EBAY eBay Inc

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 21, 2023

 

 

eBay Inc.

(Exact name of registrant as specified in its charter) 

Delaware	001-37713	77-0430924
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

2025 Hamilton Avenue

San Jose, California 95125

(Address of principal executive offices)

 

(408) 376-7108

(Registrant’s telephone number, including area code)

  

Not Applicable.

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of exchange on which registered
Common stock		EBAY		The Nasdaq Global Select Market

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).     

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On November 21, 2023, eBay Inc., a Delaware corporation (“eBay”), eBay International Holding GmbH, a wholly owned subsidiary of eBay incorporated under the laws of Switzerland (“eBay GmbH”), and eBay International Management B.V., a wholly owned subsidiary of eBay incorporated under the laws of the Netherlands (“eBay B.V.” and together with eBay and eBay GmbH, the “eBay Parties”), BCP Aurelia Luxco S.a r.l. incorporated under the laws of the Grand Duchy of Luxembourg (“HoldCo”), Aurelia UK Feederco Limited, a wholly owned subsidiary of HoldCo incorporated under the laws of England and Wales (the “Equity Investor”), Aurelia Netherlands TopCo B.V., a wholly owned subsidiary of the Equity Investor incorporated under the laws of the Netherlands (“TopCo”), Aurelia BidCo Norway AS, a wholly owned subsidiary of TopCo incorporated under the laws of Norway (“BidCo”) and Aurelia BidCo 1 Norway AS, a wholly owned subsidiary of BidCo incorporated under the laws of Norway (“BidCo 1,” together with HoldCo the Equity Investor, TopCo and BidCo, the “BidCo Group”) entered into (a) a Bid Conduct Agreement (the “Bid Conduct Agreement”) and (b) a Transaction Completion Agreement (the “Transaction Completion Agreement,” together with the Bid Conduct Agreement, the “Agreements”), pursuant to which the eBay Parties agreed, subject to certain terms and conditions, to sell 202,115,592 shares of Adevinta ASA (“Adevinta”) to BidCo 1 in exchange for approximately $2.2 billion (the “Sale”) and to transfer 202,115,591 shares of Adevinta to TopCo in exchange for the issuance of new shares in TopCo (the “Rollover,” together with the Sale, the “Transactions”).

 

The Agreements were entered into in connection with the voluntary public offer to be made by the BidCo Group to acquire the issued and outstanding ordinary A shares of Adevinta announced on November 21, 2023 (the “Offer”), on the terms and conditions to be set forth in a combined offer document and exempted document serving as a prospectus equivalent document for the Offer in accordance with Section 6-13 of the Norwegian Securities Trading Act and Section 7-1 of the Norwegian Securities Trading Act, cf. Article 1 (4) (f) of the EU (2017/1129) Prospectus Regulation (the "Offer Document"). The Sale and Rollover are contemplated to be completed at the same date as, and subject to fulfillment of the conditions for, completion of the Offer (the “Completion”) in accordance with the Offer Document, including the condition that, on or prior to the expiration of the Offer, the Offer shall have been validly accepted by shareholders of Adevinta representing (when taken together with any shares of Adevinta acquired or agreed to be acquired by the BidCo Group other than through the Offer, or to which the BidCo Group is otherwise entitled) more than 90% of the issued and outstanding share capital and voting rights of Adevinta (on a fully diluted basis) and such acceptances not being subject to any third party consents in respect of pledges or other rights (the “Minimum Condition”) and the receipt of required regulatory approvals.

 

Each of the Agreements contains customary representations, warranties and covenants, which are subject to certain customary qualifications and limitations.

 

Additionally, for a period of six months after the Completion, the Equity Investor has a right to purchase TopCo shares from the eBay Parties, which, if exercised, would reduce eBay’s ownership in TopCo to approximately 9.99%. If this right is exercised, the purchase price for the relevant TopCo shares would be the same as the purchase price paid to eBay in the Sale and would represent additional proceeds for eBay in excess of $1 billion.

 

The foregoing description of the Bid Conduct Agreement and the Transaction Completion Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Bid Conduct Agreement and the Transaction Completion Agreement, respectively, which are attached hereto as Exhibit 2.1 and Exhibit 2.2 to this Current Report on Form 8-K and incorporated herein by reference in their entirety.

 

Item 7.01. Regulation FD Disclosure.

 

On November 21, 2023, eBay issued a press release announcing the entry into the Agreements. A copy of the press release, which is attached to this Current Report on Form 8-K as Exhibit 99.1, is hereby furnished pursuant to this Item 7.01.

 

The information in this Item 7.01 and Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

  

Cautions Regarding Forward Looking Statements

 

Certain statements herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will” and other similar words or expressions. Such forward-looking statements reflect eBay’s current expectations or beliefs concerning future events and actual events may differ materially from historical results or current expectations. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of eBay. The forward-looking statements in this document address a variety of subjects including, for example, the closing of the Transactions and the potential benefits of the Transactions. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the possibility that receipt of regulatory and other approvals are not received or that other conditions to the Transactions are not satisfied on a timely basis or at all, including having an insufficient number of ordinary A shares of Adevinta tendered in the Offer to meet the Minimum Condition on or prior to the expiration of the Offer; the possibility that eBay may not fully realize the projected benefits of the Transactions; the possibility that the closing of the Transactions may not occur on the anticipated timeline or at all; business disruption during the pendency of or following the Transactions; diversion of management’s time on Transactions-related issues; the reaction of customers and other persons to the Transactions; and other events that could adversely impact the completion of the Transactions, including industry or economic conditions outside of eBay’s control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to eBay’s overall business, including those more fully described in eBay’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2022 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following materials are attached as exhibits to this Current Report on Form 8-K:

 

Exhibit Number		Description
2.1		Bid Conduct Agreement, dated as of November 21, 2023, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.a r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS†
2.2		Transaction Completion Agreement, dated as of November 21, 2023, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.a r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS†
99.1		Press Release, dated as of November 21, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.   

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	eBay Inc.
	(Registrant)
Date: November 21, 2023	/s/ Molly Finn
	Name:	Molly Finn
	Title:	Vice President & Deputy General Counsel, Corporate & Assistant Secretary

 

 

 Exhibit 2.1

 

 

 

21 November 2023

AURELIA UK FEEDERCO LIMITED

EBAY INC.

EBAY INTERNATIONAL HOLDING GMBH

EBAY INTERNATIONAL MANAGEMENT B.V.

BCP AURELIA LUXCO S.À R.L.

AURELIA NETHERLANDS TOPCO B.V.

Aurelia Bidco Norway AS

Aurelia Bidco 1 Norway AS

BID CONDUCT AGREEMENT

relating to Project Aurelia

Contents

CLAUSE			PAGE
1.	Commencement and duration		4
2.	Objectives		4
Part A: The Offer			5
3.	The Offer Process		5
4.	Offer Terms and Offer Conditions		5
5.	Offer Conduct		6
6.	Governance until Completion		7
7.	Indemnity		8
Part B: Equity Funding, Equity Completion and Acquisition Financing			9
8.	Equity Investor Commitment and equity funding		9
9.	Acquisition Financing		11
Part C: Miscellaneous			13
10.	Obligation to conclude the agreed form SHA		13
11.	Warranties		13
12.	Payments		14
13.	Termination		14
14.	Tax matters		15
15.	Confidentiality		16
16.	Announcements		17
17.	Notices		18
18.	Transaction Costs		19
19.	Obligations of Erik		19
20.	Whole agreement		20
21.	Legal Relationship		20
22.	Assignment		20
23.	Form of consent		21
24.	Variations		21
25.	Invalid terms		21
26.	Enforceability, rights and remedies		21
27.	Further assurances		22
28.	Counterparts		22
29.	Governing law		22
30.	Dispute Resolution		22

Annex A – Definitions			23
Annex B – Conduct in relation to Regulatory Clearances			31
Annex C – Warranties			34
Annex D – Party Addresses			35

THIS AGREEMENT is dated 21 November 2023

PARTIES:

(1)

AURELIA UK FEEDERCO LIMITED incorporated under the laws of England and Wales (registered number 15245581), whose registered office is at 10th floor, 30 St Mary Axe, London, EC3A 8BF, United Kingdom (Equity Investor);

(2)

EBAY INC. incorporated under the laws of Delaware (I.R.S. Employer Identification No. 77-0430924), whose principal executive office is at 2025 Hamilton Avenue, San Jose, California 95215, United States (Erik);

(3)

EBAY INTERNATIONAL HOLDING GMBH, an indirect wholly-owned subsidiary of Erik, incorporated under the laws of Switzerland (registered number CHE-262.723.657), whose registered office is at Helvetiastrasse 15-17, 3005 Bern, Switzerland (Erik GmbH);

(4)

EBAY INTERNATIONAL MANAGEMENT B.V., an indirect wholly-owned subsidiary of Erik, incorporated under the laws of the Netherlands (registered number 71993312), whose registered office is at Stadhouderskade 85, 1054 ES Amsterdam, the Netherlands (Erik BV);

(5)

BCP AURELIA LUXCO S.À R.L. incorporated under the laws of the Grand Duchy of Luxembourg (registered number B281366), whose registered office is at 2-4, rue Eugene Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg (Bjoern);

(6)

AURELIA NETHERLANDS TOPCO B.V. incorporated under the laws of the Netherlands (registered number 91818427), whose registered office is at Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands (the Company);

(7)

Aurelia Bidco Norway AS incorporated under the laws of Norway (registered number 932 213 346), whose office is at c/o Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11, 0250 Oslo, Norway (pending registration in the Norwegian Registry of Business Enterprises) (BidCo); and

(8)

Aurelia Bidco 1 Norway AS incorporated under the laws of Norway (registered number 932 213 311), whose office is at c/o Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11, 0250 Oslo, Norway (pending registration in the Norwegian Registry of Business Enterprises) (BidCo 1).

Words and expressions used in this agreement (the Agreement) shall be interpreted in accordance with Annex A (Definitions).

WHEREAS:

(A)

The Company is wholly owned by the Equity Investor which in turn is wholly owned by Bjoern.

(B)

The Company directly or indirectly owns all shares in Aurelia Netherlands Midco 2 B.V., incorporated under the laws of the Netherlands (registered number 91831342), whose registered office is at Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands (MidCo 2), BidCo and BidCo 1 as well as certain intermediate holding companies as further set out in the structure chart included as Schedule 1 (Holding Structure) (the Company, BidCo 1 and all intermediate holding companies which include MidCo 2 and BidCo together, the BidCo Group).

(C)

BidCo Group, through BidCo, has decided to launch a recommended voluntary public takeover offer for all issued and outstanding class A shares (voting shares) in the Target (the Offer) on the terms of this Agreement. The Target is listed on the Oslo Stock Exchange (Oslo Børs) (OSE).

(D)

Erik, Erik GmbH, Erik BV Bjoern, the Equity Investor, the Company, BidCo and BidCo 1 are entering into this Agreement in order to set out their respective rights and obligations in relation to the Offer and the Offer Process. Each of Erik, Erik GmbH and Erik BV acknowledge that Bjoern and BidCo Group would not make the Offer absent the promises contained herein.

(E)

In conjunction with and immediately subsequent to this Agreement, BidCo will enter into a transaction agreement with the Target in the form attached as Schedule 3 (Transaction Agreement) governing the terms and conditions of the Offer (the Transaction Agreement).

(F)

Concurrently with this Agreement, Bjoern, the Equity Investor, the Company, BidCo and BidCo 1, Erik, Erik GmbH and Erik BV have entered into a transaction completion agreement in order to set out the terms governing the transfer of the Target shares held by Erik GmbH and Erik BV (and their respective subsidiaries) and certain other actions connected to the Offer which will only become effective when the Offer has become Unconditional (the Erik Transaction Completion Agreement).

(G)

On the date of the Completion, and as a condition and inducement to each party’s willingness to enter into this Agreement, Erik, the Equity Investor and the other SHA Parties will enter into the SHA.

(H)

Schedule 6 (Sample cap table calculation) contains an illustrative calculation of the relative shareholdings in the Equity Investor and the Company as of Completion.

IT IS AGREED:

1.

Commencement and duration

All Clauses, Schedules and Annexes of this Agreement shall take effect from and including the date of this Agreement and shall continue in force and bind the parties to it from time to time until this Agreement is terminated in accordance with Clause 13 (Termination).

2.

Objectives

The parties intend to agree in this Agreement each of the parties’ respective rights and obligations in relation to the Offer and the Offer’s completion (Completion).

Part A: The Offer

3.

The Offer Process

3.1

On 21 November 2023, BidCo Group will through the Bidder Press Release (as defined in the Transaction Agreement) announce a voluntary public takeover offer for all issued and outstanding shares in the Target in accordance with applicable Norwegian law and on the terms set out in Clause 4 (the Offer Announcement).

3.2

The following steps will be followed in relation to the Offer (the Offer Process):

(a)

the Offer Document will be submitted to the OSE for review;

(b)

the Offer Announcement will take place;

(c)

the OSE will review and subsequently approve the offer document (the Offer Approval, and the approved offer document, the Offer Document);

(d)

the Offer will be launched pursuant to the offer terms as set out in Appendix 1 to the Transaction Agreement (the Offer Terms) and in the Offer Document; and

(e)

Completion will take place pursuant to the Offer Terms and the terms of the Offer Document.

4.

Offer Terms and Offer Conditions

4.1

The Offer shall be made at a cash price per Target share of NOK 115 (in words: one hundred and fifteen Norwegian Kroner) (the Offer Price).

4.2

The Offer will include the option for free float shareholders to tender their Target shares either

(a)

against Cash Consideration; or

(b)

against Share Consideration; or

(c)

against 50% Cash Consideration and 50% Share Consideration.

on the terms set out in Schedule 2 (Rollover Term Sheet) (the Free Float Rollover).

4.3

The Offer shall be made subject only to the conditions precedent to Completion as set out in Appendix 1 to the Transaction Agreement under the paragraph entitled “Conditions for the completion of the Offer” (the Offer Conditions).

4.4

The Equity Investor shall determine in good faith and acting reasonably if and when an Offer Condition has been satisfied subject to having obtained the prior consent of Erik.

4.5

The Offer shall have the Offer Terms. It will include certain additional terms set out in the draft offer document which will be submitted to the OSE substantially in the form attached as Schedule 4 (Offer Document). BidCo Group shall provide Erik with any further iteration of the draft offer document and any comments on the offer document provided by the OSE giving Erik at least two full Business Days to review and comment. The Equity Investor shall have the right to determine the content of the final form offer document to be submitted for final approval to the OSE, subject to having obtained the prior consent of Erik and provided that the Offer Price, the Offer Terms and the Offer Conditions shall be reflected in the Offer Document.

5.

Offer Conduct

5.1

Subject to the terms of this Clause 5, all actions, measures and decisions in relation to the Offer and the Offer Process shall be decided by the Equity Investor.

5.2

The Equity Investor shall require the prior consent of Erik to effect (i) any waiver of an Offer Condition other than any waiver of the Offer Condition relating to the Acceptance Threshold in accordance with Clause 5.5 or (ii) any material amendment of the Transaction Agreement (including to the Bidder Press Release (as defined in the Transaction Agreement)), unless the relevant waiver or amendment has been agreed and/or is otherwise specifically addressed in this Agreement.

5.3

In addition to the consent rights pursuant to Clause 5.2, the Equity Investor shall require the prior consent of Erik to effect any

(a)

increase of the Offer Price; or

(b)

other material decision relating to the Offer and the Offer Process,

unless, in each case, the relevant action has been agreed and/or is otherwise specifically addressed in this Agreement.

For the avoidance of doubt, this Clause 5.3 does not apply with respect to decisions or actions in relation to the Acquisition Financing which shall be governed by Clause 9.

5.4

Notwithstanding Clause 5.2 and Clause 5.3, if the Equity Investor at any time determines that the Acceptance Threshold may not be met at the end of the Offer Period, it shall consult with Erik on actions that could be taken to reach the Acceptance Threshold including:

(a)

extending the Offer Period in one or more stages until the maximum length permitted by Law (the Offer Period Extension); or

(b)

sizing up the Share Consideration available for the Free Float Rollover or otherwise amending the terms of the Free Float Rollover.

Following such consultation, the Equity Investor (with the prior consent of Erik) shall have the right to procure that BidCo Group implements any such action and/or any other relevant action aimed at reaching the Acceptance Threshold. If the aforementioned conditions are met, Erik, Erik GmbH and Erik BV agree that they shall take all actions reasonably requested by the Equity Investor (with the prior consent of Erik) to facilitate the implementation by BidCo Group of any such action.

5.5

If the Equity Investor determines that it is reasonably likely that the Acceptance Threshold will not be met at the end of the Offer Period (irrespective of whether any measures pursuant to Clause 5.4 have been taken), the Equity Investor shall consult with Erik on the implications of waiving the Acceptance Threshold and completing the Transaction with a shareholding in the Target of BidCo Group that is lower than the statutory threshold that is required to immediately implement a Squeeze Out after Completion (the Sub-90% Completion Scenario). In these discussions, the relevant parties shall in particular discuss:

(a)

the requirement to make, and the terms of, a Mandatory Offer if the Acceptance Threshold is waived;

(b)

the Sub-90% Mitigation Measures;

(c)

the Debt Push Down Measures; and

(d)

any additional measures to potentially achieve a higher shareholding of BidCo Group in the Target and/or to achieve a Squeeze Out (or a squeeze out of all other shareholders in the Target by other means) and/or a Delisting.

Following such consultation, the Equity Investor (with the prior consent (which shall not be unreasonably withheld, delayed or conditioned) of Erik, and provided that such consent shall be deemed given if Erik has received the Incremental Share Purchase Notice from the Equity Investor in accordance with Clause 24.1 of the SHA) shall have the right to decide on the waiver of the Acceptance Threshold. The Equity Investor shall at any time before Completion have the right to procure additional financing as it deems required for the Sub-90% Completion Scenario and/or the Sub-90% Mitigation Measures, which financing shall only be consummated once the Sub-90% Completion Scenario and/or the Sub-90% Mitigation Measures have been approved (if required under clause 8.4 of the Erik Transaction Completion Agreement) by Erik in accordance with the terms of the Erik Transaction Completion Agreement; provided, that to the extent any such additional financing is shareholder and/or equity financing it shall be made against issuance of Ordinary Shares in the same manner as set forth in Clause 8 and in the Sponsor BCA.

5.6

Annex B (Conduct in relation to Regulatory Clearances) sets out the rights and obligations of the parties in relation to the Regulatory Clearances and any waiver of Regulatory Clearances.

6.

Governance until Completion

Except as otherwise set out in this Agreement and subject to Law, the Equity Investor shall in good faith and acting reasonably take all decisions in relation to, and shall decide on all actions and measures of, the Company and each other BidCo Group company until Completion at which time the SHA will be concluded pursuant to Clause 10 and its governance provisions will become effective (subject to the terms of the Transaction Completion Agreements); provided, that, all material decisions in relation to, and all actions and measures of, the Company and each other BidCo Group company between signing of this Agreement and the SHA taking effect may not be taken without the prior consent of Erik. The Equity Investor shall keep Erik reasonably informed about material developments in relation to the Offer.

7.

Indemnity

7.1

Each of Erik, Erik GmbH and Erik BV, individually and not jointly, hereby agrees with the Equity Investor and BidCo Group to indemnify and hold harmless the Equity Investor and the BidCo Group from and against all claims, liabilities, losses, damages, and/or costs and expenses directly or indirectly arising out of it or any of its consolidated parties within the meaning of the Norwegian Securities Trading Act (other than each such party’s Excluded Concert Persons) (each a Concert Person and collectively, the Concert Persons) acquiring or agreeing to acquire, or having acquired or having agreed to acquire, any Target shares or any other instruments related to Target shares that are relevant for determining the price under a Mandatory Offer pursuant to the Norwegian Securities Trading Act

(a)

from 31 August 2023 until Completion; and

(b)

in the earlier of

(i)

the six (6) months’ period prior to the time an obligation to launch a Mandatory Offer is triggered after Completion; or

(ii)

the six (6) months’ period prior to the time of the completion of the Squeeze Out carried out in accordance with section 6-22 of the Norwegian Securities Trading Act; and

(c)

in the period from the date of the Transaction Agreement until the earlier of

(i)

the end of the offer period in a subsequent Mandatory Offer that is required by the Company as a result of Completion (if any); or

(ii)

the completion of the Squeeze Out carried out in accordance with section 6-22 of the Norwegian Securities Trading Act,

in each case at a price exceeding the Offer Price and which results in the BidCo Group becoming obligated to offer a price per Target share exceeding the Offer Price under the Offer, the Squeeze Out and/or any Mandatory Offer for shares in the Target.

7.2

For the avoidance of doubt, the indemnity pursuant to Clause 7.1 shall not apply (i) in the event of any acquisition of Target shares by BidCo Group made in accordance with this Agreement and (ii) any acquisition of equity interests in any member of BidCo Group in accordance with the terms of the Transaction Documents.

7.3

Until the earlier of

(a)

the completion of a Squeeze Out; or

(b)

the termination of this Agreement in accordance with Clause 12,

each of Erik, Erik GmbH and Erik BV undertakes to the Equity Investor and the BidCo Group not to take, and to procure that none of their respective Affiliates or Concert Persons takes, any action with the intent to frustrate the implementation of the Offer or Completion or the implementation or completion of any subsequent Squeeze Out, Mandatory Offer or Delisting; provided, however, that, notwithstanding anything contrary in this Agreement, no individual director of the Company shall be restricted to vote consistent with his or her fiduciary duties.

7.4

Each of Erik, Erik GmbH and Erik BV, individually and not jointly, undertakes to the Equity Investor to comply with, and to procure compliance by its respective Affiliates and Concert Persons with, all applicable Laws relevant to the Offer and to cooperate in good faith with the other parties to ensure such compliance.

Part B: Equity Funding, Equity Completion and Acquisition Financing

8.

Equity Investor Commitment and equity funding

The Equity Investor Commitment

8.1

The Equity Investor hereby commits, to provide the Company with the Equity Investor Commitment against issuance to the Equity Investor of new Ordinary Shares in the Company on the terms of Clause 8.5 and the Sponsor BCA, in each case subject to the terms of this Clause 8 and provided, for the avoidance of doubt, that the Equity Investor’s funding obligations under this Clause 8 are concurrent and not cumulative with respect to the Equity Investor’s obligations under Clause 8 of the Other Bid Conduct Agreements and are repeated here for the benefit of Erik to ensure that the Required Equity is provided by the Equity Investor by payment of the Equity Investor Commitment, it being understood and agreed that the Equity Investor shall in no event be required to pay the Equity Investor Commitment more than once, to finance, together with the Acquisition Financing,

(a)

the cash consideration payable by BidCo for the acquisition of the Target shares that were sold by third party Target shareholders in the Offer;

(b)

the cash consideration payable by any BidCo Group company for the acquisition of Target shares outside of the Offer, e.g., on the basis of Clause 5.5;

(c)

any cash consideration payable by BidCo 1 to Erik BV or Erik GmbH (or any of their respective applicable subsidiaries), for the acquisition of any Target shares outside of the Offer in accordance with the agreements governing such acquisition;

(d)

the cash consideration payable by BidCo for the acquisition of the Target shares that were acquired in the context of the Squeeze Out or any Mandatory Offer and/or any measure that is implemented by BidCo Group in a Sub-90% Completion Scenario in accordance with the Transaction Completion Agreements;

(e)

providing cash collateral to DNB Bank ASA (or any other financial institution licensed to operate in Norway) in its capacity as issuer of the statutory financial guarantee pursuant to Norwegian law for the Squeeze Out and/or the Mandatory Offer (if any) if and to the extent collateral in the form of equity commitment letters is not accepted;

(f)

the transaction costs payable by any BidCo Group company in accordance with Clause 18.1 or Clause 18.2, as the case may be; and

(g)

if the Offer completes, an appropriate cash holdback for each BidCo Group company for reasonable ongoing third-party administration costs that BidCo Group is expected to incur in the course of the investment to be determined by the Equity Investor, acting reasonably.

8.2

The Equity Investor Commitment terminates at the time of the termination of this Agreement pursuant to Clause 13, provided that if this Agreement terminates prior to Completion, the Equity Investor Commitment shall survive to the extent Equity Investor is required to pay for Abort Costs.

Determination of the equity funding amounts and funding sequence

8.3

The Equity Investor shall in due time prior to Equity Completion:

(a)

determine the amount of equity cash funding reasonably required by BidCo Group, taking into account the available Acquisition Financing, for BidCo Group to fulfill, among other things, its obligations pursuant to Clauses 8.1(a) through 8.1(g) (such aggregate amount, the Required Equity); and

(b)

determine the date(s) on which the equity funding of the Company by the Equity Investor (Equity Completion) shall take place, provided that Equity Completion shall occur (A) not before the date on which the Offer becomes Unconditional and (B) no later than on the day falling four (4) Business Days prior to Completion. If any portion of the Required Equity is only required to be funded at a later point in time because certain underlying commitments of BidCo Group pursuant to Clauses 8.1(a) through 8.1(g) (other than Clause 8.1(c)) only become due and payable after Completion, the Equity Investor shall, on the terms of the Sponsor BCA, have the right to determine one or more separate funding date(s) for such portion of the Required Equity.

8.4

Promptly after the Equity Investor has made the determination pursuant to Clause 8.3 and no later than 10 Business Days prior to Equity Completion, the Equity Investor shall notify

(a)

Erik of the date of Equity Completion; and

(b)

Erik of any additional details which are required to consummate Equity Completion and the corresponding transactions.

Equity funding

8.5

On Equity Completion, the Equity Investor shall pay the Required Equity (to the extent payable on Equity Completion in accordance with this Clause 8 and received from the Equity Funding Sponsors (pursuant to the Sponsor BCA) to the Company (in accordance with Clause 12) and as consideration for such equity funding, the Company shall issue to the Equity Investor such number of Ordinary Shares that is equal in value to its aggregate amount of equity funding provided, and to the extent the equity funding provided is denominated in US Dollars the equity funding amount shall be valued at the Signing Exchange Rate (such newly issued Ordinary Shares, the New Equity Investor Shares).

8.6

The Equity Investor shall not be required to provide equity funding before the Offer becomes Unconditional except if and to the extent it is required to pay for transaction costs in an Abort.

8.7

Without prejudice to Clause 12.4, the Company shall push down any equity funding, and the BidCo Group companies shall push down any Target shares acquired pursuant to this Agreement, the Offer, any Mandatory Offer, the Squeeze Out, Clause 4 of the Sponsor Transaction Completion Agreement, Clause 4 and Clause 5, the Sven Transaction Completion Agreement, or any other measure taken pursuant to the Erik Transaction Completion Agreement to the appropriate BidCo Group company in the manner provided for in the TSM or in another manner determined by the Equity Investor and not adverse to the tax position of Erik. The Equity Investor shall have the right to determine in good faith the funding and the Target shares push down process, their timing and the appropriate amount of cash funding, or number of Target shares, to be made available to, and/or remain with, each BidCo Group company.

9.

Acquisition Financing

9.1

In addition to the Equity Investor Commitment, the Offer, any separately agreed purchases of Target shares, the Squeeze Out, any Mandatory Offer, any other incidental acquisitions of Target shares by BidCo Group and any measure in accordance with the Erik Transaction Completion Agreement will be financed by certain debt providers pursuant to the fully executed commitment letter dated as of 21 November 2023 (together with all exhibits and schedules thereto, including the related Interim Facilities Agreement (as defined therein), the Debt Commitment Letter) from the lenders party thereto (collectively, the Lenders) pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide debt financing in the amounts set forth therein (the Debt Commitment), and the aggregate amount of debt financing to be provided to BidCo Group for that purpose from time to time, the Acquisition Financing.

9.2

Except as expressly set forth in the Debt Commitment Letter or as would not materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts (as defined below) at Completion, there are no side agreements containing additional conditions precedent to the obligations of the Lenders to provide the Acquisition Financing or that would permit the Lenders to reduce the aggregate principal amount of the Acquisition Financing. The Acquisition Financing, when funded in accordance with the Debt Commitment Letter and taken together with the cash proceeds of the Equity Investor Commitment, when funded in accordance with this Agreement, shall, once converted into the required currencies, provide MidCo 2 with cash proceeds in the amounts sufficient for the satisfaction of (i) all of BidCo Group’s obligations under the Transaction Documents to pay the Offer Price (without giving effect to any increase thereto) at Completion, (ii) any fees and expenses of or payable by the BidCo Group and any Affiliate thereof at Completion, (iii) any other amounts described in Clause 8.1 and (iv) for any repayment or refinancing of any outstanding indebtedness of the Target and/or its subsidiaries under their existing senior facilities agreement and existing senior secured notes, in each case to the extent contemplated by, or required in connection with the transactions described in the Transaction Documents or the Debt Commitment Letter (such amounts, collectively, the Financing Amounts).

9.3

As of the date of this Agreement, except as would not materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts at Completion, Equity Investor has no reason to believe that any of the conditions to the Acquisition Financing contained in the Debt Commitment Letter will not be satisfied on a timely basis or that the Acquisition Financing will not be available to MidCo 2 at Completion.

9.4

To the extent failure to do so would materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts at Completion, the Equity Investor shall use its commercially reasonable efforts to cause each of its subsidiaries to use their commercially reasonable efforts to take all actions within their control which are reasonably necessary, proper or advisable to obtain by Completion funds under the Acquisition Financing sufficient to fund the Financing Amounts at Completion.

9.5

The Equity Investor shall have the right to

(a)

with the prior consent of Erik, procure that BidCo Group takes up additional or alternate Acquisition Financing on terms satisfactory to the Equity Investor;

(b)

negotiate the long form financing documents governing the Debt Commitment and/or any other Acquisition Financing on behalf of the BidCo Group and to procure the conclusion by BidCo Group of such financing documentation;

(c)

procure that MidCo 2 or any other BidCo Group company amends or terminates the Debt Commitment or the definitive documentation relating thereto (provided that any termination, or any amendment which would materially and adversely affect the ability of MidCo 2 to pay the Financing Amounts at Completion, shall only be made with the prior consent of Erik);

(d)

determine the process, timing and details of any marketing or syndication process in respect of the Acquisition Financing, including any related transaction documentation and marketing materials;

(e)

accept the final pricing in relation thereto, provided that if the final pricing is to be increased as a result of syndication to an extent which would exceed the maximum pricing parameters in the Debt Commitment documentation, Erik’s prior consent is required for such increased pricing;

(f)

accept the final documentation terms in relation thereto;

(g)

determine the process, timing and details of any draw down of Acquisition Financing, and determine if and when any BidCo Group company exercises rights or satisfies any obligation under the debt documents governing the Acquisition Financing or take any other action in respect of the Acquisition Financing or the Debt Commitment; and/or

(h)

save as contemplated by paragraphs (a) to (g) above, take or omit to take any other action with respect to the Debt Commitment and the Acquisition Financing,

in each case, unless to the extent such action would be reasonably expected to result in BidCo Group becoming unable to complete the Offer on its terms, or to pay the purchase price for the acquisition of any Target shares separately agreed, when due because of a lack of funding, in which case the relevant action requires the prior consent of Erik.

9.6

Each party shall in good faith reasonably cooperate to implement the Acquisition Financing and provide any reasonable assistance to the Equity Investor in respect of any of the matters referred to in Clause 9.5. Nothing in this Clause 9.6 shall require any party (or any of their respective officers, directors, managers, employees or other representatives) to provide cooperation to the extent it would, or would be reasonably likely to: (a) interfere unreasonably with the business of such party; or (b) require such party to take any action that will conflict with or violate any applicable Laws, contracts, organizational documents or current financing arrangements of such party.

9.7

The parties acknowledge that Lux FinCo will, on or following the date of this Agreement, enter into certain hedging arrangements to hedge BidCo Group’s exposure to foreign exchange rate fluctuations in relation to NOK between entry into the hedging arrangements and Completion.

Part C: Miscellaneous

10.

Obligation to conclude the agreed form SHA

On Completion, each of the SHA Parties that is a party to this Agreement shall enter into the agreed form SHA appended to this Agreement as Schedule 5. The other SHA Parties are required to enter into the SHA on Completion pursuant to the terms of the Other Bid Conduct Agreements.

11.

Warranties

Each party gives certain warranties as set out in Annex C (Warranties) and except for such warranties, no party nor any other person acting on behalf of any such party, makes any representation or warranty, express or implied, to any other party.

12.

Payments

12.1

Subject to Clause 12.4, any payment to be made pursuant to this Agreement to:

(a)

the Company shall be made to the Company Account;

(b)

the Equity Investor shall be made to the Equity Investor Account; and

(c)

any other party shall be made to the account notified by such party to the relevant obligor,

or to such other account or accounts as may be notified by the relevant party at least three (3) Business Days prior to a payment being made.

12.2

Payments under Clause 12.1 shall be in immediately available funds by electronic transfer on the due date for payment. Receipt of the amount due shall be an effective discharge of the relevant payment obligation.

12.3

If any sum due for payment in accordance with this Agreement is not paid on the due date for payment, the person in default shall pay interest on such sum in accordance with the Norwegian act relating to interest on overdue payment of 1976 (Norwegian: forsinkelsesrenteloven).

12.4

At the request of the Equity Investor any payments pursuant to Clauses 8 and 9 shall, be made directly to one or more BidCo Group companies designated by the Equity Investor with the relevant parties entering into appropriate payment direction letters on customary terms, provided that the prior consent of the person making such payment shall be required if such payment would result in any adverse tax consequence for such person, any Affiliate of such person, or any direct or indirect shareholder. To the extent required, the funding and issuance documents to be entered into pursuant to this Agreement shall be amended as appropriate to reflect any such abbreviated way of payment.

13.

Termination

13.1

This Agreement terminates without further notice at the earlier of

(a)

the Offer having been withdrawn or lapsed without all Offer Conditions being met or waived;

(b)

the Offer not having become Unconditional by the Long Stop Date;

(c)

Completion having taken place and (i) if the Acceptance Threshold has been reached, the Squeeze Out and the Delisting having subsequently completed or (ii) if the Acceptance Threshold has been waived and not achieved, any Mandatory Offer and all measures that are implemented by BidCo Group in a Sub-90% Completion Scenario in accordance with the Erik Transaction Completion Agreement have been completed as determined by the Equity Investor (with the prior consent of Erik, if required, pursuant to clause 8.4 of the Erik Transaction Completion Agreement and the SHA);

(d)

the Equity Investor (with the prior consent of Erik) having determined that the Offer will not be launched (due to requests by the OSE or for other reasons);

(e)

any party having validly terminated a Bid Conduct Agreement; and

(f)

the date that is two years after the date hereof,

unless the parties agree otherwise in writing. Except as set forth in Clause 13.2, none of the parties is entitled to unilaterally terminate this Agreement.

13.2

Each of BidCo and Erik shall have the right to unilaterally terminate this Agreement (with effect for all parties) by notice to all other parties within one week upon a Board Statement Change (as defined in the Transaction Agreement) having been within the offer period including any extension made in accordance with clauses 3.3 and 3.6 of the Transaction Agreement, provided that this termination right cannot be exercised after the Offer has become Unconditional.

13.3

The termination of this Agreement shall not:

(a)

relieve any party from any liability or obligation for any matter, undertaking or condition which has not been done, observed or performed by that party before termination;

(b)

affect the Surviving Provisions which shall remain in full force and effect and continue to bind the parties; and

(c)

affect the parties’ accrued rights and obligations at the date of the relevant event.

13.4

Subject to Clause 13.3, the parties shall no longer be bound by any provision of this Agreement as from its termination.

14.

Tax matters

The parties agree that (a) for U.S. federal, and applicable state and local, income tax purposes, (i) the Company shall be classified as a partnership, (ii) each of MidCo 2 and BidCo 1 shall be classified as a corporation, (iii) Dutch TopCo 1 shall be classified as either a disregarded entity (if it has a single owner for U.S. federal income tax purposes) or a partnership (if it has multiple owners for U.S. federal income tax purposes), (iv) each of MidCo and MidCo 1 shall be classified as an entity disregarded as separate from the Company or, if Dutch TopCo 1 is or becomes a partnership, Dutch TopCo 1, (v) each of Lux Finco, Dutch Finco and BidCo shall be classified as an entity disregarded as separate from MidCo 2, and (b) except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, none of them shall take any position inconsistent with such treatment on any tax return, in any tax proceeding, or otherwise. The Company shall make, or shall cause the other BidCo Group companies to make, each entity classification election pursuant to Treasury Regulations Section 301.7701-3(c)(i), if any, that is necessary to achieve the applicable entity classification described in the preceding sentence, in each case, effective on the date of formation of the applicable entity.

15.

Confidentiality

15.1

Each party shall keep confidential and shall not disclose any information:

(a)

which it may have or acquire before, on or after the date of this Agreement in relation to the Transaction; or

(b)

which relates to the contents of, or negotiations leading to, this Agreement or any other Transaction Document

(all such information being Confidential Information).

15.2

Each of the parties shall not:

(a)

copy or reproduce the Confidential Information; or

(b)

use Confidential Information for its own business purposes unrelated to the Transaction.

15.3

The obligations under Clauses  15.1 and 15.2 do not apply to:

(a)

any disclosure of information which is expressly consented to in writing by each of the parties prior to such disclosure being made (or, if the information only relates to one party which is expressly consented to in writing by such party);

(b)

disclosure by a party to any of its Representatives on a “need to know” basis where the recipient, in the reasonable opinion of the disclosing party, requires access to the information for a purpose reasonably incidental to that party’s participation in the Transaction, provided that the relevant party ensures confidential treatment of the disclosed information by such Representative;

(c)

disclosure by a party or any of its Representatives to another party or any of its Representatives;

(d)

disclosure of material information in relation to the Transaction and copies of the Transaction Documents to any of the Sponsors or their Representatives or by any of the Sponsors or their Representatives to any existing or prospective limited partner or investor in its shareholders, including any of the funds invested in it, or to any prospective shareholders, including funds, in the context of fund reorganisations and fund transfers provided that such prospective fund is managed, controlled and/or advised by the same managers, trustees, custodians, nominees and/or general partners as the funds originally invested in the relevant Sponsor, in each case on a confidential basis;

(e)

disclosure of information to the extent required by Law or by any stock exchange or Governmental Authority, or to the extent reasonably required for the purpose of managing the Tax affairs of the relevant party (or any of its Affiliates or its or their direct or indirect shareholders);

(f)

disclosure of information to a lender or other third party fund provider whose primary business is the provision of funding services (or any of their respective external consultants, agents or advisers) of a party or its Affiliates, shareholders and controlling funds, provided that before any such disclosure, the relevant party obtains from such funding provider a confidentiality undertaking on terms no less onerous than the confidential agreement by and between Target and such party (or its affiliates) entered into in connection with the transactions contemplated by this Agreement (each, a Confidentiality Agreement);

(g)

disclosure of information which was or becomes lawfully in the possession of that party or any of its Representatives (in either case as evidenced by written records) without any obligation of confidentiality prior to it being received or held;

(h)

disclosure required for the purposes of any arbitral or judicial proceedings arising out of this Agreement;

(i)

disclosure of any information which has previously become publicly available other than through that party’s fault (or that of any of its Representatives);

(j)

disclosure required pursuant to the terms of this Agreement; or

(k)

any announcement made in accordance with Clause 16 (Announcements).

15.4

The disclosing party shall be responsible for any breach of this Clause 15 by a Representative or other person to whom it provides Confidential Information (unless if the recipient is a party to this Agreement or a Representative of another party, in which case such other party shall be responsible) as if the disclosing party were the party that had breached this Clause 15 or such confidentiality undertaking.

15.5

For the purposes of this Clause 15, a person shall not be deemed to have disclosed Confidential Information to any third party solely by virtue of the fact that a director, officer or employee of any receiving Representative also serves as a director, officer of a third party.

16.

Announcements

16.1

Concurrently with signing of the Transaction Agreement, BidCo Group will make the Bidder Press Release in the form attached to the Transaction Agreement. On or about the date of signing of the Transaction Agreement, Erik will make an announcement in relation to the Transaction consistent with the draft announcement circulated with the parties prior to the date hereof.

16.2

Subject to Clauses 16.1 and 16.3, unless otherwise agreed in writing, no party shall make any announcement or issue any communication in connection with the existence or subject matter of this Agreement or any related transaction document. Nothing in Clause 16.1 or this Clause 16.2 shall prevent (i) a party, a Sponsor, or any of its Affiliates (x) from making statements in the ordinary course of its business about the fact of the party’s participation in the Transaction (including any statement by Erik in relation to its contemplated rollover and the contemplated use of proceeds from the Transaction) and (y) disclosing further details that may be required by investor reporting obligations applicable to the funds and other shareholders invested in any of the Sponsors to such parties on a confidential basis, or (ii) the Equity Investor from procuring the dissemination of customary announcements, press releases, stock exchange notices and/or clearing system notices issued in connection with the Acquisition Financing and/or the repayment, redemption and/or refinancing of any existing debt financing of the Target).

16.3

The restriction in Clause 16.2 shall not apply to the extent that the announcement or communication is required by Law, by any stock exchange or by any Governmental Authority. In this case, the party making the announcement or issuing the communication shall, as far as reasonably practicable and permitted by Law:

(a)

use reasonable endeavours to consult with the other parties in advance as to what form it takes, what it contains and when it is issued;

(b)

take into account the relevant parties’ reasonable requirements; and

(c)

announce and/or disclose (as applicable) only the minimum amount of Confidential Information that is required to be announced and/or disclosed (as applicable) and use reasonable endeavours to assist the relevant parties in respect of any reasonable action that they may take to resist or limit such announcement and/or the issuance of such circular (as applicable).

17.

Notices

17.1

Any notice to be given by one party to another party in connection with this Agreement shall be in writing in English and signed by or on behalf of the party giving it. It shall be delivered by hand, email, registered post or courier using an internationally recognised courier company.

17.2

A notice shall be effective upon receipt and shall be deemed to have been received (irrespective of whether such time falls within working hours):

(a)

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

(b)

at the time it is sent, if sent by email, in which case:

(i)

except as provided in (ii), the time at which an email is sent shall be the time in the London, United Kingdom at the time of sending; and

(ii)

if an email delivery failure notice is received in the sender’s email account immediately after the sender tried to send it, the notice shall be deemed to have been received at the time the sender tried to send it, if the sender also sends the notice to the recipient by hand, registered post or courier within 48 hours of receipt of the email delivery failure notice.

17.3

The addresses and email addresses of the parties for the purpose of Clause 17.1 are set out in Annex D (Party Addresses).

17.4

Each party shall notify the other parties in writing of a change to its details in Annex D (Party Addresses) from time to time, provided that such notice shall only be effective on:

(a)

the date specified in the notice as the date on which the change is to take place; or

(b)

if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date which is the fifth Business Day after notice of any change has been given.

17.5

This Clause 17 does not apply to the formal service of any court or arbitration proceedings.

18.

Transaction Costs

18.1

If the Offer completes, BidCo Group shall bear all transaction costs (including Taxes imposed on members of the BidCo Group) set out in the cost schedule included in Schedule 7 and any other transaction costs which have failed to be included in the costs schedule but are incurred in relation to the Transaction and for the benefit of the Sponsors and Erik and Sven (together) and similar in nature to the costs included in the costs schedule, in each case to the extent these have been actually incurred and are properly documented; provided that, for the avoidance of doubt, any Taxes imposed on a party that is not a member of the BidCo Group in connection with the Transaction shall be borne by such party and not the BidCo Group. To the extent any costs, fees or expenses to be borne by BidCo Group have been incurred by another party and cannot be recharged, BidCo Group shall reimburse such costs, fees or expenses.

18.2

In the event of an Abort, Erik will bear only its own costs in relation to the Term Sheet, this Agreement, any other Transaction Document, and the transactions contemplated thereby.

18.3

Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, none of the parties nor any of their respective Affiliates shall receive any management fees, monitoring fees or other similar fees from any member of BidCo Group.

19.

Obligations of Erik

19.1

Erik is the ultimate parent entity of Erik GmbH and Erik BV. To the extent any obligation of Erik pursuant to this Agreement requires any action, inaction or other measure by Erik GmbH and/or Erik BV (and/or any of their respective subsidiaries), Erik shall cause Erik GmbH and Erik BV (and any of their respective subsidiaries) to act (or not to act) in such manner that is required for Erik, Erik GmbH and Erik BV to comply with its obligations pursuant to this Agreement.

19.2

Each of Erik GmbH and Erik BV acknowledges that all rights in relation to the Offer and the Transaction sit with Erik in its capacity as the ultimate parent company and neither of Erik GmbH and Erik BV has any individual rights in relation to the Offer or the Transaction other than to the extent expressly set out in this Agreement.

20.

Whole agreement

20.1

This Agreement (including the documents referenced herein) and the Transaction Documents set out the whole agreement between the parties in respect of BidCo Group, the Group, the Transaction and the parties’ roles in the Transaction superseding any previous draft, agreement, arrangement or understanding between them (including the Term Sheet), whether in writing or not, relating to it. In particular it is agreed that:

(a)

no party has relied on or shall have any claim or remedy arising under or in connection with any statement, representation, warranty or undertaking, made by or on behalf of any other party (or any of its Representatives) in relation to the subject matter of this Agreement that is not expressly set out in this Agreement or an agreement envisaged to be entered by this Agreement; and

(b)

except for any liability in respect of a breach of this Agreement or any other agreement between any of the parties, no party (nor any of its Representatives) shall owe any duty of care or have any liability in tort or otherwise to any other party (or its respective Representatives) in relation to the subject matter of this Agreement.

20.2

Nothing in Clause 20.1 shall limit any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.

21.

Legal Relationship

21.1

Nothing in this Agreement (or any of the arrangements contemplated by it) is or shall be deemed to constitute a partnership between the parties or any sub-group of parties nor, except as may be expressly set out in it, shall any party be constituted as the agent of the any other party for any purpose. The parties acknowledge and agree that no fiduciary relationship or fiduciary duties shall exist between the parties arising out of or in connection with this Agreement.

21.2

Except as expressly set out in this Agreement, no party is the agent, employee or representative of any other party, and no party has the power to incur any obligations on behalf of, or pledge the credit of, any other party.

22.

Assignment

No party may assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in it, in whole or in part, unless to the extent required in the context of the Acquisition Financing. Any purported assignment in contravention of this Clause  22 shall be void.

23.

Form of consent

Where this Agreement requires the consent of any party, such consent shall only be validly given if made in writing or by email by an authorized representative of such party or by any other person designated by the relevant party as being authorized to provide consent on behalf of the relevant party for purposes of this Agreement.

24.

Variations

24.1

No variation of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all the parties to it (except that an amendment of this Agreement which does not affect the rights and obligations of the Company, BidCo or BidCo 1 does not require such parties’ consent).

24.2

If this Agreement is varied:

(a)

the variation shall not constitute a general waiver of any provisions of this Agreement;

(b)

the variation shall not affect any rights, obligations or liabilities under this Agreement that have already accrued up to the date of variation; and

(c)

the rights and obligations of the parties under this Agreement shall remain in full force and effect, except as, and only to the extent that, they are so varied.

25.

Invalid terms

25.1

Each of the provisions of this Agreement is severable.

25.2

If and to the extent that any provision of this Agreement:

(a)

is held to be, or becomes, invalid or unenforceable under the Law of any jurisdiction; but

(b)

would be valid, binding and enforceable if some part of the provision were deleted or amended,

then the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable. All other provisions of this Agreement shall remain in force.

25.3

The parties shall negotiate in good faith to amend or replace any invalid, void or unenforceable provision with a valid, binding and enforceable substitute provision or provisions, so that, after the amendment or replacement, the commercial effect of the Agreement is as close as possible to the effect it would have had if the relevant provision had not been invalid, void or unenforceable.

26.

Enforceability, rights and remedies

26.1

Any waiver of, or election whether or not to enforce, any right or remedy provided under or pursuant to this Agreement or by Law must be in writing, and no waiver or election shall be inferred from a party’s conduct. Any such waiver shall not be, or be deemed to be, a waiver of any subsequent breach or default.

26.2

Except as expressly provided in this Agreement, no failure or delay by any party in exercising any right or remedy relating to this Agreement or by Law shall impair such right or remedy or operate or be construed as a waiver or variation of it or be treated as an election not to exercise such right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

26.3

The rights and remedies of each of the parties under or pursuant to this Agreement are cumulative, may be exercised as often as such party considers appropriate and are in addition to its rights and remedies under Law.

26.4

A person who is not a party to this Agreement shall have no right to enforce any of its terms.

26.5

Unless expressly provided otherwise in this Agreement, the liability of each of the parties under this Agreement shall be several and not joint and several.

27.

Further assurances

Where any obligation in this Agreement is expressed to be undertaken or assumed by any party, that obligation is to be construed as requiring the party concerned to exercise all rights and powers of control over the affairs of any other person which it is able to exercise (whether directly or indirectly) in order to secure performance of the obligation.

28.

Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

29.

Governing law

This Agreement and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and interpreted in accordance with, Norwegian law.

30.

Dispute Resolution

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Norwegian Arbitration Act 2004 (Norwegian: lov nr. 25/2004, voldgiftsloven). The place of arbitration shall be Oslo, Norway and the language of the arbitration shall be English. The dispute, the arbitration proceedings, the documentation and testimony exchanged during the arbitration and the arbitral award shall be confidential. The parties may also agree in writing to attempt mediation on a case by case basis.

[schedules and signature pages follow]

Annex A – Definitions

1.

Definitions. In this Agreement, the following words and expressions shall have the following meaning:

Abort shall mean a final abort of Project Aurelia following a withdrawal or lapse (without all Offer Conditions being met or waived) of the Offer;

Abort Costs has the meaning given in the Sponsor BCA;

Acceptance Threshold shall mean the minimum acceptance threshold of the Offer which is an Offer Condition (entitled “Minimum Acceptance”) pursuant to Appendix 1, paragraph entitled “conditions for the completion of the Offer”, sub-paragraph (i) “Minimum Acceptance” of the Transaction Agreement;

Acquisition Financing has the meaning given in Clause 9.1;

Affiliate means, in relation to any person (the relevant person):

(a)

any person Controlled by the relevant person (whether directly or indirectly);

(b)

any person Controlling (directly or indirectly) the relevant person;

(c)

any person Controlled (whether directly or indirectly) by any person Controlling the relevant person,

but in respect of

(i)

any party and/or its other Affiliates, shall exclude the members of the Group; and

(ii)

any of the Sponsors and/or its other Affiliates, shall exclude any affiliated funds which are not invested in the relevant party from time to time and any portfolio company of such funds and/or the funds invested in the relevant person;

Agreement means this investment agreement;

BidCo has the meaning given in the parties section;

BidCo 1 has the meaning given in the parties section;

BidCo Group has the meaning given in Recital (B);

Bjoern has the meaning given in the parties section;

Business Day means a day other than a Saturday or Sunday or public holiday in Norway, England, the Netherlands, Luxembourg and the United States on which banks generally are open in Oslo, London, Amsterdam, Luxembourg and New York City for general commercial business;

Cash Consideration shall mean a cash price per Target share equal to the Offer Price;

Company has the meaning given in the parties section;

Company Account shall mean a bank account of the Company to be notified to the other parties in accordance with this Agreement;

Completion shall mean the completion of the Offer;

Concert Person has the meaning given in Clause 7;

Confidential Information has the meaning given in Clause  15.1;

Confidentiality Agreement has the meaning given in Clause 15.3(f);

Control means, in relation to any person, being:

(a)

entitled to exercise, or control the exercise of (directly or indirectly) more than 50 per cent. of the voting power at any general meeting of the shareholders, members or partners or other equity holders (and including, in the case of a limited partnership, of the limited partners of) in respect of all or substantially all matters falling to be decided by resolution or meeting of such persons; or

(b)

entitled (including by virtue of the provisions contained in the constitutional documents of the controlled person or pursuant to applicable governance rights or delegated authority in respect of such controlled person) to appoint or remove or control the appointment or removal of:

(i)

directors on the controlled person’s board of directors or its other governing body (or, in the case of a limited partnership, of the board or other governing body of its general partner) who are able (in the aggregate) to exercise more than 50 per cent. of the voting power at meetings of that board or governing body in respect of all or substantially all matters; and/or

(ii)

any managing member of such controlled person;

(iii)

in the case of a limited partnership, its general partner;

(c)

entitled to exercise a dominant influence over the controlled person (otherwise than solely as a fiduciary) by virtue of the provisions contained in its constitutional documents or, in the case of a trust, trust deed pursuant to applicable governance rights or delegated authority in respect of such controlled person or pursuant to an agreement with other shareholders, partners, members or beneficiaries of the controlled person,

and Controller, Controlled, and Controlling, shall be construed accordingly;

Debt Commitment has the meaning given in Clause 9.1;

Debt Commitment Letter has the meaning given in Clause 9.1;

Debt Push Down Measures means the measures specifically described on a step-by-step basis in Section 4 “Alternative financing structure where <90% of Target acquired through VTO/MTO” and specifically described in Appendix G “post completion cash reparation and debt service structure” of the TSM;

Delisting shall mean the delisting of the Target;

Dutch Finco means Aurelia Netherlands Finco B.V. incorporated under the laws of the Netherlands (registered number 91832454), whose registered office is at Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands;

Dutch TopCo 1 means Aurelia Netherlands Topco 1 B.V. incorporated under the laws of the Netherlands (registered number 91823056), whose registered office is at Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands;

Equity Completion has the meaning given in Clause 8.3(b);

Equity Funding Sponsors means each Sponsor other than Peter I;

Equity Investor has the meaning given in the parties section;

Equity Investor Account shall mean a bank account of the Equity Investor to be notified to the other parties in accordance with this Agreement;

Equity Investor Commitment has the meaning given to it in the Sponsor BCA;

Erik has the meaning given in the parties section;

Erik BV has the meaning given in the parties section;

Erik GmbH has the meaning given in the parties section;

Erik Transaction Completion Agreement has the meaning given in Recital (F);

Excluded Concert Persons means, in relation to a party (the Relevant Party):

(a)

any other party;

(b)

any Concert Person that qualifies as a Concert Person of the Relevant Party only due to the fact that another party has entered into this Agreement or any other Transaction Document;

(c)

the Equity Investor, each BidCo Group company and each Group company;

Financing Amounts has the meaning given in Clause 9.2;

Free Float Rollover has the meaning given in Clause 4.2;

Governmental Authority means:

(a)

the government of any jurisdiction (or any political or administrative subdivision thereof), whether provincial, state or local, and any department, ministry, agency, instrumentality, court, central bank or other authority thereof, including any entity directly or indirectly owned or controlled thereby;

(b)

any public international organisation or supranational body (including the European Union) and its institutions, departments, agencies and instrumentalities; and

(c)

any quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, Tax or other governmental or quasi-governmental authority;

Group shall mean the Target and its direct and indirect subsidiaries;

Gunnar means General Atlantic AX B.V. incorporated under the laws of the Netherlands (registered number 90455584), whose registered office is at Prinsengracht 769, 1017 JZ Amsterdam, the Netherlands;

Incremental Share Purchase Notice has the meaning given in the SHA, and such notice can, for the avoidance of doubt, already be given at any time prior to Completion;

Law means any applicable statute, law, rule, regulation, guideline, ordinance, code, policy or rule of common law issued, administered or enforced by any Governmental Authority, or any judicial or administrative interpretation thereof including the rules of any stock exchange;

Lenders has the meaning given in Clause 9.1;

Long Stop Date means the Drop-dead Date (as defined in the Transaction Agreement) as extended in accordance with applicable Laws;

Lux FinCo means Aurelia Luxembourg Finco S.à r.l. incorporated under the laws of the Grand Duchy of Luxembourg (registered number B281439), whose registered office is at 15, Bd F. W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg;

Mandatory Offer shall mean a mandatory offer to the remaining shareholder of the Target in accordance with Section 6-1 of the Norwegian Securities Trading Act;

Midco means Aurelia Netherlands Midco B.V. incorporated under the laws of the Netherlands (registered number 91827353), whose registered office is at Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands;

Midco 1 means Aurelia Netherlands Midco 1 B.V. incorporated under the laws of the Netherlands (registered number 91829186), whose registered office is at Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands;

MidCo 2 has the meaning given in Recital (B);

New Equity Investor Shares has the meaning given in Clause 8.5;

Offer has the meaning given in Recital (C);

Offer Announcement has the meaning given in Clause 3.1;

Offer Approval has the meaning given in Clause 3.2(c);

Offer Conditions has the meaning given in Clause 4.3;

Offer Document has the meaning given in 4.5;

Offer Period has the meaning given in the Transaction Agreement;

Offer Period Extension has the meaning given in Clause 5.4;

Offer Price has the meaning given in Clause 4.1;

Offer Process has the meaning given in Clause 3.2;

Offer Terms has the meaning given in Clause 3.2(d);

Ordinary Shares shall mean ordinary shares in the Company with a nominal value of EUR 1.00 each;

OSE means the Oslo Stock Exchange (Oslo Børs);

Other Bid Conduct Agreements means the bid conduct agreement between Equity Investor and Sven, among other parties entered into concurrently with this Agreement and the Sponsor BCA;

parties means the parties to this Agreement from time to time;

Peter I means Astinlux Finco S.à r.l. incorporated under the laws of the Grand Duchy of Luxembourg (registered number B257369), whose registered office is at 488, route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg;

Peter II means Permira VIII Investment Platform Limited incorporated under the laws of England and Wales (registered number 13744657), whose registered office is at 80 Pall Mall, London, SW1Y 5ES, United Kingdom;

Regulatory Clearances shall mean the regulatory clearances in relation to which filings shall be made in the context of the Offer set forth in Appendix 4 of the Transaction Agreement;

Relevant Regulatory Authority has the meaning given in Annex B2.1;

Remedy has the meaning given in Annex B2.1;

Representative means, in relation to a party, any Affiliate of that party and any director, officer, employee, agent, consultant, adviser or representative of that party or any of its Affiliates including in respect of each Sponsor the funds indirectly invested in such Sponsor, such funds’ managers, trustees, custodians, nominees, general partners, investment advisers, investment committees and their Affiliates and their and their Affiliates’ directors, officers, employees, agents, consultants, advisers and representative, in each case from time to time;

Required Equity has the meaning given in Clause 8.3(a);

SHA shall mean the shareholders agreement in relation to the Company to be entered into by, among others, the SHA Parties, pursuant to Clause 10 (Obligation to conclude the agreed form SHA) hereof in the agreed form attached hereto as Schedule 5;

SHA Parties shall mean the persons set out in the parties section of the agreed form shareholders agreement attached hereto as Schedule 5;

Share Consideration shall mean depository receipts of equivalent value issued by an aggregator vehicle (a Dutch STAK (stichting administratiekantoor)) invested in Dutch Topco 1 B.V. as further set out in Schedule 2 (Rollover Term Sheet);

Signing Exchange Rate means the following exchange rates, as applicable,

(a)

a EUR/NOK exchange rate of: 11.7398294117647; or

(b)

a EUR/USD exchange rate of: 1.09277058823529.

Sponsor means each of Peter I, Peter II, Bjoern, Gunnar and Torben;

Sponsor BCA means the bid conduct agreement between Equity Investor and Peter I, among other parties, in each case entered into concurrently with this Agreement;

Sponsor SHA means the shareholders agreement in relation to the Equity Investor entered into by, among others, all Sponsors;

Squeeze Out shall mean a squeeze out of the minority shareholders in the Target;

Sub-90% Completion Scenario has the meaning given in Clause 5.4;

Sub-90% Mitigation Measures means the measures specifically described on a step-by-step basis in Section 5 “Post-completion steps where <90% is acquired” of the TSM;

Surviving Provisions means Clause 8.2, Clause 12 (Payments), Clause  13 (Termination), Clause 15 (Confidentiality), Clause 16 (Announcements), Clause  17 (Notices), Clause 18 ( Transaction Costs), 19 (Obligations of Erik), Clause  20 (Whole agreement), Clause 21 (Legal Relationship), Clause  22 (Assignment), Clause 24 (Variations), Clause 25 (Invalid terms), Clause  26 (Enforceability, rights and remedies), Clause  27 (Further assurances), Clause 29 (Governing law) and Clause 30 (Dispute Resolution);

Sven means Schibsted ASA;

Target means Adevinta ASA;

Tax includes (a) taxes on gross or net income, profits and gains, and (b) all other taxes, levies, duties, imposts, charges and withholdings of any nature, including any excise, property, value added, sales, stamp, transfer, franchise or payroll taxes (including national insurance or social security contributions), the clawback or other recovery of any credit or other amount previously paid by a Tax authority, and any payment which the relevant person may be or become bound to make to any person as a result of the discharge by that person of any tax which the relevant person has failed to discharge, together with all penalties, charges, fees and interest relating to any of the foregoing or to any late or incorrect return in respect of any of them, and regardless of whether such taxes, levies, duties, imposts, charges, withholdings, penalties and interest are chargeable directly or primarily against or attributable directly or primarily to the relevant person or any other person and of whether any amount in respect of them is recoverable from any other person;

Term Sheet means the Project Aurelia non-binding term sheet dated 24 August 2023;

Torben means TCV Aurelia Holdings, L.P. incorporated under the laws of the Cayman Islands (registered number 124888), whose registered office is at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands;

Transaction means the Offer and subsequent Mandatory Offer (if any), Squeeze Out, Delisting and any related and incidental actions and measures including those provided for in this Agreement or the Transaction Completion Agreements;

Transaction Agreement shall have the meaning given to it in Recital (E);

Transaction Completion Agreements shall mean (i) the Erik Transaction Completion Agreement, (ii) the transaction completion agreement entered into concurrently with this Agreement, by and among each of Peter I, Peter II, Bjoern, Gunnar, Torben, the Equity Investor, the Company, BidCo and BidCo 1 and (the Sponsor Transaction Completion Agreement) (iii) the transaction completion agreement entered into concurrently with this Agreement, by and among each of Sven, the Equity Investor, the Company, BidCo and BidCo 1 (the Sven Transaction Completion Agreement), each of which sets out, among other things, certain rights and commitments of the respective relevant parties vis-à-vis BidCo Group;

Transaction Documents means this Agreement, the Other Bid Conduct Agreements, the SHA, the Sponsor SHA, the Transaction Agreement, the Transaction Completion Agreements and any other agreement contemplated to be entered into by any party pursuant to any such agreement;

TSM shall mean the tax structuring memorandum relating to the Transaction prepared by E&Y dated 20 November 2023 and provided to each party prior to the date hereof; and

Unconditional means all Offer Conditions having become satisfied, or having been waived on the terms of this Agreement and the Transaction Agreement, such that BidCo is required to complete the Offer, except for the fact that certain Offer Conditions shall remain satisfied until Completion.

2.

Interpretation. In this Agreement, unless the context otherwise requires:

(a)

headings do not affect the interpretation of this Agreement; the singular shall include the plural and vice versa; and references to one gender include all genders;

(b)

references to an English legal term or concept will, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;

(c)

references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (in any case, whether or not it has separate legal personality);

(d)

any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e)

if there is any inconsistency between any definition set out in this Schedule and a definition set out in any Clause or any other Schedule, then, for the purposes of construing that Clause or Schedule, the definition set out in that Clause or Schedule shall prevail.

3.

References to this Agreement include the recitals and any Schedules. The Schedules comprise schedules to this Agreement and form part of this Agreement.

Annex B – Conduct in relation to Regulatory Clearances

1.

General obligations

1.

BidCo (and/or any other party which is required to make notifications or filings in relation to the relevant Regulatory Clearances jointly with BidCo) shall:

(a)

promptly after the date of this Agreement make all requisite notifications and filings required for obtaining the Regulatory Clearances;

(b)

promptly make any additional submissions to any relevant authority as and when required to promptly obtain the Regulatory Clearances;

(c)

without prejudice to any other obligations in this Schedule, use reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to prepare the filing of all forms, applications, registrations, notifications and notices required to obtain the Regulatory Clearances as soon as reasonably possible after the date hereof (subject to the limitations in Annex B 2.3 in relation to the acceptance of Remedies);

(d)

promptly upon receipt

(i)

notify the advisers of Erik of any material communications with or from any such authority relating to any Regulatory Clearance; and

(ii)

provide the advisers of Erik with copies (or, in the case of non-written communications, details) of any such material communications;

(e)

provide the advisers of Erik with a draft of all submissions, notifications, filings and other material communications in relation to Regulatory Clearances at such time as will allow such advisers a reasonable opportunity to provide comments and for BidCo to take account of any reasonable comments on such drafts prior to their submission;

(f)

where permitted by the relevant governmental entity, allow one person nominated by Erik to attend all substantive meetings (if any) with the relevant governmental entity to each individually represent such party’s interests in such meeting; and

(g)

notify Erik immediately upon becoming aware that:

(i)

circumstances have arisen that could result in any of the Regulatory Clearances not being satisfied before the Long Stop Date, together with such details of the relevant circumstances as are available at the relevant time; or

(ii)

any of the Regulatory Clearances has been obtained.

2.

Erik shall:

provide BidCo (and/or any other party which is required to make notifications or filings in relation to the relevant Regulatory Clearances jointly with BidCo) with all reasonably requested information relating to, and assistance from, Erik and its Affiliates that is required for BidCo (and/or any other party notifying or filing jointly with BidCo) to:

(a)

make complete and accurate notifications and filing(s) in relation to any Regulatory Clearance; or

(b)

provide any relevant governmental authority with such information and/or make any additional complete and accurate submissions as such governmental authority requests or requires to be provided in relation to the Regulatory Clearances.

3.

No party shall make, and each party shall procure that none of its Affiliates makes, any notification, filing or submission in relation to the Transaction without obtaining the prior consent of the Equity Investor (both as to the making of it and as to its form and content) and, to the extent such notification, filing or submission includes information relating to, or the name of Erik, Erik GmbH or Erik BV, also with the consent of Erik.

4.

Erik undertakes that it shall not, and shall procure that none of its Affiliates, either alone or acting in concert with others:

(a)

acquire or offer to acquire (or cause another person acting on its behalf to acquire or offer to acquire); or

(b)

execute definitive transaction documentation (or cause another person acting on its behalf to execute definitive transaction documentation) that, if carried into effect, would result in the acquisition of,

a business the acquisition of which might reasonably be expected to materially prejudice or materially delay obtaining of any of the Regulatory Clearances.

5.

If any information to be provided pursuant to this Schedule is confidential, commercially sensitive or financial information, such information shall only be required to be disclosed

(a)

to the extent strictly necessary to ensure that the Regulatory Clearances are promptly obtained; and

(b)

on a confidential, counsel-to-counsel basis (save for any required disclosure to governmental authorities in relation to the Regulatory Clearances).

2.

Other obligations

1.

If it becomes reasonably apparent to BidCo (and/or any other party notifying or filing jointly with BidCo) (who shall inform Erik of this fact together with any other relevant details) that any governmental entity (the Relevant Regulatory Authority) will only grant a Regulatory Clearance subject to any conditions, undertakings and/or commitments or similar measures, the Equity Investor shall determine, upon consultation with Erik, whether the Equity Investor would be willing to offer or accept any condition, undertaking and/or commitments or similar measures (a Remedy) to any Relevant Regulatory Authority to obtain Regulatory Clearance(s). BidCo (and the relevant other party that has made the filing jointly with BidCo) shall, upon the instruction of the Equity Investor and subject to Law:

(a)

offer, negotiate and, where relevant accept, any Remedy so proposed by the Equity Investor relating to the Group and/or BidCo Group; and/or

(b)

offer, negotiate and, where relevant accept, any Remedy so proposed by the Equity Investor relating to Erik (or any of Erik’s Affiliates) but only if Erik approves (in its absolute discretion) such Remedy being offered, negotiated and accepted.

2.

The parties acknowledge that the regulatory Offer Condition as set forth in Appendix 1, paragraph entitled “Conditions for completion of the Offer”, sub-paragraph (iii) of the Transaction Agreement requires unconditional clearance by all relevant governmental authorities. If and to the extent

(a)

any Regulatory Clearance(s) is granted subject to Remedies and such Remedies are accepted in accordance with Part B Clause 1 (an Approved Conditional Clearance);

(b)

all Regulatory Clearances other than Approved Conditional Clearance(s) have been obtained; and

(c)

the regulatory Offer Condition is not satisfied because the Approved Conditional Clearance(s) do not qualify as an unconditional clearance,

each party shall at the request of the Equity Investor provide its consent to a waiver of the relevant Offer Condition pursuant to Clause 5.2. BidCo shall issue a customary notification to the market in relation to the relevant Offer Condition once all Regulatory Clearances have been obtained (including, if applicable, as an Approved Conditional Clearance).

3.

If it becomes reasonably apparent to BidCo (and/or any other party which is required to make notifications or filings in relation to the relevant Regulatory Clearances jointly with BidCo) that any Regulatory Clearance can only be obtained subject to a Remedy, the relevant party/-ies shall offer, negotiate and, where relevant, accept any commercially reasonable Remedy relating to the Group and/or BidCo Group in accordance with Clause 1 of this Part B.

3.

Miscellaneous

1.

The provisions of this Schedule shall also apply in respect of any other proceeding comparable to any Regulatory Clearance which is initiated by any governmental authority prior to Completion and the outcome of which could impede or impair the consummation of the Transaction (provided that it shall not apply for the benefit of any party that initiated (or whose Affiliate has initiated) any such proceeding in breach of Part A Clause 3 of this Schedule).

Annex C – Warranties

Each party severally, and not jointly (or jointly and severally), warrants to each other party as of the date of this Agreement and as of Equity Completion:

1.1

it is a body corporate duly incorporated and validly existing under the laws of the place of its incorporation;

1.2

it has the legal right and the full corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other agreements to be entered into by it pursuant to this Agreement;

1.3

except for the Regulatory Clearances, it has obtained all authorisations and all other applicable governmental, statutory, regulatory or other consents, clearances, approvals, licences, waivers or exemptions required to empower it to enter into and to perform its obligations under this Agreement (and the other agreements to be entered into by it pursuant to this Agreement) and for this Agreement and such other agreements to be duly and validly authorised, executed and delivered by it;

1.4

the execution, delivery and performance of this Agreement and the other agreements to be entered into pursuant to this Agreement have been properly authorised by it and does not, and shall not:

(a)

contravene any existing Law applicable to it; or

(b)

breach the terms of its constitutional documents or by-laws;

1.5

this Agreement and the other agreements to be entered into pursuant to this Agreement constitute a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy and the receipt of any share consideration pursuant to this Agreement by the relevant party is in compliance with any applicable securities law;

1.6

there are no actions, claims, proceedings or investigations pending or to the best of its knowledge threatened against it or by it that may have a material adverse effect on its ability to perform its obligations under this Agreement or the other agreements to be entered into pursuant to this Agreement;

1.7

it is not insolvent or bankrupt under the Laws of its jurisdiction of incorporation, or otherwise unable to pay its debts, there are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning it and no events have occurred which would justify such proceedings, nor have steps been taken to enforce any security over any of its assets and no event has occurred to give the right to enforce such security where, in either case, any such step or event would affect its ability to enter into or perform its obligations under this Agreement; and

1.8

it has not relied upon any statement, material or other information given or made by or on behalf of a BidCo Group company or another party or another party’s Representatives that is contrary to the information contained in this Agreement.

Annex D – Party Addresses

1.	Equity Investor	Aurelia UK Feederco Limited Attn: Directors 10th floor, 30 St Mary Axe London, EC3A 8BF United Kingdom Email: assant@blackstone.com, alexander.walsh@blackstone.com
2.	with a copy to:	The Blackstone Group International Partners LLP Attn: Lionel Assant, Angharad Lewis 40 Berkely Square London, W1J 5AL United Kingdom Email: assant@blackstone.com, angharad.lewis@blackstone.com
3.	and with a copy to:	Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Attn: Markus Paul Bockenheimer Anlage 44 60322 Frankfurt am Main Germany Email: markus.paul@freshfields.com
4.	Erik	eBay Inc. Attn: General Counsel 2025 Hamilton Avenue San Jose, CA 95215 United States Email: mhuber@ebay.com
5.	with a copy to:	Wachtell, Lipton, Rosen & Katz Attn: Karessa L. Cain 51 West 52nd Street New York, New York 10019 United States Email: KLCain@wlrk.com

6.	Erik GmbH	eBay International Holding GmbH Attn: General Counsel c/o eBay Inc. 2025 Hamilton Avenue San Jose, CA 95215 United States Email: mhuber@ebay.com
7.	with a copy to:	Wachtell, Lipton, Rosen & Katz Attn: Karessa L. Cain 51 West 52nd Street New York, New York 10019 United States Email: KLCain@wlrk.com
8.	Erik BV	eBay International Management B.V. Attn: General Counsel c/o eBay Inc. 2025 Hamilton Avenue San Jose, CA 95215 United States Email: mhuber@ebay.com
9.	with a copy to:	Wachtell, Lipton, Rosen & Katz Attn: Karessa L. Cain 51 West 52nd Street New York, New York 10019 United States Email: KLCain@wlrk.com
10.	Bjoern	BCP Aurelia Luxco S.à r.l. Attn: John Sutherland 2-4, rue Eugene Ruppert L-2453 Luxembourg Grand Duchy of Luxembourg Email: john@sutherland.lu
11.	with a copy to:	The Blackstone Group International Partners LLP Attn: Lionel Assant, Angharad Lewis 40 Berkely Square London, W1J 5AL United Kingdom Email: assant@blackstone.com, angharad.lewis@blackstone.com

12.	and with a copy to:	Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Attn: Markus Paul Bockenheimer Anlage 44 60322 Frankfurt am Main Germany Email: markus.paul@freshfields.com
13.	Company	Aurelia Netherlands Topco B.V. Attn: Directors Amstelveenseweg 760 1081JK Amsterdam the Netherlands Email: assant@blackstone.com, alexander.walsh@blackstone.com, jelle.vandulken@alterdomus.com, therese.wijnen@alterdomus.com
14.	with a copy to:	The Blackstone Group International Partners LLP Attn: Lionel Assant, Angharad Lewis 40 Berkely Square London, W1J 5AL United Kingdom Email: assant@blackstone.com, angharad.lewis@blackstone.com
15.	and with a copy to:	Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Attn: Markus Paul Bockenheimer Anlage 44 60322 Frankfurt am Main Germany Email: markus.paul@freshfields.com
16.	BidCo	Aurelia Bidco Norway AS Attn: Directors c/o Wikborg Rein Advokatfirma AS Dronning Mauds gate 11 0250 Oslo Norway Email: assant@blackstone.com, alexander.walsh@blackstone.com

17.	with a copy to:	The Blackstone Group International Partners LLP Attn: Lionel Assant, Angharad Lewis 40 Berkely Square London, W1J 5AL United Kingdom Email: assant@blackstone.com, angharad.lewis@blackstone.com
18.	and with a copy to:	Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Attn: Markus Paul Bockenheimer Anlage 44 60322 Frankfurt am Main Germany Email: markus.paul@freshfields.com
19.	and	Wikborg Rein Advokatfirma AS Attn: Dag Erik Rasmussen Dronning Mauds gate 11 P.O. Box 1513 Vika 0117 Oslo Norway Email: der@wr.no
20.	BidCo 1	Aurelia Bidco 1 Norway AS Attn: Directors c/o Wikborg Rein Advokatfirma AS Dronning Mauds gate 11 0250 Oslo Norway Email: assant@blackstone.com, alexander.walsh@blackstone.com
21.	with a copy to:	The Blackstone Group International Partners LLP Attn: Lionel Assant, Angharad Lewis 40 Berkely Square London, W1J 5AL United Kingdom Email: assant@blackstone.com, angharad.lewis@blackstone.com

22.	and with a copy to:	Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Attn: Markus Paul Bockenheimer Anlage 44 60322 Frankfurt am Main Germany Email: markus.paul@freshfields.com
23.	and:	Wikborg Rein Advokatfirma AS Attn: Dag Erik Rasmussen Dronning Mauds gate 11 P.O. Box 1513 Vika 0117 Oslo Norway Email: der@wr.no

Signature

eBay Inc. Date: November 21, 2023 by:
/s/ Jamie Iannone         Name: Jamie Iannone Title: President and Chief Executive Officer
eBay International Holding GmbH Date: November 21, 2023 by:
/s/ Kenneth Ebanks         Name: Kenneth Ebanks Title: President and Managing Officer
eBay International Management B.V. Date: November 21, 2023 by:
/s/ Kenneth Ebanks         Name: Kenneth Ebanks Title: Director A	/s/ Mark Solomons         Name: Mark Solomons Title: Director B

 

 

BCP Aurelia Luxco S.à r.l. Date: November 21, 2023 by:
/s/ John Sutherland         Name: John Sutherland Title: Manager

 

 

Aurelia UK Feederco Limited Date: November 21, 2023 by:
/s/ Lionel Assant         Name: Lionel Assant Title: Director	/s/ Alexander Walsh         Name: Alexander Walsh Title: Director

 

 

Aurelia Netherlands Topco B.V. Date: November 21, 2023 by:
/s/ Lionel Assant         Name: Lionel Assant Title: Director

 

 

Aurelia Bidco Norway AS Date: November 21, 2023 by:
/s/ Lionel Assant         Name: Lionel Assant Title: Chairman of the Board	/s/ Alexander Walsh         Name: Alexander Walsh Title: Board member

 

 

Aurelia Bidco 1 Norway AS Date: November 21, 2023 by:
/s/ Lionel Assant         Name: Lionel Assant Title: Chairman of the Board	/s/ Alexander Walsh         Name: Alexander Walsh Title: Board member

 

 

 Exhibit 2.2

 

 

 

21 November 2023

Aurelia UK Feederco Limited

EBAY INC.

eBay International Holding GmbH

eBay International Management B.V.

BCP Aurelia Luxco S.à r.l.

Aurelia Netherlands Topco B.V.

AURELIA BIDCO NORWAY AS

AURELIA BIDCO 1 NORWAY AS

 

TRANSACTION COMPLETION
AGREEMENT

relating to Project Aurelia

Contents

CLAUSE			PAGE
1.	Commencement and duration		3
2.	Objectives		4
3.	Covenants in relation to the Offer		4
4.	Erik Rollover		4
5.	Erik Cash Sale of Target Shares		5
6.	No push down of certain Target shares into BidCo 1		5
7.	Governance of the Company from Completion		5
8.	Delisting, Squeeze Out, Measures in a Sub-90% Completion Scenario		5
9.	Warranties		7
10.	Payments		7
11.	Termination		7
12.	Tax matters		8
13.	Confidentiality		8
14.	Announcements		10
15.	Notices		10
16.	Transaction Costs		10
17.	Obligations of Erik		11
18.	Whole agreement		11
19.	Legal Relationship		11
20.	Assignment		12
21.	Variations		12
22.	Invalid terms		12
23.	Enforceability, rights and remedies		13
24.	Further assurances		13
25.	Counterparts		13
26.	Governing law		13
27.	Dispute Resolution		13
Annex A – Warranties			14
Annex B – Party Addresses			16
Annex C – Definitions			21

THIS AGREEMENT is dated 21 November 2023

PARTIES:

(1)

AURELIA UK FEEDERCO LIMITED incorporated under the laws of England and Wales (registered number 15245581), whose registered office is at 10th floor, 30 St Mary Axe, London, EC3A 8BF, United Kingdom (Equity Investor);

(2)

eBay Inc. incorporated under the laws of Delaware (I.R.S. Employer Identification No. 77-0430924), whose principal executive office is at 2025 Hamilton Avenue, San Jose, California 95215, United States (Erik);

(3)

EBAY INTERNATIONAL HOLDING GMBH, an indirectly wholly-owned subsidiary of Erik, incorporated under the laws of Switzerland (registered number CHE-262.723.657), whose registered office is at Helvetiastrasse 15-17, 3005 Bern, Switzerland (Erik GmbH);

(4)

eBay International Management B.V., an indirectly wholly-owned subsidiary of Erik, incorporated under the laws of the Netherlands (registered number 71993312), whose registered office is at Stadhouderskade 85, 1054 ES Amsterdam, the Netherlands (Erik BV);

(5)

BCP AURELIA LUXCO S.À R.L. incorporated under the laws of the Grand Duchy of Luxembourg (registered number B281366), whose registered office is at 2-4, rue Eugene Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg (Bjoern);

(6)

AURELIA NETHERLANDS TOPCO B.V. incorporated under the laws of the Netherlands (registered number 91818427), whose registered office is at Amstelveenseweg 760, 1081JK Amsterdam, the Netherlands (the Company);

(7)

AURELIA BIDCO NORWAY AS incorporated under the laws of Norway (registered number 932 213 346), office is at c/o Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11, 0250 Oslo, Norway (pending registration in the Norwegian Registry of Business Enterprises) (BidCo); and

(8)

AURELIA BIDCO 1 NORWAY AS incorporated under the laws of Norway (registered number 932 213 311), registered office is at c/o Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11, 0250 Oslo, Norway (pending registration in the Norwegian Registry of Business Enterprises) (BidCo 1).

Words and expressions used in this agreement (the Agreement) shall be interpreted in accordance with Annex C (Definitions).

WHEREAS:

(A)

The Company is wholly owned by the Equity Investor which in turn is wholly owned by Bjoern.

(B)

The Company directly or indirectly owns all shares in Aurelia Netherlands Midco 2 B.V. (MidCo 2), BidCo and BidCo 1 as well as certain intermediate holding companies as further set out in the structure chart included as Schedule 1 (Holding Structure) (the Company, BidCo 1 and all intermediate holding companies which include MidCo 2 and BidCo together, the BidCo Group).

(C)

BidCo Group has decided to launch a recommended voluntary public takeover offer for all issued and outstanding class A shares (voting shares) in the Target through BidCo Group (the Offer) on the terms of the Bid Conduct Agreements. The Target is listed on the Oslo Stock Exchange (Oslo Børs) (OSE).

(D)

Bjoern, Erik, Erik GmbH, Erik BV, the Equity Investor, the Company, BidCo and BidCo 1 have concurrently with this Agreement entered into a bid conduct agreement setting out each such party’s individual rights and obligations in relation to the Offer and the Offer Process vis-à-vis the Equity Investor and BidCo Group (the Erik Bid Conduct Agreement).

(E)

Erik, indirectly through Erik GmbH and Erik BV, holds 344,975,115 class A shares (the Erik Class A Target Shares) and 59,256,068 class B shares (the Erik Class B Target Shares, and together with the Erik Class A Shares, the Erik Target Shares) in the Target, together equal to approximately 33.0% of all outstanding Target shares.

(F)

Subject to the Offer becoming Unconditional and subject to the terms and conditions of this Agreement and the Erik Bid Conduct Agreement, Erik GmbH and Erik BV intend to transfer, or to cause their applicable respective subsidiaries to transfer, the Erik Target Shares to the BidCo Group in a manner and against such consideration as set out in this Agreement.

(G)

Equity Investor, Erik, Erik GmbH and Erik BV are entering into this Agreement in order to set out the terms governing the aforementioned transfers of the Erik Target Shares and certain other actions connected to the Offer which will only become relevant when the Offer has become Unconditional.

(H)

At Completion, Equity Investor, Erik GmbH and Sven will be the sole shareholders of the Company and the Sponsors will be the sole shareholders of Equity Investor. The Sponsors are contemplated to be the shareholders of Equity Investor in the relative proportions set out in Schedule 4 (Sample cap table calculation). The Equity Investor, Sven and Erik are contemplated to be the shareholders of the Company in the relative proportions set out in Schedule 4 (Sample cap table calculation).

IT IS AGREED:

1.

Commencement and duration

All Clauses and Schedules of this Agreement shall take effect from the later of (i) the date on which the Offer becomes Unconditional and (ii) the end of the Offer Period (as defined in the Transaction Agreement), and shall continue in force and bind the parties to it from time to time until this Agreement is terminated in accordance with Clause 11 (Termination), provided that Clauses 13 through 27 shall take effect from and including the date of this Agreement and shall continue in force and bind the parties to it from time to time until this Agreement is terminated in accordance with Clause 11 (Termination).

2.

Objectives

The parties intend to agree in this Agreement:

(a)

the terms of, and process in relation to, the transfer of the Erik Target Shares to the BidCo Group in the context of the Offer; and

(b)

the terms of, and process in relation to, a potential post-Completion squeeze-out of the minority shareholders in the Target (the Squeeze-Out) and delisting of the Target (the Delisting) and/or a potential mandatory offer to the remaining shareholders in Target in accordance with Section 6-1 of the Norwegian Securities Trading Act (the Mandatory Offer) as well as certain other potential measures to be taken to achieve a Squeeze-Out (or a squeeze out by other means) if required.

3.

Covenants in relation to the Offer

3.1

Each of Erik BV and Erik GmbH shall attend (and shall procure that each of their respective subsidiaries holding Erik Target Shares attends) the shareholders’ meeting of the Target that is contemplated to be held before Equity Completion pursuant to clause 7.5 of the Transaction Agreement and each of them agrees individually and not jointly with BidCo Group, and only with BidCo Group, that each of them shall vote in favour of the agenda points per the Transaction Agreement and the relevant notice to the shareholders’ meeting. The Target board members to be appointed in such shareholders’ meeting shall be agreed with Erik.

3.2

Erik, Erik GmbH and Erik BV agree that all Erik Target Shares will be acquired by the BidCo Group as set out in, and solely on the terms of, this Agreement. In light of this, each of Erik GmbH and Erik BV warrants to BidCo Group, and only to BidCo Group, not to have tendered its (and that their respective subsidiaries have not tendered) Erik Target Shares in the Offer before this Agreement takes effect, and each of them commits individually and not jointly to BidCo Group, and only to BidCo Group, not to tender its (and to procure that none of their respective subsidiaries tender any) Erik Target Shares in the Offer thereafter.

4.

Erik Rollover

4.1

Erik hereby commits to the Company, and only to the Company, to cause Erik GmbH to transfer, and Erik GmbH commits to transfer, at Completion 202,115,591 of the Erik Class A Target Shares (the Erik Rollover Target Shares) to the Company against issuance of new shares in the Company. As consideration for the transfer of the Erik Rollover Target Shares, the Company shall issue to Erik GmbH such number of Ordinary Shares that is equal in value to the Erik Rollover Target Shares valued at NOK 115 per Erik Rollover Target Share at the Signing Exchange Rate (such newly issued shares, the Erik Rollover Shares).

4.2

The Company shall issue the consideration for the Erik Rollover Target Shares on Completion.

4.3

To execute the transactions foreseen by Clauses 4.1 and 4.2, Erik GmbH and the Company shall at Completion enter into rollover documents substantially in the form attached as Schedule 2 (Form of rollover documents).

5.

Erik Cash Sale of Target Shares

5.1

Erik hereby commits to BidCo 1, and only to BidCo 1, to cause Erik BV, Erik GmbH and/or their respective applicable subsidiaries to sell and transfer, and each of Erik BV and Erik GmbH commits to sell and transfer (and/or cause its respective applicable subsidiaries to sell and transfer), at Completion 142,859,524 of the Erik Class A Target Shares and the Erik Class B Target Shares (jointly, the Erik Sale Target Shares) to BidCo 1 against a consideration in the amount of USD 2,163,538,914 (in words: two billion one hundred sixty-three million five hundred thirty-eight thousand nine hundred fourteen US Dollars) (the Erik Cash Purchase Price). The Erik Cash Purchase Price shall be payable by BidCo 1 to Erik in cash at Completion in accordance with Clause 10.

5.2

To execute the transactions foreseen by Clause 5.1, the relevant parties shall at Completion enter into sale and transfer agreements substantially in the form attached as Schedule 3 (Form of sale and transfer documents).

6.

No push down of certain Target shares into BidCo 1

Notwithstanding anything to the contrary in the Erik Bid Conduct Agreement, this Agreement or SHA, the parties agree that the Erik Target Rollover Shares shall in no event be pushed down to BidCo 1 prior to the first anniversary of Completion without the prior consent of Erik. Subject to the preceding sentence, the Equity Investor shall have the right to determine in good faith the Target shares push down process and its timing as further set out in the Erik Bid Conduct Agreement.

7.

Governance of the Company from Completion

7.1

On Completion, Erik, the Equity Investor and the other SHA Parties will, pursuant to the terms of the Bid Conduct Agreements, enter into a separate shareholders’ agreement in relation to the Company regulating their rights and obligations as shareholders in the Company (the SHA).

7.2

Clause 8 includes additional rules for the period post-Completion which relate to the Squeeze Out and the Delisting. To the extent this Agreement includes express rights and obligations relating to the Squeeze Out and the Delisting (and/or any measure taken to facilitate a Squeeze Out and/or a Delisting and/or any measure permitted pursuant to Clause 8) which conflict with any general provision in the SHA, the provisions of this Agreement shall prevail over the SHA.

8.

Delisting, Squeeze Out, Measures in a Sub-90% Completion Scenario

8.1

BidCo Group intends to execute the Squeeze Out and the Delisting as soon as possible after Completion. In order to implement the Squeeze Out and Delisting, it is envisaged that the following steps will be followed:

(a)

BidCo will resolve to conduct the Squeeze-Out, and will arrange a guarantee for the Squeeze-Out settlement from a financial institution permitted to provide such guarantee in Norway;

(b)

BidCo will take over the Target shares held by the remaining minority shareholders in the Target upon the resolution by the Company to conduct the Squeeze-Out;

(c)

the Squeeze-Out consideration will be paid by BidCo;

(d)

the Target’s board will resolve to apply for the Delisting, and corresponding corporate and board amendments to be determined;

(e)

the shareholders of the Target will resolve to apply for the Delisting and certain ancillary measures to be determined such as the conversion of the Target from a public ASA to a private AS and corresponding board amendments; and

(f)

Target will apply for the Delisting to the OSE.

8.2

Should the statutory minimum price payable to minority shareholders of the Target in the context of the Squeeze Out exceed the Offer Price, the Equity Investor shall (with the prior consent of Erik ), if permitted by Law, have the right to delay the implementation of the Squeeze-Out for any period it deems appropriate.

8.3

If as of Completion BidCo Group does not have the aggregate shareholding in the Target which is required to initiate the Squeeze Out and Delisting process because the Acceptance Threshold had been waived in accordance with the Erik Bid Conduct Agreement, BidCo shall procure that a Mandatory Offer is made and completed, provided that any material decisions relating to the Mandatory Offer and the offer process shall require the consent of each of Bjoern and Erik, unless the relevant decision or action has been agreed and/or is otherwise specifically addressed in this Agreement or the Erik Bid Conduct Agreement. If a sufficient level of shareholding in the Target has been reached following such Mandatory Offer, a Squeeze Out and Delisting shall be carried out by following the steps in Clause 8.1, except that the guarantee referred to in Clause 8.1(a) will be replaced by a bank deposit in accordance with section 4-25 (6) of the Norwegian Public Limited Liability Companies Act or section 4-26 (6) of the Norwegian Private Limited Liability Companies Act (as the case may be).

8.4

If the Acceptance Threshold has been waived in accordance with the Erik Bid Conduct Agreement and Completion of the Offer and completion of the Mandatory Offer have resulted in a Sub-90% Completion Scenario, the Equity Investor shall, at any time after prior consent of Erik (which shall not be unreasonably withheld, delayed or conditioned, and provided that such consent shall be deemed given if, at any time, the CFC Cooperation Provisions as defined in Schedule 10 Part B3 to the SHA do not apply (such that, pursuant to Item 5 of Schedule 5 of the SHA, Erik does not have an approval right with respect to a matter in respect of adverse tax impacts), but provided, further, that, for the avoidance of doubt, Erik shall retain its rights with respect to any such action pursuant to item 6 of Schedule 10Part B to the SHA other than any tax impact on Erik or its Affiliates as a result of Erik or its Affiliates being considered a “United States shareholder” (within the meaning of Section 951(b) of the Code) of the Company or any of its subsidiaries), have the right to procure that BidCo Group acquires additional Target shares against cash or in-kind consideration, implements any Sub-90% Mitigation Measure, implements the Debt Push Down Measures and/or takes any alternate measure which facilitates the Squeeze Out (or a squeeze out by different means) and/or a Delisting.

9.

Warranties

Each party gives certain warranties as set out in Annex A (Warranties) and except for such warranties, no party nor any other person acting on behalf of any such party, makes any representation or warranty, express or implied, to any other party.

10.

Payments

10.1

Any payment to be made pursuant to this Agreement to Erik BV, Erik GmbH and any of their respective applicable subsidiaries shall be made to the Erik Account, or to such other account or accounts as may be notified by Erik at least three (3) Business Days prior to a payment being made.

10.2

Payments under Clause 10.1 shall be in immediately available funds by electronic transfer on the due date for payment. Receipt of the amount due shall be an effective discharge of the relevant payment obligation.

10.3

If any sum due for payment in accordance with this Agreement is not paid on the due date for payment, the person in default shall pay interest on such sum in accordance with the Norwegian act relating to interest on overdue payment of 1976 (Norwegian: forsinkelsesrenteloven).

11.

Termination

11.1

This Agreement terminates without further notice at the time any of the Bid Conduct Agreements terminates pursuant to its terms, unless Erik and the Equity Investor agree otherwise in writing. None of the parties is entitled to unilaterally terminate this Agreement.

11.2

The termination of this Agreement shall not:

(a)

relieve any party from any liability or obligation for any matter, undertaking or condition which has not been done, observed or performed by that party before termination;

(b)

affect the Surviving Provisions which shall remain in full force and effect and continue to bind the parties; and

(c)

affect the parties’ accrued rights and obligations at the date of the relevant event.

11.3

Subject to Clause 11.2, the parties shall no longer be bound by any provision of this Agreement as from its termination.

12.

Tax matters

The parties agree that it is intended that, for U.S. federal, and applicable state and local, income Tax purposes, (i) the transfer of the Erik Target Rollover Shares by Erik GmbH to the Company in exchange for the Erik Rollover Shares qualifies as a contribution described in Section 721(a) of the Internal Revenue Code of 1986, as amended, (the Code), and (ii) the sale of the Erik Sale Target Shares by Erik BV, Erik GmbH and/or their respective applicable subsidiaries to BidCo 1 for the Erik Cash Purchase Price shall be treated as a taxable sale or exchange described in Section 1001 of the Code, and except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, none of them shall take any position inconsistent with such treatment on any tax return, in any tax proceeding, or otherwise.

13.

Confidentiality

13.1

Each party shall keep confidential and shall not disclose any information:

(a)

which it may have or acquire before, on or after the date of this Agreement in relation to the Transaction; or

(b)

which relates to the contents of, or negotiations leading to, this Agreement or any other Transaction Document

(all such information being Confidential Information).

13.2

Each of the parties shall not:

(a)

copy or reproduce the Confidential Information; or

(b)

use Confidential Information for its own business purposes unrelated to the Transaction.

13.3

The obligations under Clauses  13.1 and 13.2 do not apply to:

(a)

any disclosure of information which is expressly consented to in writing by each of the parties prior to such disclosure being made (or, if the information only relates to one party which is expressly consented to in writing by such party);

(b)

disclosure by a party to any of its Representatives on a “need to know” basis where the recipient, in the reasonable opinion of the disclosing party, requires access to the information for a purpose reasonably incidental to that party’s participation in the Transaction, provided that the relevant party ensures confidential treatment of the disclosed information by such Representative;

(c)

disclosure by a party or any of its Representatives to another party or any of its Representatives;

(d)

disclosure of material information in relation to the Transaction and copies of the Transaction Documents to any of the Sponsors or their Representatives or by any of the Sponsors or their Representatives to any existing or prospective limited partner or investor in its shareholders, including any of the funds invested in it, or to any prospective shareholders, including funds, in the context of fund reorganisations and fund transfers provided that such prospective fund is managed, controlled and/or advised by the same managers, trustees, custodians, nominees and/or general partners as the funds originally invested in the relevant Sponsor, in each case on a confidential basis;

(e)

disclosure of information to the extent required by Law or by any stock exchange or Governmental Authority, or to the extent reasonably required for the purpose of managing the Tax affairs of the relevant party (or any of its Affiliates or its or their direct or indirect shareholders);

(f)

disclosure of information to a lender or other third party fund provider whose primary business is the provision of funding services (or any of their respective external consultants, agents or advisers) of a party or its Affiliates, shareholders and controlling funds, provided that before any such disclosure, the relevant party obtains from such funding provider a confidentiality undertaking on terms no less onerous than the confidential agreement by and between Target and such party (or its affiliates) entered into in connection with the transactions contemplated by this Agreement (each, a Confidentiality Agreement);

(g)

disclosure of information which was or becomes lawfully in the possession of that party or any of its Representatives (in either case as evidenced by written records) without any obligation of confidentiality prior to it being received or held;

(h)

disclosure required for the purposes of any arbitral or judicial proceedings arising out of this Agreement;

(i)

disclosure of any information which has previously become publicly available other than through that party’s fault (or that of any of its Representatives);

(j)

disclosure required pursuant to the terms of this Agreement; or

(k)

any announcement made in accordance with Clause 14 (Announcements).

13.4

The disclosing party shall be responsible for any breach of this Clause 13 by a Representative or other person to whom it provides Confidential Information (unless if the recipient is a party to this Agreement or a Representative of another party, in which case such other party shall be responsible) as if the disclosing party were the party that had breached this Clause 13 or such confidentiality undertaking.

13.5

For the purposes of this Clause 13, a person shall not be deemed to have disclosed Confidential Information to any third party solely by virtue of the fact that a director, officer or employee of any receiving Representative also serves as a director, officer of a third party.

14.

Announcements

Save as permitted under the Erik Bid Conduct Agreement, no party shall make an announcement in relation to the Transaction or any transactions contemplated by this Agreement.

15.

Notices

15.1

Any notice to be given by one party to another party in connection with this Agreement shall be in writing in English and signed by or on behalf of the party giving it. It shall be delivered by hand, email, registered post or courier using an internationally recognised courier company.

15.2

A notice shall be effective upon receipt and shall be deemed to have been received (irrespective of whether such time falls within working hours):

(a)

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

(b)

at the time it is sent, if sent by email, in which case:

(i)

except as provided in (ii) , the time at which an email is sent shall be the time in the London, United Kingdom at the time of sending; and

(ii)

if an email delivery failure notice is received in the sender’s email account immediately after the sender tried to send it, the notice shall be deemed to have been received at the time the sender tried to send it, if the sender also sends the notice to the recipient by hand, registered post or courier within 48 hours of receipt of the email delivery failure notice.

15.3

The addresses and email addresses of the parties for the purpose of Clause 15.1 are set out in Annex B (Party Addresses).

15.4

Each party shall notify the other parties in writing of a change to its details in Annex B (Party Addresses) from time to time, provided that such notice shall only be effective on:

(a)

the date specified in the notice as the date on which the change is to take place; or

(b)

if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date which is the fifth Business Day after notice of any change has been given.

15.5

This Clause 15 does not apply to the formal service of any court or arbitration proceedings.

16.

Transaction Costs

Save as provided for in the Erik Bid Conduct Agreement, each party shall bear its own costs in relation to this Agreement and the transactions contemplated herein.

17.

Obligations of Erik

17.1

Erik is the parent entity of Erik GmbH and Erik BV. To the extent any obligation of Erik pursuant to this Agreement requires any action, inaction or other measure by Erik GmbH and/or Erik BV (and/or any of their respective subsidiaries), Erik shall cause Erik GmbH and Erik BV (and any of their respective subsidiaries) to act (or not to act) in such manner that is required for Erik, Erik GmbH and Erik BV to comply with its obligations pursuant to this Agreement.

17.2

Each of Erik GmbH and Erik BV acknowledges that all rights in relation to the Offer and the Transaction sit with Erik in its capacity as parent company and neither of Erik GmbH and Erik BV has any individual rights in relation to the Offer or the Transaction other than to the extent expressly set out in this Agreement.

18.

Whole agreement

18.1

This Agreement (including the documents referenced herein) and the Transaction Documents set out the whole agreement between the parties in respect of BidCo Group, the Group, the Transaction and the parties’ roles in the Transaction superseding any previous draft, agreement, arrangement or understanding between them (including the Term Sheet), whether in writing or not, relating to it. In particular it is agreed that:

(a)

no party has relied on or shall have any claim or remedy arising under or in connection with any statement, representation, warranty or undertaking, made by or on behalf of any other party (or any of its Representatives) in relation to the subject matter of this Agreement that is not expressly set out in this Agreement or an agreement envisaged to be entered by this Agreement; and

(b)

except for any liability in respect of a breach of this Agreement or any other written agreement between any of the parties, no party (nor any of its Representatives) shall owe any duty of care or have any liability in tort or otherwise to any other party (or its respective Representatives) in relation to the subject matter of this Agreement.

18.2

Nothing in Clause 18.1 shall limit any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.

19.

Legal Relationship

19.1

Nothing in this Agreement (or any of the arrangements contemplated by it) is or shall be deemed to constitute a partnership between the parties or any sub-group of parties nor, except as may be expressly set out in it, shall any party be constituted as the agent of any other party for any purpose. The parties acknowledge and agree that no fiduciary relationship or fiduciary duties shall exist between the parties arising out of or in connection with this Agreement.

19.2

Except as expressly set out in this Agreement, no party is the agent, employee or representative of any other party, and no party has the power to incur any obligations on behalf of, or pledge the credit of, any other party.

20.

Assignment

No party may assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in it, in whole or in part, unless to the extent required in the context of the Acquisition Financing. Any purported assignment in contravention of this Clause  20 shall be void.

21.

Variations

21.1

No variation of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all the parties to it (except that an amendment of this Agreement which does not affect the rights and obligations of the Company, BidCo or BidCo 1 does not require such parties’ consent).

21.2

If this Agreement is varied:

(a)

the variation shall not constitute a general waiver of any provisions of this Agreement;

(b)

the variation shall not affect any rights, obligations or liabilities under this Agreement that have already accrued up to the date of variation; and

(c)

the rights and obligations of the parties under this Agreement shall remain in full force and effect, except as, and only to the extent that, they are so varied.

22.

Invalid terms

22.1

Each of the provisions of this Agreement is severable.

22.2

If and to the extent that any provision of this Agreement:

(a)

is held to be, or becomes, invalid or unenforceable under the Law of any jurisdiction; but

(b)

would be valid, binding and enforceable if some part of the provision were deleted or amended,

then the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable. All other provisions of this Agreement shall remain in force.

22.3

The parties shall negotiate in good faith to amend or replace any invalid, void or unenforceable provision with a valid, binding and enforceable substitute provision or provisions, so that, after the amendment or replacement, the commercial effect of the Agreement is as close as possible to the effect it would have had if the relevant provision had not been invalid, void or unenforceable.

23.

Enforceability, rights and remedies

23.1

Any waiver of, or election whether or not to enforce, any right or remedy provided under or pursuant to this Agreement or by Law must be in writing, and no waiver or election shall be inferred from a party’s conduct. Any such waiver shall not be, or be deemed to be, a waiver of any subsequent breach or default.

23.2

Except as expressly provided in this Agreement, no failure or delay by any party in exercising any right or remedy relating to this Agreement or by Law shall impair such right or remedy or operate or be construed as a waiver or variation of it or be treated as an election not to exercise such right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

23.3

The rights and remedies of each of the parties under or pursuant to this Agreement are cumulative, may be exercised as often as such party considers appropriate and are in addition to its rights and remedies under Law.

23.4

A person who is not a party to this Agreement shall have no right to enforce any of its terms..

23.5

Unless expressly provided otherwise in this Agreement, the liability of each of the parties under this Agreement shall be several and not joint and several.

24.

Further assurances

Where any obligation in this Agreement is expressed to be undertaken or assumed by any party, that obligation is to be construed as requiring the party concerned to exercise all rights and powers of control over the affairs of any other person which it is able to exercise (whether directly or indirectly) in order to secure performance of the obligation.

25.

Counterparts

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

26.

Governing law

This Agreement and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and interpreted in accordance with, Norwegian law.

27.

Dispute Resolution

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Norwegian Arbitration Act 2004 (Norwegian: lov nr. 25/2004, voldgiftsloven). The place of arbitration shall be Oslo, Norway and the language of the arbitration shall be English. The dispute, the arbitration proceedings, the documentation and testimony exchanged during the arbitration and the arbitral award shall be confidential. The parties may also agree in writing to attempt mediation on a case by case basis.

[schedules and signature pages follow]

Annex A – Warranties

1.

General Warranties

Each party severally, and not jointly (or jointly and severally), warrants to each other party as of the date of this Agreement, as of Equity Completion and as of Completion:

1.1

it is a corporate body duly incorporated and validly existing under the laws of the place of its incorporation;

1.2

it has the legal right and the full corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other agreements to be entered into by it pursuant to this Agreement;

1.3

except for the Regulatory Clearances, it has obtained all authorisations and all other applicable governmental, statutory, regulatory or other consents, clearances, approvals, licences, waivers or exemptions required to empower it to enter into and to perform its obligations under this Agreement (and the other agreements to be entered into by it pursuant to this Agreement) and for this Agreement and such other agreements to be duly and validly authorised, executed and delivered by it;

1.4

the execution, delivery and performance of this Agreement and the other agreements to be entered into pursuant to this Agreement have been properly authorised by it and does not, and shall not:

(a)

contravene any existing Law applicable to it; or

(b)

breach the terms of its constitutional documents or by-laws;

1.5

this Agreement and the other agreements to be entered into pursuant to this Agreement constitute a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy and the receipt of any share consideration pursuant to this Agreement by the relevant party is in compliance with any applicable securities law;

1.6

there are no actions, claims, proceedings or investigations pending or to the best of its knowledge threatened against it or by it that may have a material adverse effect on its ability to perform its obligations under this Agreement or the other agreements to be entered into pursuant to this Agreement;

1.7

it is not insolvent or bankrupt under the Laws of its jurisdiction of incorporation, or otherwise unable to pay its debts, there are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning it and no events have occurred which would justify such proceedings, nor have steps been taken to enforce any security over any of its assets and no event has occurred to give the right to enforce such security where, in either case, any such step or event would affect its ability to enter into or perform its obligations under this Agreement; and

1.8

it has not relied upon any statement, material or other information given or made by or on behalf of a BidCo Group company or another party or another party’s Representatives that is contrary to the information contained in this Agreement.

2.

Erik Warranties

Erik warrants to each of the Company and BidCo 1 as of the date of this Agreement and as of Completion:

2.1

Erik GmbH, Erik BV and/or their applicable respective subsidiaries are the sole legal and beneficial owners of the Erik Target Shares as set forth in Recital (E) and that each of Erik GmbH, Erik BV and/or their applicable respective subsidiaries is entitled to sell and transfer the full legal and beneficial ownership of their Erik Target Shares on the terms set out in this Agreement (in each case except for, as of the date of this Agreement (but not as of Completion), security granted over the Erik Target Shares for the benefit of lenders and other secured parties under Erik’s existing debt);

2.2

the Erik Target Shares are free from any encumbrances, fully paid and there is no liability to pay any additional contributions on the Erik Target Shares; and

2.3

the Erik Target Shares constitute all shares in, and instruments issued by, the Target which it and any of its Affiliates legally or beneficially own.

3.

Company Warranties

The Company warrants to Erik:

3.1

as of the date of this Agreement its share capital constitutes of 1 Ordinary Share with a nominal value of EUR 1.00 and such share is held by the Equity Investor and is fully paid it and no other shares or instruments have been issued; as of Completion the only change in the share capital will have been the issuance of shares to the Equity Investor as consideration for its cash contributions pursuant to the Erik Bid Conduct Agreement (and the other Bid Conduct Agreements) and the issuance of shares to each of Erik GmbH, Sven and Peter I in each case on the terms of this Agreement and no further shares or instruments shall have been issued by it; and

3.2

the Company is not, and upon completion of the transfer of the Erik Rollover Target Shares to the Company, will not be, under a binding commitment to immediately transfer the Erik Rollover Target Shares to BidCo 1.

4.

Equity Investor Warranties

The Equity Investor warrants to each party that:

4.1

at Completion, the Sponsors will be the sole shareholders of the Equity Investor.

Annex B – Party Addresses

1.	Equity Investor	Aurelia UK Feederco Limited Attn: Directors 10th floor, 30 St Mary Axe London, EC3A 8BF United Kingdom Email: assant@blackstone.com, alexander.walsh@blackstone.com
2.	with a copy to:	The Blackstone Group International Partners LLP Attn: Lionel Assant, Angharad Lewis 40 Berkely Square London, W1J 5AL United Kingdom Email: assant@blackstone.com, angharad.lewis@blackstone.com
3.	and with a copy to:	Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Attn: Markus Paul Bockenheimer Anlage 44 60322 Frankfurt am Main Germany Email: markus.paul@freshfields.com
4.	Erik	eBay Inc. Attn: General Counsel 2025 Hamilton Avenue San Jose, CA 95215 United States Email: mhuber@ebay.com
5.	with a copy to:	Wachtell, Lipton, Rosen & Katz Attn: Karessa L. Cain 51 West 52nd Street New York, New York 10019 United States Email: KLCain@wlrk.com

6.	Erik GmbH	eBay International Holding GmbH Attn: General Counsel c/o eBay Inc. 2025 Hamilton Avenue San Jose, CA 95215 United States Email: mhuber@ebay.com
7.	with a copy to:	Wachtell, Lipton, Rosen & Katz Attn: Karessa L. Cain 51 West 52nd Street New York, New York 10019 United States Email: KLCain@wlrk.com
8.	Erik BV	eBay International Management B.V. Attn: General Counsel c/o eBay Inc. 2025 Hamilton Avenue San Jose, CA 95215 United States Email: mhuber@ebay.com
9.	with a copy to:	Wachtell, Lipton, Rosen & Katz Attn: Karessa L. Cain 51 West 52nd Street New York, New York 10019 United States Email: KLCain@wlrk.com
10.	Bjoern	BCP Aurelia Luxco S.à r.l. Attn: John Sutherland 2-4, rue Eugene Ruppert L-2453 Luxembourg Grand Duchy of Luxembourg Email: john@sutherland.lu

11.	with a copy to:	The Blackstone Group International Partners LLP Attn: Lionel Assant, Angharad Lewis 40 Berkely Square London, W1J 5AL United Kingdom Email: assant@blackstone.com, angharad.lewis@blackstone.com
12.	and with a copy to:	Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Attn: Markus Paul Bockenheimer Anlage 44 60322 Frankfurt am Main Germany Email: markus.paul@freshfields.com
13.	Company	Aurelia Netherlands Topco B.V. Attn: Directors Amstelveenseweg 760 1081JK Amsterdam the Netherlands Email: assant@blackstone.com, alexander.walsh@blackstone.com, jelle.vandulken@alterdomus.com, therese.wijnen@alterdomus.com
14.	with a copy to:	The Blackstone Group International Partners LLP Attn: Lionel Assant, Angharad Lewis 40 Berkely Square London, W1J 5AL United Kingdom Email: assant@blackstone.com, angharad.lewis@blackstone.com
15.	and with a copy to:	Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Attn: Markus Paul Bockenheimer Anlage 44 60322 Frankfurt am Main Germany Email: markus.paul@freshfields.com

16.	BidCo	Aurelia Bidco Norway AS Attn: Directors c/o Wikborg Rein Advokatfirma AS Dronning Mauds gate 11 0250 Oslo Norway Email: assant@blackstone.com, alexander.walsh@blackstone.com
17.	with a copy to:	The Blackstone Group International Partners LLP Attn: Lionel Assant, Angharad Lewis 40 Berkely Square London, W1J 5AL United Kingdom Email: assant@blackstone.com, angharad.lewis@blackstone.com
18.	and with a copy to:	Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Attn: Markus Paul Bockenheimer Anlage 44 60322 Frankfurt am Main Germany Email: markus.paul@freshfields.com
19.	and with a copy to:	Wikborg Rein Advokatfirma AS Attn: Dag Erik Rasmussen Dronning Mauds gate 11 P.O. Box 1513 Vika 0117-Oslo Norway Email: der@wr.no
20.	BidCo 1	Aurelia Bidco 1 Norway AS Attn: Directors c/o Wikborg Rein Advokatfirma AS Dronning Mauds gate 11 0250 Oslo Norway Email: assant@blackstone.com, alexander.walsh@blackstone.com

21.	with a copy to:	The Blackstone Group International Partners LLP Attn: Lionel Assant, Angharad Lewis 40 Berkely Square London, W1J 5AL United Kingdom Email: assant@blackstone.com, angharad.lewis@blackstone.com
22.	and with a copy to:	Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB Attn: Markus Paul Bockenheimer Anlage 44 60322 Frankfurt am Main Germany Email: markus.paul@freshfields.com

Annex C – Definitions

1.

Definitions. In this Agreement, the following words and expressions shall have the following meaning:

Acceptance Threshold shall mean the minimum acceptance threshold of the Offer which is an Offer Condition (entitled “Minimum Acceptance”) pursuant to Appendix 1, paragraph entitled “conditions for the completion of the Offer”, sub-paragraph (i) “Minimum Acceptance” of the Transaction Agreement;

Acquisition Financing has the meaning given in the Erik Bid Conduct Agreement;

Affiliate means, in relation to any person (the relevant person):

(a)

any person Controlled by the relevant person (whether directly or indirectly);

(b)

any person Controlling (directly or indirectly) the relevant person;

(c)

any person Controlled (whether directly or indirectly) by any person Controlling the relevant person,

but in respect of

(i)

any party and/or its other Affiliates, shall exclude the members of the Group; and

(ii)

any of the Sponsors and/or its other Affiliates, shall exclude any affiliated funds which are not invested in the relevant party from time to time and any portfolio company of such funds and/or of the funds invested in the relevant person;

Agreement means this transaction completion agreement;

BidCo has the meaning given in the parties section;

BidCo 1 has the meaning given in the parties section;

BidCo Group has the meaning given in Recital (B);

Bid Conduct Agreements shall mean (i) the bid conduct agreement entered into concurrently with this Agreement, by and among each Sponsor, the Equity Investor, the Company, BidCo and BidCo 1 (ii) the bid conduct agreement entered into concurrently with this Agreement, by and among Sven, the Equity Investor, the Company, BidCo and BidCo 1 and (iii) the Erik Bid Conduct Agreement, each of which sets out, among other things, certain rights and commitments of the respective relevant parties vis-à-vis BidCo Group;

Bjoern has the meaning given in the parties section;

Business Day means a day other than a Saturday or Sunday or public holiday in England and Wales, the Netherlands, Norway, Luxembourg and the United States on which banks generally are open in London, Amsterdam, Oslo, Luxembourg and New York City for general commercial business;

CFC means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code;

Code has the meaning given in Clause 12;

Company has the meaning given in the parties section;

Completion means the completion of the Offer;

Confidential Information has the meaning given in Clause  13.1;

Confidentiality Agreement has the meaning given in Clause  13.3(f);

Control means, in relation to any person, being:

(a)

entitled to exercise, or control the exercise of (directly or indirectly) more than 50 per cent. of the voting power at any general meeting of the shareholders, members or partners or other equity holders (and including, in the case of a limited partnership, of the limited partners of) in respect of all or substantially all matters falling to be decided by resolution or meeting of such persons; or

(b)

entitled (including by virtue of the provisions contained in the constitutional documents of the controlled person or pursuant to applicable governance rights or delegated authority in respect of such controlled person) to appoint or remove or control the appointment or removal of:

(i)

directors on the controlled person’s board of directors or its other governing body (or, in the case of a limited partnership, of the board or other governing body of its general partner) who are able (in the aggregate) to exercise more than 50 per cent. of the voting power at meetings of that board or governing body in respect of all or substantially all matters; and/or

(ii)

any managing member of such controlled person;

(iii)

in the case of a limited partnership, its general partner;

(c)

entitled to exercise a dominant influence over the controlled person (otherwise than solely as a fiduciary) by virtue of the provisions contained in its constitutional documents or, in the case of a trust, trust deed pursuant to applicable governance rights or delegated authority in respect of such controlled person or pursuant to an agreement with other shareholders, partners, members or beneficiaries of the controlled person,

and Controller, Controlled, and Controlling, shall be construed accordingly;

Debt Push Down Measures has the meaning given in the Erik Bid Conduct Agreement;

Delisting has the meaning given in Clause 2(b);

Equity Completion has the meaning given in the Erik Bid Conduct Agreement;

Equity Investor has the meaning given in the parties section;

Erik has the meaning given in the parties section;

Erik Account shall mean a bank account of the relevant party to be notified to the other parties in accordance with this Agreement;

Erik Bid Conduct Agreement has the meaning given in Recital (D);

Erik BV shall have the meaning given in Recital (E);

Erik Cash Purchase Price has the meaning given in Clause 5.1;

Erik Class A Target Shares has the meaning given in Recital (E);

Erik Class B Target Shares has the meaning given in Recital (E);

Erik GmbH shall have the meaning given in Recital (E);

Erik Rollover Shares has the meaning given in Clause 4.1;

Erik Rollover Target Shares has the meaning given in Clause 4.1;

Erik Sale Target Shares has the meaning given in Clause 5.1;

Erik Target Shares has the meaning given in Recital (E);

Governmental Authority means:

(a)

the government of any jurisdiction (or any political or administrative subdivision thereof), whether provincial, state or local, and any department, ministry, agency, instrumentality, court, central bank or other authority thereof, including any entity directly or indirectly owned or controlled thereby;

(b)

any public international organisation or supranational body (including the European Union) and its institutions, departments, agencies and instrumentalities; and

(c)

any quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, Tax or other governmental or quasi-governmental authority;

Group shall mean the Target and its direct and indirect subsidiaries;

Law means any applicable statute, law, rule, regulation, guideline, ordinance, code, policy or rule of common law issued, administered or enforced by any Governmental Authority, or any judicial or administrative interpretation thereof including the rules of any stock exchange;

Mandatory Offer has the meaning given in Clause 2(b);

MidCo 2 has the meaning given in Recital (B);

Offer has the meaning given in Recital (C);

Offer Conditions has the meaning given in the Erik Bid Conduct Agreement;

Offer Price has the meaning given in the Erik Bid Conduct Agreement;

Offer Process has the meaning given in the Erik Bid Conduct Agreement;

Ordinary Shares shall mean ordinary shares in the Company with a nominal value of EUR 1.00 each;

OSE means the Oslo Stock Exchange (Oslo Børs);

Other Transaction Completion Agreements means the transaction completion agreements between (i) the Equity Investor and Sven, among other parties, and between (ii) the Equity Investor and Peter I, among other parties, in each case entered into concurrently with this Agreement;

parties means the parties to this Agreement from time to time;

Peter I means Astinlux Finco S.à r.l. incorporated under the laws of the Grand Duchy of Luxembourg (registered number B257369), whose registered office is at 488, route de Longwy, L-1940 Luxembourg, Grand Duchy of Luxembourg;

Regulatory Clearances shall mean the regulatory approvals in relation to which filings shall be made in the context of the Offer as set forth in Appendix 4 of the Transaction Agreement;

Representative means, in relation to a party, any Affiliate of that party and any director, officer, employee, agent, consultant, adviser or representative of that party or any of its Affiliates including in respect of each Sponsor the funds indirectly invested in such Sponsor, such funds’ managers, trustees, custodians, nominees, general partners, investment advisers, investment committees and their Affiliates and their and their Affiliates’ directors, officers, employees, agents, consultants, advisers and representative, in each case from time to time;

SHA has the meaning given in Clause 7.1;

SHA Parties shall mean the persons set out in the parties section of the agreed form shareholders agreement attached to the Erik Bid Conduct Agreement as Annex B;

Signing Exchange Rate means the following exchange rates, as applicable,

(a)

a EUR/NOK exchange rate of: 11.7398294117647; or

(b)

a EUR/USD exchange rate of: 1.09277058823529.

Sponsor has the meaning given in the Erik Bid Conduct Agreement;

Sponsor SHA means the shareholders agreement in relation to the Equity Investor entered into by, among others, all Sponsors;

Squeeze-Out has the meaning given in Clause 2(b);

Sub-90% Completion Scenario has the meaning given in the Erik Bid Conduct Agreement;

Sub-90% Mitigation Measures has the meaning given in the Erik Bid Conduct Agreement;

Surviving Provisions means Clause 6 (No push down of certain Target shares into BidCo 1) Clause 10 (Payments), Clause  11 (Termination), Clause 13 (Confidentiality), Clause 14 (Announcements), Clause  15 (Notices), Clause 16 (Costs and interest), 17 (Obligations of Erik), Clause  18 (Whole agreement), Clause 19 (Legal Relationship), Clause  20 (Assignment), Clause 21 (Variations), Clause 22 (Invalid terms), Clause  23 (Enforceability, rights and remedies), Clause  24 (Further assurances), Clause 26 (Governing law) and Clause 27 (Dispute Resolution);

Sven means Schibsted ASA;

Target means Adevinta ASA;

Tax includes (a) taxes on gross or net income, profits and gains, and (b) all other taxes, levies, duties, imposts, charges and withholdings of any nature, including any excise, property, value added, sales, stamp, transfer, franchise or payroll taxes (including national insurance or social security contributions), the clawback or other recovery of any credit or other amount previously paid by a Tax authority, and any payment which the relevant person may be or become bound to make to any person as a result of the discharge by that person of any tax which the relevant person has failed to discharge, together with all penalties, charges, fees and interest relating to any of the foregoing or to any late or incorrect return in respect of any of them, and regardless of whether such taxes, levies, duties, imposts, charges, withholdings, penalties and interest are chargeable directly or primarily against or attributable directly or primarily to the relevant person or any other person and of whether any amount in respect of them is recoverable from any other person];

Term Sheet means the Project Aurelia non-binding term sheet dated 24 August 2023;

Transaction means the Offer and subsequent Mandatory Offer (if any), Squeeze Out, Delisting and any related and incidental actions and measures including those provided for in this Agreement;

Transaction Agreement shall have the meaning given in the Erik Bid Conduct Agreement;

Transaction Documents means this Agreement, the Other Transaction Completion Agreements, the Bid Conduct Agreements, the SHA, the Sponsor SHA, the Transaction Agreement and any other agreement contemplated to be entered into by any party pursuant to any such agreement; and

Unconditional means all Offer Conditions having become satisfied, or having been waived on the terms of the Bid Conduct Agreements and the Transaction Agreement such that BidCo is required to complete the Offer, except for the fact that certain Offer Conditions shall remain satisfied until Completion.

2.

Interpretation. In this Agreement, unless the context otherwise requires:

(a)

headings do not affect the interpretation of this Agreement; the singular shall include the plural and vice versa; and references to one gender include all genders;

(b)

references to an English legal term or concept will, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;

(c)

references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (in any case, whether or not it has separate legal personality);

(d)

any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e)

if there is any inconsistency between any definition set out in this Schedule and a definition set out in any Clause or any other Schedule, then, for the purposes of construing that Clause or Schedule, the definition set out in that Clause or Schedule shall prevail.

3.

References to this Agreement include the recitals and any Schedules. The Schedules comprise schedules to this Agreement and form part of this Agreement.

Signature

eBay Inc. Date: November 21, 2023 by:
/s/ Jamie Iannone         Name: Jamie Iannone Title: President and Chief Executive Officer
eBay International Holding GmbH Date: November 21, 2023 by:
/s/ Kenneth Ebanks         Name: Kenneth Ebanks Title: President and Managing Officer
eBay International Management B.V. Date: November 21, 2023 by:
/s/ Kenneth Ebanks         Name: Kenneth Ebanks Title: Director A	/s/ Mark Solomons         Name: Mark Solomons Title: Director B

 

 

BCP Aurelia Luxco S.à r.l. Date: November 21, 2023 by:
/s/ John Sutherland         Name: John Sutherland Title: Manager

 

 

Aurelia UK Feederco Limited Date: November 21, 2023 by:
/s/ Lionel Assant         Name: Lionel Assant Title: Director	/s/ Alexander Walsh         Name: Alexander Walsh Title: Director

 

 

Aurelia Netherlands Topco B.V. Date: November 21, 2023 by:
/s/ Lionel Assant         Name: Lionel Assant Title: Director

 

 

Aurelia Bidco Norway AS Date: November 21, 2023 by:
/s/ Lionel Assant         Name: Lionel Assant Title: Chairman of the Board	/s/ Alexander Walsh         Name: Alexander Walsh Title: Board member

 

 

Aurelia Bidco 1 Norway AS Date: November 21, 2023 by:
/s/ Lionel Assant         Name: Lionel Assant Title: Chairman of the Board	/s/ Alexander Walsh         Name: Alexander Walsh Title: Board member

 

Exhibit 99.1

 

eBay Supports Voluntary Offer to Acquire Adevinta

eBay would receive USD $2.2 billion cash and retain a 20% ownership stake

 

SAN JOSE, Calif. – November 21, 2023 – eBay Inc. (Nasdaq: EBAY), a global commerce leader that connects millions of sellers and buyers around the world, announced its support for the voluntary tender offer led by Permira and Blackstone to acquire all the publicly traded shares of Adevinta (the “Offer”). As part of the transaction, eBay would sell 50% of its shares for an estimated USD $2.2 billion and would exchange the remaining shares for an equity stake of approximately 20% in the newly privatized company.

 

“We strongly support this offer, which we firmly believe is in the best interests of our shareholders,” said Jamie Iannone, Chief Executive Officer at eBay. “We would sell half our stake for approximately $2.2 billion in cash at a premium of more than 50% to the undisturbed price of Adevinta shares. We would recognize immediate value in the short-term, while continuing to maintain a financial interest in Adevinta alongside Schibsted and other world-class investors.”

 

Details on the Transaction

 

The Offer is being made through Aurelia Bidco Norway AS, a Norwegian private limited liability company established for the purpose of the Offer.

 

Key highlights

 

	·	The Offer values eBay’s entire stake in Adevinta ASA at approximately USD $4.3 billion, representing a premium of roughly USD $1.5 billion over the USD $2.8 billion value prior to speculation in September 2023 regarding the transaction1.

	·	eBay would sell 50% of its stake in Adevinta in the transaction, receiving approximately USD $2.2 billion in cash upon closing. eBay has agreed to support the transaction by exchanging its remaining shares for an equity stake of approximately 20% in the newly privatized company.

	·	eBay intends to use the cash proceeds from this prospective transaction for general corporate purposes. The company remains committed to returning approximately 125% of cumulative free cash flow to shareholders through repurchases and dividends over the three-year period from 2022 to 2024.

·

Additionally, for six months following the closing, Permira, Blackstone and their co-investors have a right to purchase, from eBay, an additional number of shares in privatized Adevinta, which would reduce eBay’s ownership position in Adevinta to approximately 9.99%. If this right is exercised by Permira, Blackstone and their co-investors, the purchase price for those additional shares would be the same price paid to eBay for its Adevinta shares at closing and would represent proceeds in excess of $1 billion.

 

The Offer is subject to the satisfaction or waiver of certain regulatory approvals and a minimum offer acceptance level of more than 90% of the issued and outstanding share capital and voting rights of Adevinta as well as other customary closing conditions.

 

¹Calculated as the 3-month VWAP of NOK75 up to and including September 19, 2023, the date of initial press speculation confirming a bid for Adevinta by a private equity consortium.

 

The Offer is expected to be completed in the second quarter of 2024, subject to satisfaction of the conditions of the Offer.

 

LionTree Advisors LLC is acting as financial advisor to eBay. Wachtell, Lipton, Rosen & Katz, and Advokatfirmaet Thommessen AS are acting as legal advisors to eBay.

 

Please reference the Current Report on Form 8-K eBay filed today with the U.S. Securities and Exchange Commission for further information.

 

About eBay

 

eBay Inc. (Nasdaq: EBAY) is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Founded in 1995 in San Jose, California, eBay is one of the world’s largest and most vibrant marketplaces for discovering great value and unique selection. In 2022, eBay enabled nearly $74 billion of gross merchandise volume. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.

 

Forward-Looking Statements

 

Certain statements herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will” and other similar words or expressions. Such forward-looking statements reflect eBay’s current expectations or beliefs concerning future events and actual events may differ materially from historical results or current expectations. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of eBay. The forward-looking statements in this document address a variety of subjects including, for example, the completion of the transaction described herein and the potential benefits of such transaction. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the possibility that receipt of regulatory approvals are not received or that other conditions to the transaction described herein are not satisfied on a timely basis or at all, including having an insufficient number of shares of Adevinta tendered in the Offer to meet the minimum condition on or prior to the expiration of the Offer; the possibility that eBay or Adevinta may not fully realize the projected benefits of the transaction described herein; the possibility that the closing of the transaction described herein may not occur on the anticipated timeline or at all; business disruption during the pendency of or following the transaction described herein; diversion of management’s time on issues related to the transaction described herein; the reaction of Adevinta’s customers, employees, lenders and other persons to the transaction described herein; and other events that could adversely impact the completion of the transaction described herein, including industry or economic conditions outside of eBay’s control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to eBay’s overall business, including those more fully described in eBay’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2022 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

 

Contacts

 

eBay Investor Relations Contact: John Egbert, ir@ebay.com

eBay Media Relations Contact: Trina Somera, press@ebay.com

 

v3.23.3

Cover	Nov. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 21, 2023
Entity File Number	001-37713
Entity Registrant Name	eBay Inc.
Entity Central Index Key	0001065088
Entity Tax Identification Number	77-0430924
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2025 Hamilton Avenue
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95125
City Area Code	(408)
Local Phone Number	376-7108
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	EBAY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable.

---