account (the “Remaining General Escrow Cash”) to the Sellers’ Agent on
behalf of (and for distribution by the Sellers’ Agent to) the Sellers; provided, however, that
if prior to the Final Release Date, Purchaser has given one or more Claim Notices to the
Sellers’ Agent (or to any particular Seller) containing one or more claims against the
General Escrow Cash that have not been resolved prior to the Final Release Date, then
such joint instructions shall instruct the Escrow Agent to release to the Sellers’ Agent on
behalf of (and for distribution by the Sellers’ Agent to) the Sellers, an amount equal to the
Remaining General Escrow Cash minus the Claimed Amount or Contested Amount, as the
case may be, with respect to all claims against the General Escrow Cash which have not
then been resolved (it being understood that promptly following resolution of any such
claims, Purchaser and the Sellers’ Agent shall execute and deliver to the Escrow Agent
additional joint instructions instructing the Escrow Agent to release the portion of the
Remaining General Escrow Cash related to such claims in accordance with such
resolution).

(c) Failure to Deliver Joint Instructions. In the event that the Sellers’ Agent executes and
delivers to the Escrow Agent joint instructions (executed by the Sellers’ Agent only) in
accordance with Sections 5.12(a) and 5.12(b) within the time periods specified within
those Sections, the Sellers’ Agent provides such instructions to Purchaser within 24 hours
before the last date that is within such time periods, and Purchaser does not execute and
deliver such instructions within such time periods, then: (i) Purchaser shall be deemed to
have given its consent to the release to the Sellers’ Agent on behalf of (and for distribution
by the Sellers’ Agent to) the Sellers, an amount equal to the Remaining Special Escrow
Cash or Remaining General Escrow Cash, as the case may be, minus the Claimed Amount
or Contested Amount, as the case may be (if any) (in each case, the “Release Amount”);
and (ii) the Sellers’ Agent may cause the Escrow Agent to release the Release Amount on
presentation of an instruction signed by the Sellers’ Agent together with a certificate duly
executed by the Sellers’ Agent, detailing the Release Amount and confirming that there
are no outstanding Claimed Amounts or Contested Amounts that Purchaser and the
Sellers’ Agent would otherwise be required by the terms of this Agreement to instruct the
Escrow Agent to deduct from the Release Amount.

6. MISCELLANEOUS PROVISIONS

6.1 Sellers’ Agent.

(a) Appointment. By virtue of the execution of this Agreement, the Sellers irrevocably
nominate, constitute and appoint Scottish Equity Partners LLP as the agent and true and
lawful attorney in fact of the Sellers (the “Sellers’ Agent”), with full power of substitution,
to act in the name, place and stead of the Sellers for purposes of executing any
documents and taking any actions that the Sellers’ Agent may, in his sole discretion,
determine to be necessary, desirable or appropriate in connection with any claim for
indemnification, compensation or reimbursement under Section 5, under the Escrow
Agreement or under the Tax Covenant. Scottish Equity Partners LLP hereby accepts its
appointment as Sellers’ Agent.

49

(b) Authority. The Sellers grant to the Sellers’ Agent full authority to execute, deliver,
acknowledge, certify and file on behalf of such Sellers (in the name of any or all of the
Sellers or otherwise) any and all documents that the Sellers’ Agent may, in his sole
discretion, determine to be necessary, desirable or appropriate, in such forms and
containing such provisions as the Sellers’ Agent may, in his sole discretion, determine to
be appropriate, in performing his duties as contemplated by Section 6.1(a).
Notwithstanding anything to the contrary contained in this Agreement or in any other
agreement executed in connection with the transactions contemplated hereby:
(i) Purchaser shall be entitled to deal exclusively with the Sellers’ Agent on all matters
relating to any claim for indemnification, compensation or reimbursement under
Section 5, under the Escrow Agreement or under the Tax Covenant; and (ii) Purchaser
shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on
any document executed or purported to be executed on behalf of any Seller by the
Sellers’ Agent, and on any other action taken or purported to be taken on behalf of any
Seller by the Sellers’ Agent, as fully binding upon such Seller.

(c) Power of Attorney. The Sellers recognize and intend that the power of attorney granted
in Section 6.1(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by
the Sellers’ Agent; and (iii) shall survive the death or incapacity of each of the Sellers.
(d) Replacement. If the Sellers’ Agent shall die, resign, become disabled or otherwise be
unable to fulfill his responsibilities hereunder, the Sellers shall (by consent of those Persons
entitled to at least a majority of the amounts payable pursuant to Section 1.2), within 10
days after such death, resignation, disability or inability, appoint a successor to the Sellers’
Agent (who shall be reasonably satisfactory to Purchaser) and immediately thereafter
notify Purchaser of the identity of such successor. Any such successor shall succeed the
Sellers’ Agent as Sellers’ Agent hereunder. If for any reason there is no Sellers’ Agent at
any time, all references herein to the Sellers’ Agent shall be deemed to refer to the
Sellers.

6.2 Waiver of Notice; Preemptive Rights; Termination of Agreements. By virtue of the

execution of this Agreement, each Seller irrevocably: (a) waives all rights of preemption or
first refusal over (and any requirements to grant Consent or be consulted with regard to)
the transfer of any of the Shares conferred upon such Seller by the articles of association
of the Company or otherwise; (b) agrees to take all steps necessary to ensure that any
rights of preemption or first refusal over (or any requirements to grant Consent or be
consulted with regard to) the transfer of any of the Shares are waived; (c) agrees to the
termination as of the Closing of: (i) the Registration Rights Agreement dated 21 September
1999 between Zeus Technology Limited and Cross Atlantic Technology Fund (the
“Registration Rights Agreement”); (ii) Investment Agreement dated 3 March 2005 between
the Company and certain investors named therein (including all schedules appended
thereto) (the “Investment Agreement”); (d) waives any and all registration or notice rights
under the Registration Rights Agreement pursuant to which any Acquired Company may
be required to register or give notice of a determination to register any of its securities;
and (e) waives any and all information rights under the Investment Agreement and any
other Contract (other than this Agreement) to receive information or access to
information regarding any of the Acquired Companies after the Closing.

6.3 Further Assurances. Each party hereto shall execute and cause to be delivered to each
other party hereto such instruments and other documents, and shall take such other
actions, as such other party may reasonably request (prior to, at or after the Closing) for
the purpose of carrying out or evidencing any of the transactions contemplated by this
Agreement.

6.4 Fees and Expenses. Subject to Section 5 and Section 6.5, the Escrow Agreement, the
Tax Covenant and Exhibit D, each party to this Agreement shall bear and pay all fees,
costs and expenses that have been incurred or that are incurred in the future by such
party in connection

50

with the transactions contemplated by this Agreement, including all fees, costs and
expenses incurred by such party in connection with or by virtue of: (a) the negotiation,
preparation and review of this Agreement (including the Disclosure Schedule) and all
agreements, certificates, opinions and other instruments and documents delivered or to
be delivered in connection with the transactions contemplated by this Agreement; (b) the
preparation and submission of any filing or notice required to be made or given in
connection with any of the transactions contemplated by this Agreement, and the
obtaining of any Consent required to be obtained in connection with any of such
transactions; and (c) the consummation of the transactions contemplated by this
Agreement; provided, however, that the Sellers shall and hereby covenant to bear and
timely pay: (x) all premiums (and related surplus lines taxes) required to be paid by or for
the R&W Insurance Policy; and (y) all fees, costs and expenses (including legal fees and
accounting fees) incurred by the Acquired Companies in connection with the transactions
contemplated by this Agreement.

6.5 Corporate Guaranty. Guarantor hereby unconditionally and irrevocably guarantees the
performance of the obligations of Purchaser (including all payment obligations of
Purchaser) under this Agreement. If Purchaser defaults on the payment when due of any
amount payable to the Sellers under this Agreement, Guarantor shall, within 10 calendar
days of written demand from the Sellers’ Agent, pay that amount to the Sellers’ Agent in
the manner described in this Agreement as if it were Purchaser.

6.6 Several Obligations. Except as specifically otherwise set out in this Agreement, all
representations, warranties, indemnities, covenants, agreements, liabilities and/or
obligations given or entered into by more than one person in this Agreement are given or
entered into severally.

6.7 Notices. Any notice or other communication required or permitted to be delivered to

any party under this Agreement shall be in writing and shall be deemed properly
delivered, given and received: (a) if delivered by hand, when delivered; (b) if sent via
facsimile with confirmation of receipt, when transmitted and receipt is confirmed; (c) if
sent by electronic mail, telegram, cablegram or other electronic transmission, upon
delivery; (d) if sent by registered, certified or first class mail, the third business day after
being sent; and (e) if sent by overnight delivery via a national courier service, two business
days after being sent, in each case to the address or facsimile telephone number set forth
beneath the name of such party below (or to such other address or facsimile telephone
number as such party shall have specified in a written notice given to the other parties
hereto):

If to Purchaser:

Riverbed Technology Limited

c/o: Riverbed Technology, Inc.

199 Fremont St.

San Francisco, CA 94105

Attention: Brett Nissenberg

Facsimile: Schedule 6.7F

Email: Schedule 6.7E

If to Guarantor:
Riverbed Technology, Inc.

199 Fremont St.

San Francisco, CA 94105

Attention: Brett Nissenberg

Facsimile: Schedule 6.7F

51

Email: Schedule 6.7E

If to the Sellers’ Agent:

Scottish Equity Partners LLP

17 Blythswood Square

Glasgow G2 4AD

Attention: Andrew Davison and Andrew Buchan

Facsimile: +44 (0) 141 273 4001

Email: [email protected] and [email protected]

With a copy to:

Covington & Burling LLP

265 Strand

London WC2R 1BH

Attention: James Gubbins

Facsimile: +44 (2) 20 7025 0876

Email: [email protected]

and

Morrison & Foerster (UK) LLP

CityPoint, One Ropemaker Street

London EC2Y 9AW

Attention: Trevor James

Facsimile: 020 7496 8500

Email: [email protected]

6.8 Headings. The bold-faced headings contained in this Agreement are for convenience
of reference only, shall not be deemed to be a part of this Agreement and shall not be
referred to in connection with the construction or interpretation of this Agreement.

6.9 Counterparts and Exchanges by Electronic Transmission or Facsimile. This Agreement

may be executed in several counterparts, each of which shall constitute an original and all
of which, when taken together, shall constitute one agreement. The exchange of a fully
executed Agreement (in counterparts or otherwise) by electronic transmission in .PDF
format or by facsimile shall be sufficient to bind the parties to the terms and conditions of
this Agreement.

6.10 Governing Law; Dispute Resolution.

(a) Governing Law. This Agreement shall be construed in accordance with, and governed
in all respects by, the internal laws of the State of California (without giving effect to
principles of conflicts of laws).

(b) Venue. Except as otherwise provided in the Escrow Agreement or in Section 6.10(c),
any Legal Proceeding relating to this Agreement or the enforcement of any provision of
this Agreement (including a Legal Proceeding based upon intentional misrepresentation or
fraud) may be brought or otherwise commenced in any state or federal court located in
the County of San Francisco, State of California. Each party to this Agreement:
(i) expressly and irrevocably consents and submits to the jurisdiction of each state and
federal court located in the County of San Francisco, State of California

52

(and each appellate court located in the County of San Francisco, State of California) in
connection with any such Legal Proceeding; (ii) agrees that each state and federal court
located in the County of San Francisco, State of California shall be deemed to be a
convenient forum; and (iii) agrees not to assert (by way of motion, as a defense or
otherwise), in any such Legal Proceeding commenced in any state or federal court located
in the County of San Francisco, State of California, any claim that such party is not subject
personally to the jurisdiction of such court, that such Legal Proceeding has been brought
in an inconvenient forum, that the venue of such proceeding is improper or that this
Agreement or the subject matter of this Agreement may not be enforced in or by such
court.

(c) Indemnification Claims. Any claim for indemnification, compensation or reimbursement

pursuant to Section 5 (and, at the option of Purchaser, any other claim for a monetary
remedy, such as in the case of a claim based upon intentional misrepresentation or fraud,
relating to this Agreement after the Closing) shall be brought and resolved exclusively in
accordance with Exhibit D (it being understood that, for the avoidance of doubt and
without limiting any portion of Section 6.10(b): (i) at the option of Purchaser, any claim
based upon intentional misrepresentation or fraud may be brought and resolved in
accordance with Section 6.10(b) rather than in accordance with Exhibit D; and (ii) nothing
in this Section 6.10(c) shall prevent Purchaser from seeking preliminary injunctive relief
from a court of competent jurisdiction).

6.11 Successors and Assigns. This Agreement shall be binding upon: (a) the Sellers and
their successors and assigns (if any); and (b) Purchaser and its successors and assigns (if
any). This Agreement shall inure to the benefit of: (i) the Sellers; (ii) Purchaser; and (iii) the
respective successors and assigns (if any) of the foregoing. After the Closing Date,
Purchaser may assign any or all of its rights under this Agreement, in whole or in part, to
any other Person with the prior written consent of the Sellers’ Agent (such consent not to
be unreasonably withheld or delayed).

6.12 Remedies Cumulative; Specific Performance. The rights and remedies of the parties
hereto shall be cumulative (and not alternative). The parties to this Agreement agree that,
in the event of any breach or threatened breach by any party to this Agreement of any
covenant, obligation or other provision set forth in this Agreement, for the benefit of any
other party to this Agreement: (a) such other party shall be entitled (in addition to any
other remedy that may be available to it) to: (i) a decree or order of specific performance
or mandamus to enforce the observance and performance of such covenant, obligation or
other provision; and (ii) an injunction restraining such breach or threatened breach; and
(b) such other party shall not be required to provide any bond or other security in
connection with any such decree, order or injunction or in connection with any related
action or Legal Proceeding.

6.13 Waiver. No failure on the part of any Person to exercise any power, right, privilege or
remedy under this Agreement, and no delay on the part of any Person in exercising any
power, right, privilege or remedy under this Agreement, shall operate as a waiver of such
power, right, privilege or remedy; and no single or partial exercise of any such power,
right, privilege or remedy shall preclude any other or further exercise thereof or of any
other power, right, privilege or remedy. No Person shall be deemed to have waived any
claim arising out of this Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly
set forth in a written instrument duly executed and delivered on behalf of such Person;
and any such waiver shall not be applicable or have any effect except in the specific
instance in which it is given.

6.14 Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives any and all
right to trial by jury in any Legal Proceeding arising out of or related to this Agreement or
the transactions contemplated hereby.

53

6.15 Amendments. This Agreement may not be amended, modified, altered or

supplemented other than by means of a written instrument duly executed and delivered:
(a) prior to the Closing Date, on behalf of all parties hereto; and (b) after the Closing Date,
on behalf of Purchaser and the Sellers’ Agent (acting exclusively for and on behalf of all of
the Sellers).

6.16 Severability. In the event that any provision of this Agreement, or the application of
any such provision to any Person or set of circumstances, shall be determined to be
invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement,
and the application of such provision to Persons or circumstances other than those as to
which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired
or otherwise affected and shall continue to be valid and enforceable to the fullest extent
permitted by law.

6.17 Parties in Interest. Except for the provisions of Section 5, none of the provisions of
this Agreement is intended to provide any rights or remedies to any Person other than the
parties hereto and their respective successors and assigns (if any).

6.18 Entire Agreement. This Agreement and the other agreements referred to herein set
forth the entire understanding of the parties hereto relating to the subject matter hereof
and thereof and supersede all prior agreements and understandings among or between
any of the parties relating to the subject matter hereof and thereof; provided, however,
that the Confidentiality Agreement shall not be superseded by this Agreement and shall
remain in effect in accordance with its terms until the earlier of: (a) the Closing Date; or
(b) the date on which such Confidentiality Agreement is terminated in accordance with its
terms.

6.19 Disclosure Schedule. The Disclosure Schedule shall be arranged in separate parts
corresponding to the numbered and lettered sections contained herein permitting such
disclosure, and the information disclosed in any numbered or lettered part shall be
deemed to relate to and to qualify only the particular representation or warranty set forth
in the corresponding numbered or lettered section herein permitting such disclosure;
provided, however, that any information disclosed in the Disclosure Schedule shall be
deemed disclosed and incorporated into any other section of the Disclosure Schedule to
the extent that it is readily apparent from a plain reading of the disclosure that such
disclosure is applicable to such other sections.

6.20 Release. Each Seller hereby irrevocably, unconditionally and completely releases,
acquits and forever discharges Purchaser and the Acquired Companies (and the parents,
successors and past, present and future assigns, directors, officers, agents, attorneys and
representatives of the foregoing respective entities) from any past, present and future
disputes, claims, controversies, demands, rights, obligations, liabilities, actions and causes
of action of every kind and nature involving, or that may be asserted by, the undersigned
in the undersigned’s capacity as holder of shares of Company Capital Stock or with
respect to any other relationship between such Seller and the Acquired Companies (it
being understood that this Section 6.20 does not impact any right any Seller may have:
(a) under this Agreement or any other agreement, instrument or document delivered in
connection with this Agreement; or (b) with respect to wages, bonuses and other
employment compensation owed to any Seller who is an employee of an Acquired
Company to the extent that such wages, bonuses and/or other employment compensation
is owed by such Acquired Company in the ordinary course of business consistent with past
practice).

6.21 Public Announcements; Confidentiality. From and after the date of this Agreement,
each Seller hereby covenants with and undertakes to Purchaser that such Seller shall not
issue any press release or make any public statement regarding (or otherwise disclose to
any Person the existence or terms of) this Agreement or any of the other transactions or
documents contemplated by this
54

Agreement, without Purchaser’s prior written consent; provided, however, that: (a) any
Seller may make any disclosure to the extent required by any Legal Requirement as long
as such Seller provides Purchaser with written notice of such Legal Requirement and, to
the extent practicable, permits Purchaser to seek a protective order or similar form of
protection prior to the disclosure by the Seller of such information; (b) any Seller may
make any disclosure to the extent consistent with (and not more expansive in any material
respect than) prior public disclosures by Purchaser; and (c) Purchaser and the Sellers’
Agent shall mutually agree upon the contents of a press release the publication of which
shall be the first public announcement of the execution of this Agreement. Each Seller
shall ensure that neither such Seller nor any of such Seller’s Representatives will make use
of any of the Confidential Information except if such use is made for the benefit of the
Acquired Companies or disclose any of the Confidential Information to any other Person;
provided, however, that any Seller may disclose Confidential Information to the extent
required by any Legal Requirement as long as such Seller provides Purchaser with written
notice of such Legal Requirement and, to the extent practicable, permits Purchaser to
seek a protective order or similar form of protection prior to the disclosure by the Seller of
such information.

6.22 Cash Cancel Sellers. Each Cash Cancel Seller agrees that such Cash Cancel Seller
shall be treated as a “Seller” for all purposes of this Agreement, other than for purposes
of Sections 1.1, 1.2, 1.3(b)(i), 1.3(b)(ii), 1.3(c)(vi), 1.5, 1.6(b), 2.2(a) (but only with respect
to the representations and warranties contained in the parentheses of Section 2.2(a)) and
2.5.

6.23 Construction.

(a) Gender; Etc. For purposes of this Agreement, whenever the context requires: the
singular number shall include the plural, and vice versa; the masculine gender shall
include the feminine and neuter genders; the feminine gender shall include the masculine
and neuter genders; and the neuter gender shall include the masculine and feminine
genders.

(b) Ambiguities. The parties hereto agree that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be applied in the
construction or interpretation of this Agreement.

(c) Including. As used in this Agreement, the words “include” and “including,” and
variations thereof, shall not be deemed to be terms of limitation, but rather shall be
deemed to be followed by the words “without limitation.”

(d) References. Except as otherwise indicated, all references in this Agreement to

“Sections,” “Schedules” and “Exhibits” are intended to refer to Sections of this Agreement
and Schedules and Exhibits to this Agreement.

(e) Exchange Rate. Any amount in respect of a claim under Section 5 (including for
purposes of the baskets and liability caps contained therein) shall be converted from the
applicable currency to USD using the USD exchange rate as published in the Wall Street
Journal East Coast Edition on the day immediately prior to the date on which the related
claim is resolved (through mutual agreement, arbitration or otherwise).

[Remainder of page intentionally left blank]

55

IN WITNESS whereof the parties hereto have caused this Agreement to be executed and
delivered as of the date first written above.

PURCHASER:
RIVERBED TECHNOLOGY LIMITED,

a private limited company formed under the laws of England

By: /s/ Jerry M. Kennelly
Name: Jerry M. Kennelly
Title: Director
By: /s/ Randy S. Gottfried
Name: Randy S. Gottfried
Title: Director
GUARANTOR:
RIVERBED TECHNOLOGY, INC.,

a Delaware corporation (as Guarantor):

By: /s/ Jerry M. Kennelly
Name: Jerry M. Kennelly
Title: Chief Executive Officer
SELLERS’ AGENT:
SCOTTISH EQUITY PARTNERS LLP
By: /s/ Andrew Buchan
Name: Andrew Buchan
Title: General Counsel

[Signature pages of Sellers and Cash Cancel Sellers intentionally omitted]

[Remainder of page intentionally left blank]

SHARE PURCHASE AGREEMENT SIGNATURE PAGE

EXHIBIT A

CERTAIN DEFINITIONS

For purposes of the Agreement (including this Exhibit A):

Accounting Period. “Accounting Period” shall mean any period by reference to which any
income, profits or gains, or any other amounts relevant for the purposes of Tax, are
measured or determined.
Acquired Companies. “Acquired Companies” shall mean: (a) the Company; (b) each
Subsidiary of the Company; and (c) each corporation or other Entity that has been merged
into or that otherwise is a predecessor to any of the Entities identified in clauses “(a)” and
“(b)” above.

Acquired Company Contract. “Acquired Company Contract” shall mean any Contract:
(a) to which any Acquired Company is a party; (b) by which any Acquired Company or any
of its assets is or may become bound or under which any Acquired Company has, or may
become subject to, any obligation; or (c) under which any Acquired Company has or may
acquire any right or interest.

Acquired Company Database. “Acquired Company Database” shall have the meaning set
forth in Section 3.10(o) of the Agreement.

Acquired Company Employee. “Acquired Company Employee” shall mean any current or
former employee, director or independent contractor or director of any Acquired
Company.

Acquired Company Employee Agreement. “Acquired Company Employee Agreement”

shall mean each management, employment, severance, consulting, relocation,
repatriation or expatriation agreement or other Contract between any Acquired Company
and any Acquired Company Employee.

Acquired Company Employee Plan. “Acquired Company Employee Plan” shall mean any
plan, scheme, program, policy, practice, Contract or other arrangement providing for
compensation, severance, termination pay, deferred compensation, performance awards,
profit-sharing, stock or stock-related awards, fringe benefits or other employee benefits or
remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded,
that is or has been maintained, contributed to, or required to be contributed to, by any
Acquired Company for the benefit of any Acquired Company Employee, or with respect to
which any Acquired Company has or may have any liability or obligation, excluding any
Acquired Company Employee Agreement.

Acquired Company Employee Representative Body. “Acquired Company Employee

Representative Body” shall have the meaning set forth in Section 3.16(a).

Acquired Company IP. “Acquired Company IP” shall mean all Intellectual Property and
Intellectual Property Rights in which any Acquired Company has (or purports to have) an
ownership interest or an exclusive license or similar exclusive right.

Acquired Company IP Contract. “Acquired Company IP Contract” shall mean any Contract
to which any of the Acquired Companies is or was a party or by which any Acquired
Company is or was bound, that contains any assignment or license of, or any covenant not
to assert or enforce, any Intellectual Property Right or that otherwise relates to any
Acquired Company IP or any Intellectual Property developed by, with or for any of the
Acquired Companies.

A-1

Acquired Company Privacy Policy. “Acquired Company Privacy Policy” shall mean each
external or internal, past or present privacy policy of any Acquired Company, including
any policy relating to: (a) the privacy of users of any Acquired Company Website; (b) the
collection, storage, disclosure, and transfer of any User Data or Personal Data; and (c) any
employee Personal Data.

Acquired Company Software. “Acquired Company Software” shall mean any software
(including firmware and other software embedded in hardware devices) owned,
developed (or currently being developed), used to provide services to customers or to
develop, test or support the Acquired Companies’ products, distributed, licensed or sold by
any Acquired Company.

Acquired Company Tax Returns. “Acquired Company Tax Returns” shall have the meaning
set forth in Section 3.15(c).

Acquired Company Transaction Expenses. “Acquired Company Transaction Expenses” shall

mean, to the extent that they remain outstanding at Closing, all fees, costs, expenses,
payments, expenditures or Liabilities of the Acquired Companies (including those
described in Section 6.4 of the Agreement), whether or not invoiced prior to the Closing,
that relate to the Agreement or any of the transactions contemplated by the Agreement,
including any fees, costs or expenses payable to the Company’s outside legal counsel or to
any financial advisor, accountant or other Person who performed services for or on behalf
of any Acquired Company, or who is otherwise entitled to any compensation from any
Acquired Company, in connection with the Agreement or any of the transactions
contemplated by the Agreement, together with any associated VAT or other Taxes.

Acquired Company Website. “Acquired Company Website” shall mean any public or private
website owned, maintained or operated at any time by or on behalf of any Acquired
Company.

Acquisition Transaction. “Acquisition Transaction” shall mean any transaction or series of

transactions involving:

(a) the sale, license or disposition of all or a material portion of any Acquired Company’s
business or assets;

(b) the issuance, disposition or acquisition of: (i) any capital stock, membership interest or
other equity security of any Acquired Company; (ii) any option, call, warrant or right
(whether or not immediately exercisable) to acquire any capital stock, membership
interest, unit or other equity security of any Acquired Company; or (iii) any security,
instrument or obligation that is or may become convertible into or exchangeable for any
capital stock, unit or other equity security of any Acquired Company; or

(c) any merger, consolidation, business combination, reorganization or similar transaction

involving any Acquired Company.

Actual Net Working Capital Amount. “Actual Net Working Capital Amount” shall have the
meaning set forth in Section 1.5.

Affiliate. “Affiliate” of a specified Person shall mean a Person that as of the date of this
Agreement or as of any subsequent date, directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, the Person
specified.
Aggregate Earn-Out Consideration. “Aggregate Earn-Out Consideration” shall have the
meaning set forth in Section 1.6(a).

A-2

Agreement. “Agreement” shall mean the Share Purchase Agreement to which this Exhibit
A is attached (including the Disclosure Schedule), as it may be amended from time to
time.

Allowance. “Allowance” shall have the meaning set forth in Section 1.5.

Amount Claimed. “Amount Claimed” shall have the meaning set forth in Section 5.9.

Arma Earn-Out Fee. “Arma Earn-Out Fee” shall mean the amount obtained by multiplying
the Aggregate Earn-Out Consideration Payment (assuming for purposes of this definition
that the maximum amount of the Aggregate Earn-Out Consideration Payment is the
amount set forth on Schedule Arma I rather than the amount set forth on Schedule Arma
II) by .04.

Available Recourse Funds. “Available Recourse Funds” shall have the meaning set forth in
Section 5.9.

Black Duck Report. “Black Duck Report” shall have the meaning set forth in
Section 3.10(m) of the Agreement.

Cash Cancel Sellers. “Cash Cancel Sellers” shall mean those Persons who prior to the
Closing held Company Options and executed and delivered to Purchaser Company Option
Cancellation Agreements with respect to such Company Options, each as identified on
Schedule 1.2B.

Certified Expense Amount. “Certified Expense Amount” shall have the meaning set forth in
Section 1.3(b)(iv).

Charter Documents. “Charter Documents” shall have the meaning set forth in Section 3.2.

Closing. “Closing” shall have the meaning set forth in Section 1.3(a).

Closing Consideration Certificate. “Closing Consideration Certificate” shall have the

meaning set forth in Section 1.3(b)(iv).

Closing Date. “Closing Date” shall have the meaning set forth in Section 1.3(a).

Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.

Company A Ordinary Shares. “Company A Ordinary Shares” shall mean the A ordinary
shares of the Company, par value £0.01 per share.

Company Capital Stock. “Company Capital Stock” shall mean the Company Ordinary
Shares, the Company A Ordinary Shares and the Company Deferred Shares.

Company Deferred Shares. “Company Deferred Shares” shall mean the deferred shares
of the Company, par value £0.01 per share.
Company Financial Statements. “Company Financial Statements” shall have the meaning
set forth in Section 3.4(a).

A-3

Company Option. “Company Option” shall mean each option to purchase Company
Ordinary Shares (or exercisable for cash) outstanding under the Scheme or otherwise.

Company Option Cancellation Agreements. “Company Option Cancellation Agreements”

shall have the meaning set forth in Section 1.3(b)(xii).

Company Ordinary Shares. “Company Ordinary Shares” shall mean the ordinary shares of
the Company, par value £0.01 per share.

Company Warrant. “Company Warrant” shall mean each warrant to purchase shares of
Company Capital Stock (or exercisable for cash).

Confidential Information. “Confidential Information” shall mean any information (including

any technology, trade secrets, patent application, test result, research study, business
plan, budget, forecast or projection) relating to any of the Acquired Companies; provided,
however, that Confidential Information shall not include: (a) any information that is or
becomes generally available to the public other than as a result of the disclosure of any of
such information by any Seller or by any Representative of any Seller; (b) any information
that becomes available to a Seller after the Closing on a non-confidential basis from a
source other than Purchaser or any of Purchaser’s affiliates or Representatives, provided
that such source is not known to such Seller to be bound by any contractual or other
obligation of confidentiality to Purchaser or to any other Person with respect to any of
such information; or (c) any information that is independently developed by such Seller
without use or reference to any of the foregoing information.

Confidentiality Agreement. “Confidentiality Agreement” shall mean that certain Mutual

Non-Disclosure Agreement dated January 25, 2011 between Purchaser and the Company.

Consent. “Consent” shall mean any approval, clearance, consent, ratification, permission,
waiver or authorization (including any Governmental Authorization).

Contaminant. “Contaminant” includes any material, substance, chemical, gas, liquid,

waste, effluent, pollutant or contaminant which, whether on its own or admixed with
another, is identified or defined in or regulated by or pursuant to any Environmental Laws
or which upon release into the Environment presents a danger to the Environment or to
the health or safety or welfare of any Person.

Contract. “Contract” shall mean any written, oral or other agreement, contract,
subcontract, lease, understanding, arrangement, instrument, note, warranty, insurance
policy, benefit plan or legally binding commitment or undertaking of any nature.

CTA 2009. “CTA 2009” shall have the meaning set forth in Section 3.15(u).

CTA 2010. “CTA 2010” shall have the meaning set forth in Section 3.15(u).
Damages. “Damages” shall include any loss, damage, injury, decline in value, lost
opportunity, Liability, claim, demand, settlement, judgment, award, fine, penalty, Tax, fee
(including reasonable and documented attorneys’ fees), charge, cost (including
reasonable costs of investigation) or expense of any nature; provided, however that
Damages shall be net of any insurance proceeds actually recovered by Purchaser from
insurance policies acquired by an Acquired Company prior to the Closing (it being
understood that: (a) Purchaser shall have no obligation to seek recovery of any insurance
proceeds; and (b) the costs of seeking any such recovery, including any premium
increases, shall be an offset to the reduction for insurance recoveries).

A-4

Data Room. “Data Room” shall mean the virtual data room prepared by the Company in
connection with the transactions contemplated by this Agreement and maintained at
https://mofo.projectfusion.com/.

Designated Representations. “Designated Representations” shall mean the

representations and warranties contained in: Section 3.3(e); Section 3.3(f); Section 3.7(a)
(B); Section 3.10(n); Section 3.11(c); Section 3.12; the second sentence of Section 3.16(i);
Section 3.16(k); Section 3.17; Section 3.22(d) (to the extent that they are qualified by the
first use of the word “material” in Section 3.22(d)); and Section 3.22(e).

Designated Sellers. “Designated Sellers” shall mean James Darragh, Charles Hobley and
David Day.

Disclosure Schedule. “Disclosure Schedule” shall mean the schedule (dated as of the date
of the Agreement) delivered to Purchaser on behalf of the Company and prepared in
accordance with Section 6.19 of the Agreement.

Earn-Out Consideration. “Earn-Out Consideration” shall have the meaning set forth in
Section 1.6(a).

Earn-Out Consideration Fees. “Earn-Out Consideration Fees” shall have the meaning set
forth in Section 1.6(e).

Encumbrance. “Encumbrance” shall mean any lien, pledge, hypothecation, charge,

mortgage, or other form of security interest or arrangement and any agreement to
create (or any facts or circumstances that would result in) any of the foregoing.

Entity. “Entity” shall mean any corporation (including any non-profit corporation), general
partnership, limited partnership, limited liability partnership, joint venture, estate, trust,
company (including any limited liability company or joint stock company), firm or other
enterprise, association, organization or entity.

Environment. “Environment” includes: (a) any and all buildings, structures, fixtures,
fittings, appurtenances, pipes, conduits, valves, tanks, vessels and containers whether
above or below ground level; and (b) ambient air, land surface, sub-surface strata, soil,
surface water, ground water, river sediment, marshes, wet lands, flora and fauna.

Environmental Law. “Environmental Law” shall mean: (a) the common law; and (b) all
Legal Requirements, by-laws, orders, instruments, directives, decisions, injunctions and
judgments of any government, local government, international, supranational, executive,
administrative, judicial or regulatory authority or agency and all approved codes of
practice (whether voluntary or compulsory) relating to the protection of the Environment
or of human health or safety or welfare or to the manufacture, formulation, processing,
treatment, storage, containment, labeling, handling, transportation, distribution, recycling,
reuse, release, disposal, removal, remediation, abatement or clean-up of any
Contaminant and any amendment thereto and any and all regulations, orders and notices
made or served thereunder or pursuant thereto).

Environmental Licenses. “Environmental License” shall mean any Consent or

Governmental Authorization required by or pursuant to any applicable Environmental
Laws.

A-5

Environmental Release. “Environmental Release” shall mean the spilling, leaking, pumping,
pouring, emitting, releasing, emptying, discharging, injecting, escaping, leaching,
dumping, leaving, discarding or disposing of any Contaminant into or upon the
Environment.

Escrow Agent. “Escrow Agent” shall mean J.P. Morgan Chase Bank, N.A., London Branch.

Escrow Agreement. “Escrow Agreement” shall mean the escrow agreement to be entered
into among Purchaser, the Sellers’ Agent and the Escrow Agent on the Closing Date,
substantially in the form previously agreed to by Purchaser and the Sellers.

Exercise Price. “Exercise Price” shall mean $1,424,310.84 (representing £882,800.82

converted from £ to USD using the USD exchange rate as published in the Wall Street
Journal East Coast Edition on July 15, 2011) being the aggregate of the amounts set forth
opposite certain Sellers’ names on Schedule 1.2A, being the total exercise price payable
by each of those Sellers to exercise their Company Options and Company Warrants and
which shall be payable by Purchaser to the Company on behalf of the relevant Seller out
of the Gross Purchase Price receivable by the relevant Seller.

Excess One Year Bookings. “Excess One Year Bookings” shall have the meaning set forth
in Section 1.6(a).

Final Objection Notice. “Final Objection Notice” shall have the meaning set forth in
Section 1.6(e).

Final Release Date. “Final Release Date” shall have the meaning set forth in Section
5.12(b).

General Escrow Account. “General Escrow Account” shall have the meaning set forth in
Section 1.2(b)(i).

General Escrow Amount. “General Escrow Amount” shall have the meaning set forth in
Section 1.2(b)(i).

Governmental Authorization. “Governmental Authorization” shall mean any: (a) permit,

license, certificate, franchise, permission, clearance, registration, qualification or
authorization issued, granted, given or otherwise made available by or under the authority
of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any
Contract with any Governmental Body.

Governmental Body. “Governmental Body” shall mean any: (a) nation, state,
commonwealth, province, territory, county, municipality, district or other jurisdiction of
any nature; (b) federal, state, local, municipal, foreign or other government; or
(c) governmental or quasi-governmental authority of any nature (including any
governmental division, department, agency, commission, instrumentality, official,
organization, unit, body or Entity and any court or other tribunal).

Grant Date. “Grant Date” shall have the meaning set forth in Section 3.3(b).

HMRC. “HMRC” shall have the meaning set forth in Section 3.15(i).

ICTA. “ICTA” shall have the meaning set forth in Section 3.15(b).

IHTA. “IHTA” shall have the meaning set forth in Section 3.15(y).

A-6

Indebtedness. “Indebtedness” shall mean without duplication: (a) all obligations (including
the principal amount thereof or, if applicable, the accreted amount thereof and the
amount of accrued and unpaid interest thereon) of the Acquired Companies, whether or
not represented by bonds, debentures, notes or other securities (whether or not
convertible into any other security), for the repayment of money borrowed, whether
owing to banks or other financial institutions, on equipment leases or otherwise; (b) all
deferred indebtedness of the Acquired Companies for the payment of the purchase price
of property or assets purchased (other than accounts payable incurred in the ordinary
course of business); (c) all obligations of the Acquired Companies to pay rent or other
amounts under a lease which is required to be classified as a financial lease on the face of
a balance sheet prepared in accordance with United Kingdom GAAP (applied on a basis
consistent with the basis on which the Company Financial Statements were prepared);
(d) all outstanding reimbursement obligations of the Acquired Companies with respect to
payments made by third parties under letters of credit, bankers’ acceptances or similar
facilities issued for the account of the Acquired Companies; (e) all obligations of the
Acquired Companies under any interest rate swap agreement, forward rate agreement,
interest rate cap or collar agreement or other financial agreement or arrangement
entered into for the purpose of limiting or managing interest rate risks; (f) all guaranties,
endorsements, assumptions and other contingent obligations of the Acquired Companies
in respect of, or to purchase or to otherwise acquire, indebtedness of others; and (g) all
premiums, penalties, fees, expenses, breakage costs and change of control payments
required to be paid or offered in respect of any of the foregoing on prepayment, as a
result of the consummation of the transactions contemplated by the Agreement or in
connection with any lender Consent.

Initial Objection Notice. “Initial Objection Notice” shall have the meaning set forth in
Section 1.6(e).

Insurance Premium. “Insurance Premium” shall mean the amount set forth on Schedule
Insurance.
Intellectual Property. “Intellectual Property” shall mean sales methodologies and
processes, training protocols and similar methods and processes, algorithms, APIs,
apparatus, circuit designs and assemblies, gate arrays, net lists, test vectors, databases,
data collections, diagrams, formulae, inventions (whether or not patentable), know-how,
logos, marks (including brand names, product names, logos, and slogans), methods,
network configurations and architectures, processes, proprietary information, protocols,
schematics, specifications, software, software code (in any form, including source code
and executable or object code), subroutines, techniques, user interfaces, URLs, web sites,
works of authorship and other forms of technology (whether or not embodied in any
tangible form and including all available tangible embodiments of the foregoing, such as
instruction manuals, laboratory notebooks, prototypes, samples, studies and summaries).

Intellectual Property Rights. “Intellectual Property Rights” shall mean all rights of the
following types, which may exist or be created under the laws of any jurisdiction in the
world: (a) rights associated with works of authorship, including exclusive exploitation
rights, copyrights and moral rights; (b) trademark and trade name rights and similar
rights; (c) trade secret rights; (d) patent and industrial property rights; (e) rights in
databases; (f) other proprietary rights in Intellectual Property; and (g) rights in or relating
to registrations, renewals, extensions, combinations, divisions, and reissues of, and
applications for, any of the rights referred to in clauses “(a)” through “(f)” above.

ITEPA. “ITEPA” shall have the meaning set forth in Section 3.15(o).

Knowledge. An individual shall be deemed to have “Knowledge” of a particular fact or

other matter if such individual is actually aware of such fact or other matter.

A-7

Legal Proceeding. “Legal Proceeding” shall mean any action, suit, litigation, arbitration,
proceeding (including any civil, criminal, administrative, investigative or appellate
proceeding), hearing, inquiry, audit, examination or investigation commenced, brought,
conducted or heard by or before, or otherwise involving, any court or other Governmental
Body or any arbitrator or arbitration panel.

Legal Requirement. “Legal Requirement” shall mean any federal, state, local, municipal,
foreign or other law, statute, constitution, principle of common law, resolution, ordinance,
code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted,
promulgated, implemented or otherwise put into effect by or under the authority of any
Governmental Body.

Lender. “Lender” shall have the meaning set forth in Section 1.3(b)(ix).

Liability. “Liability” shall mean any debt, obligation, duty or liability of any nature (including
any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect,
conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless
of whether such debt, obligation, duty or liability would be required to be disclosed on a
balance sheet prepared in accordance with United Kingdom GAAP and regardless of
whether such debt, obligation, duty or liability is immediately due and payable.

Loan Notes. “Loan Notes” shall mean loan notes of Purchaser constituted by a loan note
instrument substantially in the form of Exhibit C.
Made Available. “Made Available,” with respect to any information, document or other
material, shall mean that such information, document or material was: (a) delivered to
Purchaser via electronic mail or in hard copy form at least 72 hours prior to the execution
of the Agreement; or (b) made available for review by Purchaser at least 72 hours prior to
the execution of the Agreement in the Data Room.

Material Adverse Effect. “Material Adverse Effect” shall mean any change, event, effect,
claim, circumstance or matter (each, an “Effect”) that (considered together with all other
Effects) is materially adverse to the business, condition, assets (taken as a whole),
capitalization, operations, results of operations, financial performance or prospects of the
Acquired Companies, taken as a whole; provided however, that: (i) an Effect that has been
cured in all respects shall not constitute a Material Adverse Effect; and (ii) in no event shall
any Effects resulting from any changes in laws (to the extent that such changes do not
have a disproportionate impact on the Acquired Companies) be deemed to constitute a
Material Adverse Effect.

Material Contracts. “Material Contracts” shall have the meaning set forth in
Section 3.11(a).

Net Working Capital Amount. “Net Working Capital Amount” shall mean the difference
(whether positive or negative) of: (a) the consolidated current assets of the Acquired
Companies as of the Closing; minus (b) the consolidated liabilities (current and long term)
of the Acquired Companies as of the Closing (including, for the avoidance of doubt,
liabilities relating to Taxes (including the employer portion of any national insurance
contributions not deducted from the purchase price pursuant to Schedule 1.2A or
Schedule 1.2B relating to any options that were exercised or cash cancelled in connection
with the Agreement) and 25% of deferred revenue), in each case as determined in
accordance with United Kingdom GAAP as of the Closing; provided, however, that,
whether or not the following is consistent with United Kingdom GAAP: (i) “current assets”
shall exclude: (A) any receivable from the Sellers or any Affiliate of any of the Sellers,
unless accrued in the ordinary course of business through the sale of Acquired Company
Products; (B) any Tax-related asset; (C) any Tax credit; and (D) any cash provided to the
Company by Purchaser or any Affiliate of Purchaser to enable the Company to pay
amounts due

A-8

under the Company Option Cancellation Agreements; (ii) “current assets” shall include an
amount equal to the aggregate exercise price of all outstanding Company Options and
Company Warrants exercised or cash cancelled in connection with the Closing (as such
aggregate exercise price is contemplated by Schedule 1.2A and Schedule 1.2B to the
Agreement) (it being understood that the exercise price of Company Options and
Company Warrants that lapse or are terminated in connection with the Closing without
being exercised or cash cancelled are not being so included); (iii) “current liabilities” shall
exclude: any obligation of the Company to make cash payments under Company Option
Cancellation Agreements; and (iv) “current liabilities” shall include (A) the Certified
Expense Amount; and (B) any earn-out or contingent consideration payable in connection
with the Company’s acquisition of certain of the assets of art of defence GmbH (it being
understood that for purposes of Section 1.5, £ shall be converted into USD using the £ to
USD exchange rate as published in the Wall Street Journal East Coast Edition on the
Closing Date).

Net Working Capital Shortfall. “Net Working Capital Shortfall” shall have the meaning set
forth in Section 1.5.

Noble Indebtedness. “Noble Indebtedness” shall have the meaning set forth in
Section 1.3(b)(ix).

Non-Party Shareholder. “Non-Party Shareholder” means the person named on Schedule

Non-Party Shareholder.

Non-Party Shares. “Non-Party Shares” means the 2,000 Company Ordinary Shares and
48,000 Company Deferred Shares held by the Non-Party Shareholder immediately prior to
the Closing.

off-balance sheet arrangement. “off-balance sheet arrangement” shall have the meaning
set forth in Section 3.5(c).

One Year Period. “One Year Period” shall have the meaning set forth in Section 1.6(a).

One Year Bookings. “One Year Bookings” shall have the meaning set forth in Section
1.6(a).

One Year Bookings Statement. “One Year Bookings Statement” shall have the meaning set
forth in Section 1.6(e).

Open Source Code. “Open Source Code” shall mean any software code that is distributed
as “free software” or “open source software” or is otherwise distributed publicly in source
code form under terms that permit modification and redistribution of such software. Open
Source Code includes software code that is licensed under the GNU General Public
License, GNU Lesser General Public License, Mozilla License, Common Public License,
Apache License, BSD License, Artistic License, or Sun Community Source License.

Option Tax. “Option Tax” shall mean $2,665,193.09, being the estimated aggregate of the
amounts set forth opposite certain of the Sellers’ names on Schedule 1.2A and Schedule
1.2B, being the estimated aggregate amount of the income tax and employee’s and
employer’s national insurance contributions which will arise in connection with or as a
result of the exercise or cash cancellation of the Company Options.

Participation Percentage. “Participation Percentage” shall mean the Participation

Percentage set forth opposite each Seller’s name on Schedule 1.2A or Schedule 1.2B, as
applicable.

A-9

Pension Scheme. “Pension Scheme” shall mean Standard Life Group Stakeholder Pension
Plan and the Skandia Group Personal Pension Plan.

Person. “Person” shall mean any individual, Entity or Governmental Body.

Personal Data. “Personal Data” shall mean any of the following kinds of data or
information that are in the possession of any Acquired Company, are used by Acquired
Company, or are collected by or on behalf of any Acquired Company from users of any
Acquired Company Website: a natural person’s name, street address, telephone number,
e-mail address, photograph, social security number, driver’s license number, passport
number, or customer or account number, or any other piece of information that allows
the identification of a natural person.

Possibly Uninsured Damages. “Possibly Uninsured Damages” shall have the meaning set
forth in Section 5.9.

Properties. “Properties” means the leasehold properties held or occupied by any Acquired
Company.

R&W Claims Advisor. “R&W Claims Advisor” shall mean Marsh Risk & Insurance Services
Inc.

R&W Insurance Amount. “R&W Insurance Amount” shall mean $16,500,000; provided,
however, that with respect to matters relating to Taxes, R&W Insurance Amount shall
mean $25,000,000.

R&W Insurance Policy. “R&W Insurance Policy” shall mean the following policy of
insurance: Representations and Warranties Insurance Policy issued by the R&W Insurer.

R&W Insurer. “R&W Insurer” shall mean The Pacific Insurance Company Limited.

Registered IP. “Registered IP” shall mean all Intellectual Property Rights that are
registered, filed or issued under the authority of, with or by any Governmental Body,
including all patents, registered copyrights, registered trademarks and all applications for
any of the foregoing.

Related Party. “Related Party” shall mean: (a) each individual who is, or who has at any
time since inception been, an officer or director of the Company; (b) each member of the
immediate family of each of the individuals referred to in clauses “(a),” above; and (c) any
trust or other Entity (other than the Company) in which any one of the Persons referred to
in clauses “(a)” and “(b)” above holds (or in which more than one of such Persons
collectively hold), beneficially or otherwise, a material voting, proprietary or equity
interest.

Release Amount. “Release Amount” shall have the meaning set forth in Section 5.12(c).

Remaining General Escrow Cash. “Remaining General Escrow Cash” shall have the
meaning set forth in Section 5.12(b).

Remaining Special Escrow Cash. “Remaining Special Escrow Cash” shall have the meaning
set forth in Section 5.12(a).

Representatives. “Representatives” shall mean officers, directors, employees, agents,

attorneys, accountants, advisors and representatives.

A-10
Scheme. “Scheme” shall mean the Zeus Technology Limited Share Option Scheme
adopted by resolution of the board or directors of the Company on January 17, 2006 and
the Zeus Technology Limited Unapproved Discretionary Share Option Scheme adopted by
resolution on December 24, 1999.

Sellers’ Agent. “Sellers’ Agent” shall have the meaning set forth in Section 6.1(a).

Sellers’ Solicitors. “Sellers’ Solicitors” shall mean Morrison & Foerster (UK) LLP of CityPoint,
One Ropemaker Street, London EC2Y 9AW.

Severance. “Severance” shall mean any contractual or enhanced redundancy payment or

other payment due on termination of employment whether contractual, discretionary or
due by custom and practice, including payments due under any benefit plan on
termination of employment but excluding any statutory payment.

Share Certificate. “Share Certificate” shall have the meaning set forth in Section 1.3(b)(i).

Shares. “Shares” shall have the meaning set forth in Recital A.

Special Escrow Account. “Special Escrow Account” shall have the meaning set forth in
Section 1.2(b)(ii).

Special Escrow Amount. “Special Escrow Amount” shall have the meaning set forth in
Section 1.2(b)(ii).

Specified Company Products. “Specified Company Products” shall have the meaning set
forth in Section 1.6(a)(vii).

Specified Period. “Specified Period” shall have the meaning set forth in Section 1.6(a)(v).

Specified Representations. “Specified Representations” shall mean the representations

and warranties set forth in Sections 2, 3.3, 3.10, 3.13 and 3.15 of the Agreement.

Subsidiary. An entity shall be deemed to be a “Subsidiary” of another Person if such Person

directly or indirectly owns or purports to own, beneficially or of record: (a) an amount of
voting securities of or other interests in such Entity that is sufficient to enable such Person
to elect at least a majority of the members of such Entity’s board of directors or other
governing body; or (b) at least 50% of the outstanding equity, voting, beneficial or
financial interests in such Entity.

Target Net Working Capital Amount. “Target Net Working Capital Amount” shall mean the
amount set forth on Schedule Target Net Working Capital Amount

Tax; Taxation. “Tax” and “Taxation” includes all forms of taxation, social security
contributions and statutory, governmental, supra-governmental, state, principal, local
government or municipal impositions, duties, contributions, customs and levies, whenever
and wherever imposed, and all fines, penalties, charges, surcharges, costs, expenses and
interest relating thereto and without limitation all employment taxes and any deductions
or withholdings of any sort regardless of whether any such taxes, impositions, duties,
contributions, charges and levies are chargeable directly or primarily against or
attributable directly or primarily to an Acquired Company, or any other person and of
whether any amount in respect of any of them is recoverable from any other person.
A-11

Tax Authority. “Tax Authority” shall mean any Governmental Body wherever in the world
having authority, competence or jurisdiction in relation to Tax.

Tax Covenant. “Tax Covenant” shall mean the Tax Covenant forming Exhibit B of the
Agreement.

Tax Relief. “Tax Relief” shall mean any repayment or right to repayment of Tax and
(without limitation) any other relief, set off, loss, allowance, deduction, credit, debit,
expense, charge or exemption in respect of any Tax and/or which may be taken into
account in computing, reducing or eliminating any Tax or against profits, income or gains
of any, or any particular, description or from any, or any particular, source for any Tax
purpose.

Tax Return. “Tax Return” shall mean any return (including any information return), report,
statement, declaration, estimate, schedule, notice, notification, form, election, certificate
or other document or information filed with or submitted to, or required to be filed with or
submitted to, any Governmental Body in connection with the determination, assessment,
collection or payment of any Tax or in connection with the administration, implementation
or enforcement of or compliance with any Legal Requirement relating to any Tax.

Termination Date. “Termination Date” shall have the meaning set forth in Section 5.1(a).

TUPE. “TUPE” shall mean Transfer of Undertakings (Protection of Employment)

Regulations 2006 as amended from time to time (or any relevant domestic legislation
implementing or having the effect of implementing the provisions of the European
Community Directive 2001/23/EC (which consolidates Directive 77/187/EC as amended by
Directive 98/50/EC).

United Kingdom GAAP. “United Kingdom GAAP” shall mean generally accepted accounting
principles in the United Kingdom, consistently applied.

United States person. “United States person” shall have the meaning specified in Code
section 7701(a)(30).

User Data. “User Data” shall mean any Personal Data or other data or information
collected by or on behalf of any Acquired Company from users of any Acquired Company
Website.

Zeus Inc. “Zeus Inc.” shall have the meaning set forth in Section 1.3(b)(ix).

A-12

EXHIBIT B

TAX COVENANT
1. DEFINITIONS AND CONSTRUCTION

Save where expressly defined in this Exhibit B, words and expressions defined for the
1.1
purposes of the Agreement shall have the same meaning in this Exhibit B.

1.2 In this Exhibit B:

Accounting Period means any period by reference to which any income, profits or gains,
or any other amounts relevant for the purposes of Tax, are measured or determined.

Event means any transaction, act, event, omission or change in circumstance of whatever
nature and (without limitation) includes any change in the residence of any Person for the
purposes of any Tax, the discontinuance of any trade, the entry into or execution of the
Agreement, Closing, the expiry of a period of time, any Acquired Company becoming or
ceasing to be associated with any Person for any Tax purpose or ceasing to be or
becoming resident in any country for any Tax purpose, the liquidation of any Person, the
death of any Person and any transaction, act, event, omission or change of circumstance
of whatever nature which is deemed to have occurred for the purposes of any Tax.

Pre-Closing Tax Affairs means the Tax affairs of an Acquired Company for which Purchaser
is responsible under clause 7.1.

Purchaser’s Group means Purchaser, any holding company of Purchaser and all
subsidiaries of Purchaser or that holding company (excluding the Acquired Companies),
from time to time.

Purchaser’s Relief means any Relief which:

(a) has been taken into account in computing the Net Working Capital Amount.

is not available before Closing but arises to any Acquired Company in respect of any
(b) Event occurring or period commencing after Closing or in consequence of any
expenditure incurred or losses arising after Closing.

Relief includes any repayment or right to repayment of Tax and (without limitation) any
other relief, set off, loss, allowance, deduction, credit, debit, expense, charge or
exemption in respect of any Tax and/or which may be taken into account in computing,
reducing or eliminating any Tax or against profits, income or gains of any, or any
particular, description or from any, or any particular, source for any Tax purpose.

Tax Claim includes any notice, demand, assessment, claim, counterclaim, return,
determination, letter or other document or communication issued or any action taken by
or on behalf of any Tax Authority or any Acquired Company from which it appears that a
Tax Liability will or may be imposed on or suffered by any Acquired Company.
Tax Documents means the Tax Returns, claims, elections, correspondence and other
documents which Purchaser is required to prepare on behalf of any Acquired Company
under clause 7.1(a), (b) and (c).

Tax Liability means:

any Liability or increase in a Liability to make an actual payment of or in respect of

(a)
Tax;

B-1

the loss or reduction of any Relief or the setting-off against income, profits or gains of
any Relief (in circumstances where, but for that setting-off, Purchaser would have
(b)
been able to make a claim against the Sellers under this Exhibit B) which in either
case falls within paragraph (a) of the definition of Purchaser’s Relief;

the loss or reduction of a right to repayment of Tax or the setting-off against any Tax
(c) Liability of any right to repayment of Tax which has been treated as an asset of any
Acquired Company in the calculation of the Net Working Capital Amount;

the setting-off against income, profits or gains earned, accrued or received on or

before Closing or against any Tax chargeable in respect of an Event occurring on or
(d) before Closing of any Relief falling within paragraph (b) of the definition of
Purchaser’s Relief in circumstances where, but for that setting-off, Purchaser would
have been able to make a claim against the Sellers under this Exhibit B;

and in any case to which paragraph (b), (c) or (d) applies the amount of the Tax Liability
shall be:

in any case falling within paragraph (b), the amount of the reduction in the Relief, the
amount of the Relief so lost or the amount of the Relief so set-off, as the case may be,
unless the Relief is a deduction from or offset against gross income, profits or gains, in
(i) which case the amount of Tax Liability shall be the amount of the Tax which would (on
the basis of the Tax rates at which the Relief was taken into account in the calculation
of the Net Working Capital Amount have been saved as a result of the Relief but for
the loss, reduction or set-off;

in any case falling within paragraph (c), the amount of the repayment which would
(ii)
have been obtained but for the loss or set-off or the amount of the reduction;
 in any case falling within paragraph (d), the amount of the Tax that would otherwise
(iii)
have been payable but for the setting off.

Tax Warranties means the representations and warranties contained in Section 3.15 of the
Agreement or otherwise relating to Taxes.

Time Limit means the latest date on which a Tax Document can be executed or delivered
to the relevant Tax Authority without either incurring a Liability to pay interest or a penalty
or rendering the Tax Document ineffective.

References in this Exhibit B to “income, profits or gains” include references to income,

profits or gains (including capital gains) of any description and from any source and
1.3 references to income, profits or gains earned, accrued or received, shall unless
otherwise specified, include a reference to income, profits or gains deemed to have
been earned, accrued or received for Tax purposes.

References in this Exhibit B to “income, profits or gains” being “earned, accrued or

received” on or before a particular date or in respect of a particular period shall
1.4 include a reference to income, profits or gains which are deemed to have been
earned, accrued or received before that date or in respect of that period for Tax
purposes.

References in this Exhibit B to any costs and expenses incurred by Purchaser or by

1.5 any Acquired Company shall include a reference to a reasonable charge for any time
spent by a director or employee of Purchaser or any Acquired Company.

For the purposes of determining whether a Tax Liability or a Relief arises in respect of,
by reference to or in consequence of an Event which occurred on or before Closing
1.6
(or after Closing as the case may be) or any income, profits or gains earned, accrued
or received on or before Closing (or after

B-2

Closing as the case may be), an Accounting Period shall be treated as ending at the end
of the day on which Closing occurs. An Event also includes the result of a series or
combined result of two or more Events, the first of which was an Event occurring on or
before Closing or the commencement of which shall have occurred on or before Closing.
2. COVENANT TO PAY

Each of the Sellers hereby severally and pro rata (based upon such Seller’s Participation
Percentage) covenants with Purchaser to pay to Purchaser, or if so directed by Purchaser
to an Acquired Company on behalf of Purchaser, by way of adjustment to the
consideration payable under the Agreement for the Shares):

an amount equal to any Tax Liability of an Acquired Company arising in respect of, by
(a)
reference to or in consequence of:

(i) any income, profits or gains earned, accrued or received on or before Closing;

any Event which occurred on or before Closing or is deemed for any Tax purposes to
(ii)
have occurred on or before Closing;

a relationship of any Acquired Company which existed at any time before Closing
(iii) with any Person other than a company which is a member of Purchaser’s Group,
whensoever arising;

(b) an amount equal to any inheritance tax Liability which:

is at Closing a charge on, or gives rise to a power to sell, mortgage or charge, any of
(i)
the shares or assets of any Acquired Company; or

after Closing becomes a charge on, or gives rise to a power to sell, mortgage or
charge, any of the shares or assets of any Acquired Company, being an actual
Liability to inheritance tax arising as a result of the death of any Person within six
years after a transfer of value (or a deemed transfer of value) if a charge on or
(ii) power to sell, mortgage or charge any such shares or assets would, if the death had
occurred immediately before Closing and the inheritance tax payable as a result
thereof had not been paid, have existed at Closing and which is discharged by
enforcement of such a charge or by exercise of such a power of sale, mortgage or
charge;

(c) an amount equal to any Liability of any Acquired Company which arises at any time
 to account for income tax or national insurance contributions in respect of the grant,
exercise, surrender, exchange or other disposal of an option or other right to acquire
securities or in respect of any acquisition, holding, variation or disposal of
employment-related securities (as defined for the purposes of Part 7 ITEPA) where
the acquisition of the security or the grant of the option or other right to acquire the
security occurred on or before Closing;

an amount equal to any Liability of any Acquired Company, or Purchaser’s Group to

account to HMRC for any amount of, or representing, United Kingdom income tax or
(d)
national insurance contributions which may arise in respect of or in connection with
the Earn-Out Consideration or the Loan Notes; and

all costs and expenses properly incurred by Purchaser, its Affiliates or an Acquired
(e)
Company in connection with a successful claim under this Exhibit B.

B-3

3. EXCLUSIONS AND LIMITATIONS

The Sellers shall not be liable under clause 2 in respect of any Tax Liability to the
3.1
extent that:

provision or reserve in respect of that Tax Liability has been made in calculating the
(a)
Net Working Capital Amount;

the Tax Liability was paid or discharged before Closing and the payment or discharge
(b)
was reflected in the calculation of the Net Working Capital Amount;

the amount for income tax or national insurance contributions in respect of the
(c) grant, licence, surrender, exchange or other disposal of an option is paid by the
relevant individual who held the option;

such Tax Liability arises or is increased as a result of a change in Legal Requirements

(d) after Closing, or a change or withdrawal after Closing of any previously published
practice or concession of general application;
 such Tax Liability arises or is increased directly in consequence of any failure by the
(e)
Purchaser to comply with any of its obligations under this Exhibit B;

the Tax Liability arises or is increased as a result of the making of an election under
(f) Code section 338(g) (or any comparable provision of the United States state or local
law); or

the Tax Liability arises or is increased as a result of the making of any United States
(g) entity classification tax election on Inland Revenue Service Form 8832, or any
successor or other form prescribed by the Internal Revenue Service.

The Sellers shall not be liable under clause 2(a) in respect of any Tax Liability to the
3.2
extent that:

the Tax Liability would not have arisen but for any voluntary transaction or action
carried out or effected by Purchaser or any Acquired Company after Closing which
(a) was outside the ordinary course of business of such Acquired Company or Purchaser,
save that this limitation shall not apply where the voluntary transaction or action was
carried out or effected by Purchaser or an Acquired Company:

pursuant to an obligation of any Acquired Company created on or before Closing or

(i)
an obligation of Purchaser under the Agreement;

(ii) with the approval of or at the request of the Sellers; or

pursuant to an obligation imposed on an Acquired Company by any Legal

(iii)
Requirement or directive or the published practice of any Tax Authority.

such Tax Liability would not have arisen but for the winding-up of, or the cessation of
(b) trade or business by, or a change in the nature or conduct of the trade or business of
any Acquired Company on or after Closing; or
 any Relief (other than a Purchaser’s Relief) is available, or is for no consideration
(c) made available, to the relevant Acquired Company to set against or otherwise
mitigate the Tax Liability;

Except in the case of intentional misrepresentation or fraud, the amount of payments

3.3 that the Sellers can be required to make to Purchaser pursuant to this Exhibit B shall
be limited by Section 5.3(d)(ii)(B) of the Agreement.

B-4

Except in the case of intentional misrepresentation or fraud, Purchaser shall not be

entitled to recover any amount under this Exhibit B under clause 2(a) or 2(c) unless
3.4
notice of the Tax Liability is given in writing by Purchaser to the Sellers pursuant to
clause 4 within seven years following Closing.

Purchaser shall not be entitled to recover any amount under clause 2, to the extent
3.5 recovery (less costs and expenses of recovery) in respect of the same amount has
been made by the Purchaser under the Tax Warranties.

4. NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES

If Purchaser or any Acquired Company becomes aware of any Tax Claim which could
give rise to a Liability for the Sellers under this Exhibit B or under the Tax Warranties,
Purchaser shall give notice to the Sellers’ Agent of the Tax Claim as soon as
4.1
reasonably practicable, or otherwise within ten business days, provided that the
failure of Purchaser to give the Sellers’ Agent written notice shall not excuse any of
the Sellers from their obligations under this Exhibit B.

If any of the Sellers become aware of any Tax Claim which could give rise to a Liability
for the Sellers under this Exhibit B or under the Tax Warranties for whatever reason,
the Sellers’ Agent shall notify Purchaser in writing within ten business days of having
4.2
become aware of such Tax Claim and Purchaser shall be deemed to have given the
Sellers’ Agent notice of the Tax Claim for the purposes of this clause 4 on receipt of
such notification.

4.3 Provided that the Sellers confirm to Purchaser in writing that they are liable to pay
amounts of any Liability, subject to Section 5.3(d)(ii)(B) of the Agreement, of any
 Acquired Company or any member of the Purchaser’s Group that may arise as a
result or outcome of such actions or proceedings, and any costs, subject to
Section 5.3(d)(ii)(B) of the Agreement, of any Acquired Company or a member of the
Purchaser’s Group in respect thereof, the Sellers’ Agent shall have the right to require
Purchaser to take such action or procure that an Acquired Company takes such action
as the Sellers’ Agent reasonably requests to dispute, negotiate, compromise, resist,
appeal or defend the Tax Claim provided that:

the Sellers’ Agent shall inform Purchaser in writing of the content of all discussions,
correspondence or other communication which it or any Seller is intending to have
with or submit to any Tax Authority at least 20 business days prior to the intended
(a) discussion or submission of the correspondence or other communication (in each
case the Intended Communication). Neither the Sellers’ Agent nor any of the Sellers
shall submit, make or have any Intended Communication without Purchaser’s prior
written consent (such consent not to be unreasonably withheld or delayed);

the Sellers’ Agent and the Sellers shall keep Purchaser fully and promptly informed of
(b) all matters relating to the Tax Claim (including providing copies of all
correspondence, notes of conversations and meetings and other documents);

the Sellers’ Agent shall obtain Purchaser’s prior written consent (such consent not to
(c) be unreasonably withheld or delayed) to the appointment of solicitors or other
professional advisers;

the Sellers’ Agent shall not settle or compromise a Tax Claim or agree any matter in
(d) the conduct of the Tax Claim without Purchaser’s prior written consent (such consent
not to be unreasonably withheld or delayed);

B-5

Purchaser shall not be obliged to procure that any Acquired Company makes or
defends any appeal before a tribunal, court or other body unless in the written
opinion of leading Tax counsel (Counsel) the appeal or defence would be reasonable
in all the circumstances having regard to the amounts involved, the likelihood of
(e)
success and any future Tax Liability or other Liability of any Acquired Company or any
member of the Purchaser’s Group. Counsel shall be chosen by Purchaser and shall
be instructed by Purchaser, who shall give the Sellers’ Agent an opportunity to
comment on the instructions in draft;
(f) Purchaser shall not be obliged to procure that any Acquired Company makes or
defends any appeal before the Court of Appeal or any superior tribunal;

Purchaser shall not be obliged to take or procure that any Acquired Company takes
(g)
any action if, in Purchaser’s reasonable opinion:

it would constitute fraudulent or negligent conduct on the part of Purchaser and/or

(i)
any Acquired Company or any member of Purchaser’s Group; or

it would be materially prejudicial to the reputation or business or financial interests of

(ii) Purchaser, any Acquired Company or any member of Purchaser’s Group or it is
contrary to the legal obligations of any of them; or

it would be materially prejudicial to the Tax affairs of Purchaser, any Acquired

(iii)
Company or any member of Purchaser’s Group;

the Tax Claim or Liability derives from, or arises out of, or is in connection with any
dishonest or fraudulent act or omission or willful default by or of the Sellers at any
(iv)
time or by or of any Acquired Company or by or of any Affiliate of the Sellers or of
any Acquired Company prior to Closing;

Purchaser shall not be obliged to take or procure that any Acquired Company takes
(h)
any action if:

(i) the Sellers are in breach of any of their obligations under this clause 4;

any of the Sellers are declared bankrupt or become the subject of bankruptcy
proceedings or become insolvent and corporate action, or other steps, are taken or
legal proceedings are started for the winding up, dissolution or administration or for
the appointment of a receiver, administrator, trustee or similar officer of any of the
(ii)
Sellers or any of their assets, or are unable to pay its debts as they fall due, starts
negotiations with a creditor with a view to the general readjustment or rescheduling
of its indebtedness or makes a general assignment for the benefit of, or a
composition with, its creditors; or
 it would require the Purchaser or any Acquired Company to take any action against
any Person who is at the time in question either an employee or director of any
(iii)
Acquired Company or a member of the Purchaser’s Group, or any company that is at
the time in question a member of the Purchaser’s Group;

No Acquired Company shall be required to appeal against any assessment or demand

for Tax where it is a requirement for such an appeal that the Tax be paid, unless
(j)
payment has first been made by the Sellers to Purchaser or the Acquired Company
(as directed by the Purchaser) of an amount equal to such Tax;

B-6

Neither Purchaser nor any Acquired Company shall be subject to any claim by or
Liability to the Sellers for non-compliance with any of the foregoing provisions of this
(k)
clause 4 if Purchaser or the Acquired Company has acted in good faith in accordance
with the instructions of the Sellers’ Agent;

Purchaser shall be free to satisfy or settle the Tax Liability which is the subject of the
(l)
Tax Claim on such terms as it thinks fit on the earliest of:

the fifteenth business day following service of a notice in relation to the Tax Claim
under clause 4.1 if Purchaser has not by that fifteenth business day received written
(i)
notice from the Sellers’ Agent stating that the Sellers’ Agent wishes to exercise its
rights under this clause 4.3; or

the date that the Sellers’ Agent informs Purchaser in writing that it does not wish
(ii) Purchaser or any Acquired Company to dispute, negotiate, compromise, resist,
appeal or defend the Tax Claim; and

the latest date on which any appeal can be made in respect of the Tax Claim if the
(iii) Sellers’ Agent has not, at least five business days before that date, informed
Purchaser that it wishes such an appeal to be made; and

(m) the Sellers shall first indemnify and secure Purchaser and each Acquired Company
to their satisfaction against all costs, expenses, losses (including any Tax Liability)
 and damages that may arise from the exercise by the Sellers’ Agent or any of the
Sellers of its rights under this clause 4.

5. DUE DATE FOR PAYMENT AND INTEREST

The date for payment (in cleared funds) of any amount which becomes due under
5.1
clause 2 shall be as follows:

where the Liability of the Sellers relates to a Liability of any Acquired Company to
(a)
make payment of or in respect of Tax, the later of:

five business days after the Sellers’ Agent receives a written demand from Purchaser;
(i)
and

five business days before the date on which the Tax is due and payable by an
(ii)
Acquired Company; and

where the Liability of the Sellers relates to the loss, setting off or reduction of any
(b)
Relief, the later of:

five business days after the Sellers’ Agent receives a written demand from Purchaser;
(i)
and

five business days before the date on which Tax would have become due and payable
(ii)
but for the loss, set-off or reduction; and

where the Liability of the Sellers relates to the loss or reduction of a right to
(c)
repayment of Tax, the later of:

five business days after the Sellers’ Agent receives a written demand from Purchaser;
(i)
and
B-7

five business days before the date on which the repayment of Tax would have been
(ii)
payable but for the loss or reduction of the right to repayment; and

where the Liability of the Sellers relates to an amount of inheritance tax within clause
(d) 2(b), five business days after the Sellers’ Agent receives a written demand from
Purchaser; and

where the Liability of the Sellers relates to Purchaser’s or any Acquired Company’s
(e)
costs and expenses, the later of:

five business days after the Sellers’ Agent receives a written demand from Purchaser
(i)
setting out details of the costs and expenses in question; and

five business days before the date on which any Acquired Company or Purchaser
(ii)
becomes liable to pay those costs and expenses.

For the purposes of this clause, the date on which an amount of UK corporation tax
5.2 (the Corporation Tax) does or would become due and payable by an Acquired
Company shall be determined to be:

in respect of corporation tax for any Accounting Period of an Acquired Company

ending on or after 1 July 1999 in which the Acquired Company is a “large Acquired
Company” within the meaning of the Instalment Regulations, the date or dates upon
which the Corporation Tax would be treated as becoming due and payable by
Regulations 4 and 5 of the Instalment Regulations on the assumption that the
(a)
Corporation Tax payable by the Acquired Company is the “total liability” of the
Acquired Company for that period within the meaning of the said Regulations 4 and 5
(but nevertheless despite that assumption treating the Acquired Company as a “large
Acquired Company” (within that meaning) for this purpose if it actually is a “large
Acquired Company” (within that meaning) in that period);

in respect of corporation tax for any other Accounting Period of any Acquired
(b)
Company, the date which is nine months following the end of the Accounting Period.
 Any sum not paid by the Sellers on the due date for payment as specified in clause
5.1 shall bear interest (which shall accrue from day to day after as well as before any
judgment for the same) from the due date to and including the day of actual payment
5.3
at a rate of 2 per cent per annum over the base rate of HSBC Bank Plc from time to
time, provided that no interest shall accrue to the extent that the Sellers’s Liability
under clause 2 extends to interest or penalties arising after the due date.

6. WITHHOLDINGS, DEDUCTIONS AND TAXATION OF INDEMNITY PAYMENTS

All sums payable by the Sellers to Purchaser, or if directed by Purchaser, to an

Acquired Company under this Exhibit B or the Agreement shall be paid free and clear
of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may
be required by applicable Legal Requirements. If any deduction or withholding is
6.1 required by any Legal Requirement, the Sellers shall be obliged to pay to Purchaser or
the applicable Acquired Company such sum as will after the deduction or withholding
has been made leave Purchaser or such Acquired Company with the same amount as
it would have been entitled to receive in the absence of any requirement to make a
deduction or withholding.

If any sum payable to Purchaser or, if directed by Purchaser, to any Acquired

Company under this Exhibit B or the Agreement is subject to Tax in the hands of
Purchaser or any Acquired Company, then the amount so payable shall be increased
by such amount as will ensure that after the payment of the Tax so charged (or, if no
6.2 Tax is paid because of the availability of a Relief, assuming for the purposes of this
clause 7.2 that Tax was paid at the Tax rate current at that time) Purchaser or the
Acquired Company receives an amount equal to the amount that Purchaser or
Acquired Company would otherwise have received under this Exhibit B or the
Agreement had the payment not been subject to Tax.

B-8

7. MANAGEMENT OF PRE-CLOSING TAX AFFAIRS

Subject to the following provisions of this clause 7 and clause 4, Purchaser or its duly
authorised agents shall, in respect of all Accounting Periods ending on or before
7.1
Closing, and in respect of the Accounting Period commencing before but ending after
Closing, be entitled to:
 (a) prepare and submit the Tax Returns of each Acquired Company;

prepare and submit on behalf of each Acquired Company all claims, elections,
(b)
surrenders, disclaimers, notices and consents relating to Tax; and

deal with all matters relating to Tax which concern or affect any Acquired Company,
(c) including all negotiations and correspondence with any Tax Authority and the making
of any agreements relating to Tax.

Purchaser or its duly authorised agents shall in respect of all Accounting Periods
7.2
referred to in Clause 7.1:

deliver all Tax Documents which have been prepared by or on behalf of Purchaser in
accordance with clause 7.1 to the Sellers’ Agent in draft at least twenty business
days prior to their intended submission to a Tax Authority in order to allow the Sellers’
(a) Agent to comment on the Tax Documents in accordance with clause 7.3; provided,
however, that if a Time Limit applies in relation to any such Tax Document, Purchaser
shall ensure that the Sellers’ Agent receives the draft Tax Document no later than
fifteen business days before the expiry of the Time Limit;

deliver a copy or a note of all material correspondence or other material

communication which it receives from or has with a Tax Authority to the Sellers’
(b)
Agent within ten business days of receipt of that correspondence or communication
from the Tax Authority; and

inform the Sellers’ Agent in writing of the content of all material discussions, material
correspondence or other material communication which it is intending to have with
or submit to any Tax Authority at least fifteen business days prior to the intended
(c)
discussion or submission of such correspondence or other communication (in each
case the Intended Communication) in order to allow the Sellers’ Agent to comment
on the content of the Intended Communication in accordance with clause 7.3.

7.3 The Sellers’ Agent shall be entitled to comment on all Tax Documents and Intended
Communications delivered to it under clause 7.2. Purchaser shall take account of and
reflect in the Tax Document or Intended Communication any reasonable comments
made by the Sellers’ Agent. Purchaser shall not submit any material Tax Document or
submit, make or have any material Intended Communication until the Sellers’ Agent
 has either supplied Purchaser with its comments or notified Purchaser that it has no
comments provided that if the Sellers’ Agent does not supply any comments or notify
Purchaser that it has no comments within ten business days of receipt of the Tax
Document or Intended Communication then Purchaser shall be entitled to submit that
Tax Document or Intended Communication.

7.4 The Sellers’ Agent and the Sellers shall:

give each Acquired Company and Purchaser all such information and assistance as
(a) they may reasonably require to enable them to discharge their obligations under this
clause 7; and

B-9

procure that Purchaser is promptly sent a copy of any communication which is

(b) received by the Sellers’ Agent or any of the Sellers from any Tax Authority insofar as
it relates to the Pre-Closing Tax Affairs.

Purchaser shall not be obliged to procure that any Acquired Company uses any
7.5
Purchaser’s Relief.

Any Tax sharing agreement in effect at Closing shall be terminated at Closing as to

each Acquired Company, and no additional amounts shall be due from or due to an
7.6
Acquired Company after Closing pursuant to any Tax sharing agreement and no
Acquired Company shall have any Liability in respect of such agreement.

8. OTHER TAX MATTERS

Purchaser may, at its sole discretion, make (or cause to be made) elections under
Code section 338(g) (or any United States state or local law) with respect to the
8.1 Company or any Subsidiary thereof. The Sellers agree not to take actions or prepare,
file or deliver any documents, statements or United States Tax Returns that are
inconsistent therewith.

8.2 Purchaser may, at its discretion, make any Unites States entity classification tax
 election on Internal Revenue Service Form 8832, or any successor or other form
prescribed by the Internal Revenue Service, with respect to the Company or any
eligible Subsidiary thereof. The Sellers shall take no actions or prepare, file or deliver
any documents, statement or Tax Returns inconsistent with the ability to make such
an election.

B-10

EXHIBIT C

FORM OF LOAN NOTE INSTRUMENT

LOAN NOTE INSTRUMENT

made by

RIVERBED TECHNOLOGY LIMITED

constituting up to the amount set forth on Schedule 1.6(b)(A) fixed rate

unsecured loan notes

C-1

THIS INSTRUMENT is dated and made

BY

Riverbed Technology Limited (the “Company”), a company incorporated under the

(1) laws of England and Wales with registered number 05090414 and whose registered
address is 100 New Bridge Street, London EC4V.

Background:

The Company has duly authorised the creation and issue of up to the amount set forth
(A) on Schedule 1.6(b)(A) Fixed Rate Unsecured Loan Notes to be constituted by this
Instrument.

OPERATIVE PROVISIONS:

1. Interpretation
1.1 Definitions

In this Instrument and in the Conditions, where the context admits:

means the agreement entered into between the Company and the Vendors
“Acquisition
dated 19 July 2011 for the Company to acquire 100% of the issued share
Agreement”
capital of Zeus Technology Limited.
means, in relation to any person, as of any point in time and for so long as
the relationship continues to exist with respect to that person, any other
person controlled by, controlling, or under common control with that
“Affiliate” person. For this purpose, control means having (i) direct or indirect
beneficial ownership of at least 50 per cent. interest in the voting stock (or
equivalent) of a person, (ii) the right to direct, appoint or remove a
majority of the members of its board of

C-2

directors (or equivalent), or (iii) the power to control the general

management of that person by contract, law or otherwise.
Notwithstanding the foregoing, Affiliate shall not include persons in which
a party or any of its Affiliates holds a majority of the ordinary voting
power to elect a majority of the board of directors or other governing
body, but is restricted from electing that majority by contract or
otherwise, until such time as those restrictions are no longer in effect.
means any day (other than a Saturday or Sunday) on which banks
“Business generally are open in London for the transaction of normal banking
Day” business (including, but not limited to, dealings in the inter-bank market
in sterling deposits).
means the conditions to be endorsed on the Loan Notes to be in the
form or substantially in the form set out in schedule 2 as the same may
“Conditions”
from time to time be modified in accordance with the provisions of this
Instrument.
means the board of Directors for the time being of the Company or a
“Directors”
duly authorised committee of the board.
means a resolution passed at a meeting of the Noteholders duly
“Extraordinary
convened and held by a majority consisting of sufficient members
Resolution”
required to grant a Noteholder Consent.
“the Group” means the Company, and its Affiliates.

C-3

“Instrument” means this Instrument and the schedules as from time to time modified
 in accordance with their provisions.
means the loan notes constituted by this Instrument or, as the case may
“Loan Notes” be, the amount of such loan notes for the time being issued and
outstanding.
means the several persons for the time being entered in the Register as
“Noteholders”
the holders of the Loan Notes.
means the delivery to the Company of the consent of Noteholders
“Noteholder
(whether given in writing or otherwise) comprising not less than 75%
Consent”
majority in nominal value of the Loan Notes then remaining outstanding.
“Register” means the Register of Noteholders referred to in Clause 7.
means the persons whose names are set out in Schedule 1.2 of the
“Sellers”
Acquisition Agreement (each a Seller and together the Sellers).

1.2 Construction of certain references

In this Instrument, where the context admits:

words and phrases the definitions of which are contained or referred to in the
(A)
Companies Act 2006 shall have the meanings thereby assigned to them;

references to statutes and statutory provisions shall be construed as references to

those provisions as amended, re-enacted or replaced or as their application is
modified by other provisions from time to time and shall include references to any
(B)
provisions of which they are re-enactments (whether with or without modification)
and to any regulation, order or other subordinate legislation made under each
relevant statute or statutory provision;

C-4

references to clauses and schedules are references to clauses and schedules to this
(C) Instrument, and references to paragraphs are unless otherwise stated, references to
paragraphs of the schedule in which the reference appears;

words denoting the singular shall include the plural and vice versa and words
(D)
denoting the masculine the feminine or the neuter shall include all such genders;

(E) references to the Company notifying or serving notice to the Noteholders shall mean
 the service of notice in accordance with paragraph 8 of Schedule 2; and

“person” includes any individual, partnership, body corporate, corporation sole or

aggregate, state or agency of a state, and any unincorporated association or
(F) organisation, in each case whether or not having separate legal personality, and
references to any party who is an individual shall also include his personal
representatives.

1.3 Headings

The headings and sub-headings are inserted for convenience only and shall not affect the
construction of this Instrument.

2. Designation

The Loan Notes shall be known as the Unsecured Loan Notes 2011 and shall be issued in
amounts and multiples of US$1,000 by the Company at par.

3. Amount, availability and issuance

The aggregate principal amount of the Loan Notes is limited to the amount set forth on
Schedule 1.6(b)(A), to be issued in accordance with Section 1.6 of the Acquisition
Agreement.

C-5

4. Redemption

The Loan Notes shall be redeemable during the first Business Day after the period of six
months after the date of their issue and if not redeemed during that Business Day, shall
be automatically redeemed at the start of the next Business Day.

At the date upon which the Loan Notes or any part of them remaining unconverted fall to
be redeemed or repaid in accordance with the provisions of this Instrument and as
provided in the Conditions, the Company will pay to the Noteholders so entitled the
principal amount of the Loan Notes to be redeemed or repaid at par together with
accrued interest up to (but excluding) the date of redemption.

5. Interest
Interest on the principal amount of the Loan Notes will accrue on the basis provided in the
Conditions.

6. Certificates

Each Noteholder shall be entitled without charge to one certificate for the Loan Notes
registered in his name in the Register. Joint holders of Loan Notes will, however, be
entitled only to one Loan Note certificate (provided that the Company shall not be bound
to register more than four persons as the joint holders of any Loan Note) and such Loan
Note certificate will be sent to that one of the joint holders who is first named in the
Register. Each certificate shall be substantially in the form set out in Schedule 1 and shall
have the Conditions endorsed upon it. The Company shall comply with the provisions of
the Loan Notes and the Conditions and the Loan Notes shall be held subject to all such
provisions which shall be binding on the Company and the Noteholders and all persons
claiming through or under them respectively. Where some but not all of the Loan Notes
evidenced by a certificate are repaid, the old certificate shall be cancelled and a new
certificate for the balance of the Loan Notes not repaid on that occasion shall be issued to
the Noteholder concerned without charge.

C-6

7. Register

7.1 Maintenance of Register

A Register will be kept by the Company at its registered office for the time being and with
a copy (the “Duplicate Register”) at such other place within the United Kingdom as the
Company may from time to time have appointed for the purpose (and in either case shall
have notified to the Noteholders) and there shall be entered in the Register:

(A) the names and addresses of the Noteholders;

(B) the amount of the Loan Notes held by each Noteholder;

the date of any issue and the date on which the name of each Noteholder is entered
(C)
in the Register in respect of the Loan Notes standing in his name; and

(D) the serial number of each Loan Note certificate.

7.2 Name or address changes

Any change of name or address on the part of any Noteholder shall immediately be
notified to the Company and, on receipt, shall be altered in the Register and the Duplicate
Register accordingly.

7.3 Inspection

Any Noteholder may at all reasonable times during office hours inspect the Register or the
Duplicate Register.

8. Notice of Event of Default

Upon the occurrence of any of the events detailed in paragraph 3.1 of the Conditions (the
“Events of Default”) the Company shall, as soon as reasonably practicable, (to the extent
it is able) serve notice on every Noteholder of that Event of Default. Each Noteholder shall
be entitled to require all the Loan Notes held by him to be redeemed immediately by the
Company on an Event of Default.

C-7

9. Mechanics of Noteholder Consent

Where the consent, approval, waiver or agreement of the Noteholders is required in

relation to the Instrument and/or the Conditions, the Company shall serve notice in writing,
detailing the consent, approval, waiver or agreement sought or given. The Noteholders
will deal with such requests in a timely manner and undertake to notify the Company
within 10 Business Days (save to the extent that a general meeting of Noteholders is
required, in which case such period shall be 20 Business Days) of receipt of such request
as to whether (where applicable) its consent is given or not (as the case may be). Failure
of any Noteholder to make such notification within the said period shall be deemed to
indicate that Noteholder’s consent in relation to the issue which is the subject of the notice
served.

10. Tax elections

Each Noteholder shall, if so requested by the Company, enter into an election under the
provisions of section 431 of ITEPA in a form approved by HM Revenue & Customs in
respect of any Loan Notes acquired by him for full disapplication of Chapter 2 of Part 7 of
ITEPA. Each Noteholder and the Company agree to assist and co-operate as necessary to
ensure that any election made pursuant to this clause 10 is effective.
11. Supplemental provisions

11.1 Incorporation of the schedules

The Conditions and the provisions of the schedules shall have effect in the same manner
as if such Conditions and provisions were incorporated in this Instrument.

11.2 Amendment of this Instrument

This Instrument may be amended by supplemental deed poll executed by the Company if
the amendment is sanctioned by an Extraordinary Resolution of the Noteholders and is on
terms consented to by the Company.

C-8

11.3 Memoranda of supplemental instruments

A memorandum of the execution of any instrument supplemental to this Instrument shall

be endorsed by the Company on the Instrument.

11.4 Notices

The Company shall serve all and any notices and correspondence required pursuant to the
issuance of the Loan Notes to the Noteholders at the addresses provided in the Register or
at such other address as is provided in writing to the Company by the Noteholder from
time to time.

11.5 Third Party Rights

Unless expressly provided to the contrary in this Instrument or the Loan Notes a person
who is not a party to this Instrument or the Loan Notes has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this
instrument or the Loan Notes.

11.6 Law

This Instrument and the Loan Notes shall be governed by and construed in accordance
with English law.
11.7 Submission to Jurisdiction

The Company hereby irrevocably submits to the non-exclusive jurisdiction of the English
Courts in any proceedings brought against it by the Noteholders in respect of this
Instrument and the Loan Notes.

C-9

IN WITNESS whereof this Instrument has been duly executed and delivered as a deed the
day and year first above written.

EXECUTED as a DEED )
by RIVERBED TECHNOLOGY )
LIMITED acting by )
Jerry M. Kennelly (director) )
in the presence of: ) Jerry M. Kennelly
(Witness))

Witness’ signature

Witness’ name

Witness’ address

Witness’ occupation

C-10

SCHEDULE 1

FORM OF LOAN NOTE CERTIFICATE

No. [—]

Amount US$[—]

Riverbed Technology Limited (the “Company”)

UP TO US$[—] NOMINAL FIXED RATE UNSECURED LOAN NOTES

THIS IS TO CERTIFY THAT

[—] is/are the registered holder(s) of the above principal amount of the 0.5% Fixed Rate
Unsecured Loan Notes (the “Loan Notes”) constituted by an Instrument entered into by
the Company on [—] (the “Instrument”) and issued with the benefit of, and subject to, the
provisions contained in the Instrument and the Conditions endorsed upon this certificate
(the “Conditions”).

Interest is payable on the Loan Notes on redemption in accordance with the Conditions at
a rate determined in accordance with the Conditions.

The Loan Notes are not transferable.

Capitalised terms used in this Certificate shall have the meanings set out in the Instrument
and Conditions.

The Loan Notes and the Instrument are governed by and shall be construed in accordance
with English law.

C-11

IN WITNESS whereof this Instrument has been duly executed and delivered as a deed the
day and year first above written.

EXECUTED as a DEED )
by RIVERBED TECHNOLOGY )
LIMITED acting by )
[Name of director] )
in the presence of )
[Name of witness] )

Witness’ signature

Witness’ name

Witness’ address

Witness’ occupation

Notes

(i) No assignment, transfer, sale or other disposal of any holding of Loan Notes will be
 registered.

A copy of the Instrument is available for inspection at the Registered Office of the
(ii)
Company.

C-12

SCHEDULE 2

THE CONDITIONS

1. Denomination and status of Loan Notes

The Loan Notes are issued in amounts and integral multiples of US$1,000 and constitute
unsecured obligations of the Company which:

(A) shall rank pari passu between themselves; and

shall at all times rank at least pari passu with all other unsecured obligations of the
(B)
Company, except for those obligations which may be preferred by law.

2. Interest

2.1 Interest calculation and payment dates

Interest on the Loan Notes shall accrue from the date of issue of that Loan Note from day
to day, and will be calculated on the basis of a 365 day year and the actual number of
days elapsed.

2.2 Rate of Interest

The rate of interest payable on the Loan Notes shall be calculated at a rate of 0.5% per
annum.
3. Redemption

3.1 Redemption on default or Insolvency

Save at the election of the holders acting by Noteholder Consent, all Loan Notes then in
issue shall become immediately repayable (together with interest as calculated in
accordance with paragraph 2), if any of the events set out in this paragraph 3.1 shall
occur:

any principal or interest on any of the Loan Notes shall not be paid in full in 15
(A)
Business Days after the due date for payment of the same;

C-13

the Company commits any other material breach of these Conditions or of the
(B) Instrument which is not remedied within 30 days of the service of notice by any
Noteholder requiring such remedy;

the directors of the Company resolve a moratorium under Part 1 of the Insolvency
(C)
Act 1986 as amended by the Insolvency Act 2000;

an administrator of the Company is appointed, or documents are filed with the court
for the appointment of an administrator, or notice is given of an intention to appoint
(D) an administrator by the Company, the directors of the Company or by a qualifying
floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvency
Act 1986);

any distress, execution or other similar process is levied or secured against the whole
or a substantial part of the assets or undertaking of the Company; including the
(E) appointment of a receiver, administrative receiver, manager or similar officer to
enforce that security in respect of all or any part of the property or undertaking of
the Company and is not fully paid out or discharged within 90 days;

(F) a petition is presented, order made, or resolution passed with a view to the winding
up of the Company or the Company stops or threatens to stop paying its debts or the
Company ceases or threatens to cease to carry on all or a material part of its
 business, except for the purpose of reconstruction, reorganisation, merger or
consolidation; or

any event or circumstance occurs which under the law of any relevant jurisdiction
(G) has an analogous or equivalent effect to any of the events listed in sub-clauses (D) to
(G) of this paragraph 3.1.

C-14

3.2 Purchase

The Company may at any time purchase the Loan Notes by private agreement at any
price agreed with that Noteholder.

3.3 Redemption by the Written Notice

Each Noteholder may require the Company to redeem in full or in part the Loan Notes
held by such Noteholder on the first Business Day after the period of six months after the
date of their issue, by 30 days’ written notice from the Noteholder to the Company.

3.4 Automatic Redemption

All outstanding Loan Notes which have not previously been redeemed by the Company
shall be redeemed by the Company on the second Business Day after the period of six
months after the date of their issue.

4. Mechanics of Redemption

4.1 Delivery of Certificates

Each Noteholder (or, the personal representatives of a deceased Noteholder or the

trustee in bankruptcy of a bankrupt Noteholder) any part of whose Loan Notes are due to
be redeemed under these Conditions shall deliver up to the Company, at the address
specified pursuant to clause 8 of the Instrument, the certificate(s) for the Loan Notes
which are due to be redeemed in order that the same may be cancelled and, upon such
delivery and against a receipt for the principal moneys payable in respect of the Loan
Notes to be redeemed, the Company shall pay to the Noteholder the amount payable to
him in respect of such redemption together with all payable interest in respect thereof. If
any such certificate includes Loan Notes which are not at that time to be redeemed, the
Company shall issue to the Noteholder, without charge, a new certificate for the balance
of such Loan Notes.

C-15

4.2 Consequences of failure to effect redemption

If any Noteholder (or, the personal representatives of a deceased Noteholder or the

trustee in bankruptcy of a bankrupt Noteholder), part of whose Loan Notes are liable to be
repaid or redeemed under these Conditions shall fail or refuse to deliver up the
certificate(s) for the same at the time and place fixed for repayment or redemption, or
shall fail or refuse to accept payment of the moneys payable on redemption or to give a
receipt for the same, such moneys shall be set aside by the Company and paid into a
separate bank account and held by the Company for such Noteholder but without interest,
and such setting aside shall be deemed for all the purposes of these Conditions to be a
payment to such Noteholder and the Company shall then be discharged from all
obligations in connection with such Loan Notes. If the Company shall place the said monies
on deposit at a bank, the Company shall not be responsible for the safe custody thereon
and shall be entitled to withhold a sum on account of any costs incurred in connection
therewith.

5. No withholding etc.

5.1 No withholding

All payments to be made by the Company under or in respect of the Loan Notes shall be
made free and clear of and without deduction or withholding of tax save as required by
law.

5.2 If withholding is required

If the Company is required to make any deduction or withholding of tax from any payment
to a Noteholder the Company shall notify each of the Noteholders of the amount which it
is required to deduct or withhold within a reasonable period of time.

5.3 Payment to relevant authority

If, as a result of a payment being made by or on behalf of the Company under the Loan
Notes, the Company is required to withhold or pay any tax or amount in respect of tax,
C-16

the Company shall pay such amount in full to the relevant authority within the time
allowed for such payment under applicable law. The Company shall, upon written request,
deliver to each Noteholder an original (or certified copy) of a receipt, if any, issued by the
relevant authority evidencing that payment in full has been received by the relevant
authority.

5.4 Double Tax

If as a result of the provisions of a double taxation treaty between the country of

residence of the Company and the country of residence of the Noteholder a withholding of
tax can be eliminated or reduced, the Company and the Noteholder shall use reasonable
endeavours and take reasonable steps to avail themselves of the benefit of such relief
under the aforementioned treaty.

6. Modification of rights

The provisions of the Instrument constituting the Loan Notes and the rights of the
Noteholders are subject to modification, abrogation or compromise in any respect with
the sanction of the Noteholders (acting by Noteholder Consent) as defined in the
Instrument and with the consent of the Company.

7. No Listing

No application has been or will be made to any stock exchange or stock market for the
Loan Notes to be listed, dealt in, sold, quoted or traded and the Loan Notes shall not be
capable of being listed, dealt in, sold, quoted or traded on any stock exchange or stock
market (whether in the United States of America, the United Kingdom or elsewhere).

8. Notices

8.1 Service on the Noteholders

Any notice or other document (including a Loan Note certificate) may be given or sent to
any Noteholder by sending the same by registered first class post (or in the case of a
Noteholder whose registered address is outside the United Kingdom by registered

C-17
airmail) or by hand to the registered address of the Noteholder. In the case of joint
registered holders of any Loan Notes, a notice given to the Noteholder whose name
stands first in the Register in respect of such Loan Notes shall be sufficient notice to all
joint holders.

8.2 Service in the event of death or bankruptcy

Notice may be given to the persons entitled to any Loan Notes in consequence of the
death or bankruptcy of any Noteholder upon that person producing to the Company such
evidence as the Company may reasonably require to show his title to the notices and by
the Company sending the notice by the methods set out above to title of the
representative or trustee of such holder to the address supplied for the purpose by such
persons and such service or delivery shall for all purposes be deemed a sufficient service
or delivery of such notice or document on all persons interested (whether jointly with or as
claiming through or under him) in such Loan Notes. Otherwise, any notice or document
delivered or sent by post to, or left at the address of, any Noteholder in pursuance of
these provisions shall, notwithstanding that such Noteholder be then dead or bankrupt and
whether or not the Company has notice of his death or bankruptcy, be deemed to have
been duly served or delivered in respect of any Loan Notes registered in the name of such
Noteholder as sole or first-named joint holder.

8.3 Service on the Company

Any notice demand or other document required to be given to the Company under these
Conditions or under the Instrument shall be in writing and may be served either by hand
or by sending it by registered air mail to the address specified pursuant to Clause 7.1 of
the Instrument.

8.4 Deemed receipt of notice

Any notice, demand or other document sent by first class registered post shall be deemed
to be served or received at the expiration of 48 hours after the time when it is posted, 5
Business Days after posting if sent by registered airmail and at the time of delivery if
delivered by hand and, in proving such service or receipt, in the case of a notice sent by
post it shall be sufficient to prove that the envelope containing the notice or document
was properly addressed, stamped and posted (using registered mail).

C-18

9. Interpretation

Words and expressions defined in the Instrument shall have the same respective
meanings in these Conditions.
10. Ancillary provisions

10.1 No waiver

No exercise or failure to exercise or delay in exercising any right, power or remedy vested
in any Noteholder shall constitute a waiver by that Noteholder of that or any other right,
power or authority.

10.2 Unlawful provisions

If any of these Conditions shall be held to be unlawful, the same shall be deemed to be
deleted, and these Conditions shall remain in full force and effect as if the deleted
provision had never been contained therein.

C-19

SCHEDULE 3

PROVISIONS AS TO REGISTRATION AND OTHER MATTERS

1. Notice of trusts

Except as required by law or as ordered by a court of competent jurisdiction, the

Company will recognise the registered holder of any Loan Notes as the absolute owner
and shall not be bound to take notice or see to the execution of any trust, whether
express, implied or constructive, to which any Loan Notes may be subject. The receipt of
the registered holder for the time being of any Loan Notes or, in the case of joint
registered holders, the receipt of any of them for the interest from time to time accruing
due thereon or the principal amount of the Loan Notes or any other moneys payable in
respect of the same shall be a good discharge to the Company, notwithstanding any
notice it may have, whether express or otherwise, of the right, title, interest or claim of
any other person to or in such Loan Notes, interest or moneys. The Company shall not be
bound to enter notice of any trust, whether express, implied or constructive, on the
Register in respect of any Loan Notes.

2. Transfer of Loan Notes

The Loan Notes are not transferable.

3. No fee for registration

No fee shall be charged for the registration of any probate, letters of administration, grant
of confirmation, certificate of marriage or death, power of attorney or other document
relating to or affecting the title to any Loan Notes.

4. Deceased holders of Loan Notes

The executors or administrators of a deceased registered holder of Loan Notes (not being
one of several joint registered holders) and in the case of the death of one or more of
several joint registered holders, the survivor or survivors of such joint registered holders
shall be the only person or persons recognised by the Company as having any title to such
Loan Notes.

C-20

5. Persons becoming entitled to Loan Notes on death or bankruptcy

5.1 Registration

Any person becoming entitled to Loan Notes in consequence of the death or bankruptcy of
a holder of Loan Notes or of any other event giving rise to the transmission of such Loan
Notes by operation of law (the “Person Entitled”) may, upon producing such evidence of
his title as the Company shall think sufficient, be registered himself as the holder of such
Loan Notes.

5.2 Withholding of payments

The Company shall be entitled to withhold payment of all moneys payable in respect of
the Loan Notes registered in the name of a deceased or bankrupt Noteholder until such
time as the Person Entitled shall have been registered as a Noteholder.

5.3 Election to be registered

The Company may by notice to the Person Entitled require him to be registered as the
holder of the same, and, in the event of his failure to do so within 60 days of being
required to do so, the Company may register him as the holder of such Loan Notes.

6. Payment of moneys
All interest or other moneys payable in cash pursuant to redemption (in accordance with
Condition 3) in respect of the principal and interest on the Loan Notes shall be paid either:

by wire transfer for the credit of such one bank account as the registered holder (or in
the case of joint registered holders, all of them) shall have directed by notice to the
(A) Company giving at least ten Business Days before the payment is due to be made of
such bank account and such transfer shall be a good discharge to the Company in
respect of the moneys represented by the same; or

in default of any such notification, by banker’s draft sent through the post at the risk
(B)
of the holder or holders to the registered address of the holder, or in the case of joint

C-21

registered holders to that one of the joint registered holders who is first named on the
Register in respect of such holding, or to such person and at such address as the
registered holder or the joint registered holders shall have directed by notice to the
Company given at least five Business Days before the payment is due to be made. Every
such banker’s draft shall be made payable to the order of the person to whom it is sent
and payment of the banker’s draft shall be a good discharge to the Company in respect of
the moneys represented by the same.

7. Defaced lost or destroyed certificates

If any Loan Note certificate is defaced, lost or destroyed, it may be replaced upon
payment by the claimant of the Company’s expenses in connection with replacing it and
on such terms (if any) as to evidence, indemnity, security or otherwise as the Director’s
may require but so that, in the case of defacement, the defaced Loan Note certificate
shall be surrendered before the new Loan Note certificate is issued.

C-22

SCHEDULE 4

PROVISIONS FOR MEETINGS OF THE NOTEHOLDERS

1. Convening of meetings

The Company may at any time, and shall upon the request in writing signed by the
registered holders of not less than 20 per cent. in nominal amount of the Loan Notes for
the time being outstanding, convene a meeting of the Noteholders.
2. Notice of meetings

At least 14 days’ notice exclusive of the day on which notice is served or deemed to be
served and of the day of the meeting for which notice is given, specifying the place, day
and hour of the meeting shall be given to the Noteholders of any meeting of Noteholders
in accordance with the Conditions. Any such notice shall specify the general nature of the
business to be transacted at the meeting, but, except in the case of a resolution to be
proposed as an Extraordinary Resolution, it shall not be necessary to specify the terms of
any resolution to be proposed. The non-receipt of notice by, or the accidental omission to
give notice to, any Noteholder shall not invalidate the proceedings at the meeting.

3. Attendance of meetings by representatives of the Company

In the case of a meeting convened by the Company, some person nominated by the
Company shall be entitled to take the chair and, in the case of a meeting convened at the
request of the Noteholders, the Noteholders present shall choose one of their number to
be Chairman. The Directors and officers of the Company and any other person authorised
in that behalf by the Directors may attend at any such meeting.

4. Quorum

At any such meeting convened for any purpose other than the passing of an Extraordinary
Resolution at least two persons holding or representing by proxy one-tenth in nominal
amount of the Loan Notes for the time being outstanding shall form a quorum for the
transaction of

C-23

business. At any meeting convened for the purpose of passing an Extraordinary Resolution
at least two persons holding or representing by proxy a majority in nominal amount of the
Loan Notes for the time being outstanding shall form a quorum. No business (other than
the choosing of a chairman) shall be transacted at any meeting unless the requisite
quorum is present at the commencement of business.

5. Absence of a quorum

If within 15 minutes from the time appointed for any meeting of the Noteholders a
quorum is not present, the meeting shall, if convened upon the requisition of the
Noteholders, be dissolved. In any other case, it shall stand adjourned to such day and time
(being not less than 14 days after the adjourned meeting) and to such place as may be
appointed by the Chairman and at such adjourned meeting the Noteholders present in
person or by proxy and entitled to vote, whatever the principal amount of the Loan Notes
held by them, shall form a quorum and shall have power to pass any Extraordinary or
other resolution and to decide upon all matters which could properly have been disposed
of at the meeting from which the adjournment took place.

6. Notice of adjourned meeting

Notice of any adjourned meeting shall be given in accordance with paragraph 2 and such
notice shall state that the Noteholder or Noteholders present in person or by proxy at the
adjourned meeting will form a quorum.

7. Adjournment

The Chairman may with the consent of (and shall if directed by) any such meeting adjourn
the same from time to time and from place to place but no business shall be transacted at
any adjourned meeting except business which might lawfully have been transacted at the
meeting from which the adjournment took place.

8. Declaration by Chairman conclusive unless poll demanded

At any meeting of Noteholders (unless a poll is demanded by the Chairman or by one or

more Noteholders present in person or by proxy and holding or representing in the
aggregate not less than one-twentieth in nominal amount of the Loan Notes then
outstanding) a declaration by the Chairman that a resolution has been carried, or carried
by a particular majority, shall be conclusive evidence of the fact.

C-24

9. Taking of polls

If at any meeting a poll is demanded as specified in paragraph 8, it shall be taken in such

manner and either at once or after such adjournment as the Chairman directs and the
result of such poll shall be deemed to be the resolution of the meeting at which the poll
was demanded. No notice need be given of a poll not taken immediately if the time and
date at which it is to be taken are announced at the meeting at which it is demanded. In
any other case at least seven clear days’ notice shall be given, specifying the time and
place at which the poll is to be taken. On a poll votes may be given personally or by proxy
and a Noteholder entitled to more than one vote need not use all his votes or cast them in
the same way. The demand for a poll may be withdrawn but only with the consent of the
Chairman. Where a demand is withdrawn, it will validate the result on a show of hands
declared before the demand was made, or where the poll is demanded before the
declaration of the result on a show of hands, the meeting shall continue as if the demand
had not been made. The demand for a poll (other than on the election of the Chairman or
on the question of adjournment) shall not prevent the continuance of the meeting for the
transaction of business other than that in respect of which the poll was demanded.
10. Polls on the election of a Chairman

Any poll demanded at any such meeting on the election of a Chairman or on any question
of adjournment shall be taken at the meeting without adjournment.

11. Proxies

The registered holders of any of the Loan Notes or, in the case of joint holders, any one of
them, shall be entitled to vote either in person or by proxy and in the latter case as if such
joint holder was solely entitled to such Loan Notes. If more than one of such joint holders
be present at any meeting either personally or by proxy, the vote of the senior who
tenders a vote (seniority being determined by the order in which the joint holders are
named in the Register) shall be accepted to the exclusion of the votes of the other joint
holders.

C-25

12. Manner of appointing a proxy

Every instrument appointing a proxy must be in writing signed by the appointor or his
attorney or, in the case of a corporation, under its common seal or signed by its attorney
or authorised representative or otherwise as permitted by sections 36A or 36B of the
Companies Act 1985 and shall be in the usual or common form or in such other form as
the Directors may approve. Such instrument of proxy shall, unless the same states the
contrary upon it, be valid for any adjournment of the meeting as for the meeting to which
it relates and need not be witnessed. A proxy need not be a Noteholder. Unless otherwise
provided, an instrument of proxy shall be valid for 12 months from the date of its
execution. The Company may send an instrument of proxy to all of the persons entitled to
receive notice of, and to vote at the meeting.

13. Deposit of Proxies

The instrument appointing a proxy and the power of attorney or other authority (if any)
under which it is signed or a notarially certified or office copy of such power or authority
shall be deposited at the address specified pursuant to clause 8 of the Instrument or at
such other address as may be specified in the notice of meeting or in any form of proxy
sent with such notice not less than 48 hours before the time appointed for holding the
meeting or adjourned meeting at which the person named in such instrument proposes to
vote and in default the instrument of proxy shall not be treated as valid. A vote given in
accordance with the terms of an instrument appointing a proxy shall be valid
notwithstanding the previous death or incapacity of the principal or revocation of the
instrument of proxy or of the authority under which the instrument of proxy is given of the
Loan Notes in respect of which it is given unless previous intimation in writing of such
death, incapacity or revocation shall have been received at the address specified for the
delivery of proxies. Deposit of an instrument of proxy by a Noteholder shall not prevent
that Noteholder from attending and voting in person at the meeting, at any adjourned
meeting or on a poll in relation to any resolution put to the meeting.

14. Corporate Representatives

A body corporate which is a Noteholder may, by resolution of its directors or other

governing body, authorise a person (the “Representative”) to act as its representative at a
meeting of the

C-26

Noteholders. The Representative may exercise on behalf of his appointor, those powers
which it could exercise as an individual Noteholder, and the appointor shall be treated as
present in person at a meeting attended by its Representative.

15. Objections

No objection may be made to the qualification of a voter or to the counting of a vote

except at the meeting or adjourned meeting at which the vote takes place. An objection
properly made shall be referred to the Chairman whose decision shall be conclusive and
binding. The non-qualification of a voter or an error in the counting of a vote shall not
affect the result of the voting unless, in the opinion of the Chairman, it is of sufficient
magnitude to affect the decision of the meeting.

16. Voting rights

On a show of hands each Noteholder who (being an individual) is present in person or

(being a corporation) is present by a representative shall have one vote and on a poll each
Noteholder present in person or by proxy shall have one vote for every $1 in nominal
amount of Loan Notes of which he is the holder.

17. Powers exercisable by Extraordinary Resolution

A meeting of the Noteholders, in addition to all other powers, may by Extraordinary

Resolution and with the consent of the Company sanction any modification, abrogation or
compromise in any respect of the provisions of the Instrument or the rights of the
Noteholders against the Company, whether such rights shall arise under the Instrument or
otherwise, and in particular (but without limitation) power to sanction any agreement for
postponing or advancing the time for the payment of the principal moneys or interest
payable in respect of the Loan Notes or for increasing or reducing the rate of interest on,
or for the capitalisation of, the Loan Notes or for the release of the Company from all or
part of its obligations in respect of the Loan Notes, or a winding up for the purpose of an
amalgamation, re-organisation or reconstruction of the Company.

C-27

18. Extraordinary Resolutions to be binding

An Extraordinary Resolution shall be binding upon all the Noteholders whether present or
not present at such meeting and each of the Noteholders shall be bound to give effect to
such resolution accordingly and the passing of any such resolution shall be conclusive
evidence that the circumstances justify its passing, the intention being that it shall rest
with the meeting to determine without appeal whether or not the circumstances justify the
passing of such resolution.

19. Resolution in writing

A resolution in writing signed or approved by letter or facsimile, by or on behalf of the

holders of 60 per cent. in principal amount of the Loan Notes for the time being
outstanding who are for the time being entitled to receive notice of meetings of
Noteholders shall for all purposes be as valid and effective as an Extraordinary Resolution.
Such resolution in writing may be contained in one document or in several documents in
like form each signed by one or more Noteholders.

20. Minutes

Minutes of all resolutions and proceedings at every such meeting of the Noteholders shall
be made and duly entered in books to be from time to time provided for that purpose by
the Company and any such minutes if purporting to be signed by the Chairman of the
meeting at which such resolutions were passed or proceedings held or by the Chairman of
the next succeeding meeting of the Noteholders shall be conclusive evidence of the
matters contained in such minutes and until the contrary is proved every such meeting in
respect of the proceedings of which minutes have been made shall be deemed to have
been duly convened and held and all resolutions passed at such a meeting to have been
duly passed.

C-28

EXHIBIT D

DISPUTE RESOLUTION PROCEDURES

Subject to the provisions of Sections 5.3 and 6.10(c) of the Agreement, any claim for
indemnification, compensation or reimbursement pursuant to Section 5 of the Agreement
(and, at the option of Purchaser, any other claim for a monetary remedy, such as in the
case of a claim based upon intentional misrepresentation or fraud, relating to the
Agreement after the Closing) shall be brought and resolved exclusively as follows:

(a) If Purchaser has or claims in good faith to have incurred or suffered Damages for
which it is or may be entitled to indemnification, compensation or reimbursement under
Section 5 of the Agreement or for which it is or may otherwise be entitled to a monetary
remedy relating to the Agreement, Purchaser may deliver a claim notice (a “Claim
Notice”) to the Sellers’ Agent. Each Claim Notice shall: (i) state that Purchaser believes in
good faith that Purchaser is entitled to indemnification, compensation or reimbursement
under Section 5 of the Agreement or is or may otherwise be entitled to a monetary
remedy relating to the Agreement; (ii) contain a description (in reasonable detail) of the
facts and circumstances supporting Purchaser’s claim; and (iii) if practicable, contain a
non-binding, preliminary, good faith estimate of the amount to which Purchaser claims to
be entitled (the aggregate amount of such estimate, as it may be modified by Purchaser
in good faith from time to time, being referred to as the “Claimed Amount”).

(b) During the 20-business day period commencing upon receipt by the Sellers’ Agent of a
Claim Notice from Purchaser (the “Dispute Period”), the Sellers’ Agent may deliver to
Purchaser a written response (the “Response Notice”) in which the Sellers’ Agent:
(i) agrees that the full Claimed Amount is owed to Purchaser; (ii) agrees that part, but not
all, of the Claimed Amount is owed to Purchaser; or (iii) indicates that no part of the
Claimed Amount is owed to Purchaser. If the Response Notice is delivered in accordance
with clause “(ii)” or “(iii)” of the preceding sentence, the Response Notice shall also
contain a description (in reasonable detail) of the facts and circumstances supporting the
Sellers’ Agent’s claim that only a portion or no part of the Claimed Amount is owed to
Purchaser, as the case may be (any part of the Claimed Amount that is not agreed to be
owed to Purchaser pursuant to Purchaser’s Claim Notice being referred to as the
“Contested Amount”). If a Response Notice is not received by Purchaser from the Sellers’
Agent prior to the expiration of the Dispute Period, then the Sellers’ Agent shall be
conclusively deemed to have agreed that an amount equal to the full Claimed Amount is
owed to Purchaser.

(c) If the Sellers’ Agent in its Response Notice agrees that the full Claimed Amount is owed
to Purchaser, or if no Response Notice is received by Purchaser from the Sellers’ Agent
prior to the expiration of the Dispute Period, the Sellers’ Agent shall (subject to the order
of recourse contemplated by Section 5.9), within 10 business days following the earlier of
the delivery of such Response Notice or the expiration of the Dispute Period, cause the
Sellers to pay the Claimed Amount to Purchaser.

(d) If the Sellers’ Agent in the Response Notice agrees that part, but not all, of the Claimed
Amount is owed to Purchaser (the “Agreed Amount”), the Sellers’ Agent shall (subject to
the order of recourse contemplated by Section 5.9), within 10 business days following the
delivery of such Response Notice, cause the Sellers to pay the Agreed Amount to
Purchaser.

D-1

(e) If any Response Notice expressly indicates that there is a Contested Amount, the
Sellers’ Agent and Purchaser shall attempt in good faith to resolve the dispute related to
the Contested Amount. If the Sellers’ Agent and Purchaser resolve such dispute, such
resolution shall be binding on the Sellers’ Agent, the Sellers and Purchaser and a
settlement agreement stipulating the amount owed to Purchaser (the “Stipulated
Amount”) shall be signed by Purchaser and the Sellers’ Agent. The Sellers’ Agent shall
(subject to the order of recourse contemplated by Section 5.9), within 10 business days
following the execution of such settlement agreement, or such shorter period of time as
may be set forth in the settlement agreement, cause the Sellers to pay the Stipulated
Amount to Purchaser.

(f) In the event that there is a dispute relating to any Claim Notice or Contested Amount
(whether it is a matter between Purchaser, on the one hand, and the Sellers’ Agent, on
the other hand, or it is a matter that is subject to a claim or Legal Proceeding asserted or
commenced by a third party brought against Purchaser or any Acquired Company in a
litigation or arbitration), such dispute (an “Arbitrable Dispute”) shall be settled by binding
arbitration. Notwithstanding the preceding sentence, nothing in this Exhibit D shall prevent
Purchaser from seeking preliminary injunctive relief from a court of competent jurisdiction
pending settlement of any Arbitrable Dispute.

(i) Except as herein specifically stated, any Arbitrable Dispute shall be resolved by
arbitration in San Francisco, California in accordance with JAMS’ Comprehensive
Arbitration Rules and Procedures (the “JAMS Rules”) then in effect. However, in all events,
the provisions contained herein shall govern over any conflicting rules which may now or
hereafter be contained in the JAMS Rules. Any judgment upon the award rendered by the
arbitrator shall be entered in any court having jurisdiction over the subject matter thereof.
The arbitrator shall have the authority to grant any equitable and legal remedies that
would be available if any judicial proceeding was instituted to resolve an Arbitrable
Dispute. The final decision of the arbitrator, as entered by a court of competent
jurisdiction, will be furnished by the arbitrator to the Sellers’ Agent and Purchaser in
writing and will constitute a final, conclusive and non-appealable determination of the
issue in question, binding upon the Sellers’ Agent, the Sellers and Purchaser, and an order
with respect thereto may be entered in any court of competent jurisdiction.

(ii) Any such arbitration will be conducted before a single arbitrator who will be
compensated for his or her services at a rate to be determined by Purchaser and the
Sellers’ Agent or by JAMS, but based upon reasonable hourly or daily consulting rates for
the arbitrator in the event the parties are not able to agree upon his or her rate of
compensation.

(iii) The arbitrator shall be mutually agreed upon by Purchaser and the Sellers’ Agent. In
the event Purchaser and the Sellers’ Agent are unable to agree within 20 days following
submission of the dispute to JAMS by one of the parties, JAMS will have the authority to
select an arbitrator from a list of arbitrators who satisfy the criteria set forth in clause
“(iv)” hereof.

(iv) The arbitrator shall be instructed to hold an up to eight hour, one day hearing
regarding the disputed matter within 60 days of his designation and to render an award
(without written opinion) no later than 10 days after the conclusion of such hearing, in
each case unless otherwise mutually agreed in writing by Purchaser and the Sellers’
Agent.

(v) Purchaser and the Sellers’ Agent (on behalf of the Sellers) will each pay 50% of the
initial compensation to be paid to the arbitrator in any such arbitration and 50% of the
costs of transcripts and other normal and regular expenses of the arbitration proceedings;
provided, however, that: (A) the prevailing party in any arbitration will be entitled to an
award of attorneys’ fees and costs; and (B) all costs of arbitration, other than those
provided for above, will

D-2

be paid by the losing party, and the arbitrator will be authorized to determine the identity
of the prevailing party and the losing party.

(vi) The arbitrator chosen in accordance with these provisions will not have the power to
alter, amend or otherwise affect the terms of these arbitration provisions or any other
provisions contained in this Exhibit D or the Agreement.

(vii) Except as specifically otherwise provided in this Exhibit D or the Agreement,

arbitration will be the sole and exclusive remedy of the parties for any Arbitrable Dispute
or any other dispute arising out of or relating to this Exhibit D or the Agreement.

(g) Upon resolution of the arbitration described in clause “(f)” of this Exhibit D, the Sellers’
Agent shall (subject to the order of recourse contemplated by Section 5.9), within 10
business days following the entry of the arbitrator’s decision by a court of competent
jurisdiction, or such shorter period of time as may be set forth in the arbitrator’s decision,
cause the Sellers to pay the amount of the award specified in the arbitrator’s decision, if
any, to Purchaser.

D-3