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Schedule 1

Stakeholder Representatives

Schedule 2

Deliverables and Actions

Schedule 3 Expert Determination of Leakage

PA CONSULTING GROUP LIMITED, a company incorporated in England and Wales with registered number 13035335 whose registered office is at 10 Bressenden Place, London, United Kingdom, SW1E 5DN (the “Company”);

THE PERSONS whose names and addresses are set out in Schedule 1 (together, referred to as the “Stakeholder Representatives” and, individually, as a “Stakeholder Representative”);

JACOBS UK HOLDINGS LIMITED, a company incorporated in England and Wales with registered number 4420029 whose registered office is at Cottons Centre, Cotton Lane, London SE1 2QG (the “Purchaser”); and

JACOBS SOLUTIONS, INC. a company duly incorporated and existing under the laws of Delaware whose registered office is at 1999 Bryan Street, Suite 3500, Dallas, Texas, United States of America (the “Parent”),

The Parties have reached an agreement on the terms of the Acquisition (as defined below) and now intend to implement the Acquisition in accordance with the terms set out in the Transaction Documents.

The Acquisition is to be effected, in part, by means of a scheme of arrangement under Part 26 of the Companies Act 2006 on the terms and subject to the conditions set out in the Scheme Circular.

This Deed sets out the agreement between the Parties as to how the Acquisition and the Scheme will be implemented.

INTERPRETATION

Definitions

the Scheme Shares pursuant to the Scheme; and

the Private Treaty Shares pursuant to the Private Treaty SPA;

a member of that person’s family (within the meaning of section 253 of the Companies Act 2006); and

a company which that person controls (within the meaning of section 435(10) of the Insolvency Act 1986), but excluding each member of the Group;

the loan notes to be issued by Jacobs Europe Holdco Limited pursuant to a loan note instrument to be entered into by Jacobs Europe Holdco Limited on or around the Effective Date;

the loan notes to be issued by Jacobs NL Holdings BV pursuant to a loan note instrument to be entered into by Jacobs NL Holdings BV on or around the Effective Date;

the loan notes to be issued by Jacobs Engineering Inc. pursuant to a loan note instrument to be entered into by Jacobs Engineering Inc. on or around the Effective Date; and

the loan notes to be issued by Jacobs Engineering Group Inc. pursuant to a loan note instrument to be entered into by Jacobs Engineering Inc. on or around the Effective Date;

any dividend or distribution or other return of capital declared, paid or made or agreed to be paid or made, by any Group Company to or on behalf of or for the benefit of a Seller or any Connected Person of a Seller;

any payments made (including bonuses and loan repayments), or agreed to be paid by or on behalf of any Group Company to or on behalf of or for the benefit of a Seller or any Connected Person of a Seller;

any assets transferred or agreed to be transferred by or on behalf of any Group Company to or on behalf of or for the benefit of a Seller or any Connected Person of a Seller;

any liabilities assumed, indemnified or incurred or agreed to be assumed, indemnified or incurred (including under any guarantee, indemnity or other security) by or on behalf of any Group Company (including, for the avoidance of doubt, any liabilities indemnified by a Group Company in connection with the Acquisition) to or on behalf of or for the benefit of a Seller or any Connected Person of a Seller;

the waiver of, or agreement to waive, by or on behalf of any Group Company, any amount owed to that Group Company by a Seller or any Connected Person of a Seller;

any Seller Transaction Costs; and

any Tax or amount in respect of Tax payable by any Group Company (or which would have been payable by any Group Company but for the use of a Tax relief) as a consequence of any of the matters referred to in paragraphs (a) to (e) above (except if and to the extent that such Tax has been or will be recovered from or reimbursed by some other person (other than a Group Company or a member of the Purchaser’s Group)),

any amounts or liability incurred or paid or agreed to be paid or payable in connection with any matter undertaken by or on behalf of any Group Company (i) acting solely by, or at the sole direction of, any director(s) appointed by the Investor to the board of any Group Company or (ii) at the specific written request or with the specific written agreement of the Purchaser and such written request or agreement shall also specifically acknowledge that any such liability or payment is to be treated as Permitted Leakage;

any payment made or agreed to be made by or on behalf of any Group Company in accordance with the terms of this Deed or any Transaction Document;

any amounts accrued (but not paid) in respect of the Preference Shares pursuant to the Articles;

any directors’ fees (including expenses) and/or consultancy fees incurred or paid or agreed to be paid or payable to the Stakeholder Representatives or to any employee, director, consultant or officer of any Group Company consistent with past practice and in accordance with their current employment, director and/or consulting agreements with any Group Company, copies of which agreement(s) (in the case of each Stakeholder Representative who is not an employee of the Group as at the date of this Deed) have been provided (by email) by Solicitors to the Stakeholder Representatives and the Company to Solicitors to the Purchaser prior to the date hereof;

the salaries and other remuneration (including expenses) and bonuses, emoluments and other entitlements incurred or paid or agreed to be paid or payable to the Stakeholder Representatives or to any employee, director, consultant or officer of any Group Company consistent with past practice and in accordance with their current employment agreements, director and/or consulting agreements with any Group Company;

any payment in respect of which an accrued expense or provision has been specifically recorded in the Locked Box Accounts;

any Disclosed Seller Transaction Costs incurred or paid or agreed to be paid or payable; and

any Tax or amount in respect of VAT payable (or which would have been payable but for the use of a Tax relief) by any Group Company as a consequence of any of the matters referred to in paragraphs (a) to (g) above (including any amounts withheld in respect of PAYE or other similar systems), provided that where a maximum amount is specified in paragraphs (a) to (f) above, the amount specified in such paragraph (a) to (f) shall not include any associated amount falling within this paragraph (h);

any professional fees, expenses or other costs paid or agreed to be paid or incurred or owing in connection with the Acquisition or the transactions contemplated by the Transaction Documents by any Group Company, in each case other than to the extent paid on or before the Locked Box Date and including any Irrecoverable VAT; and

any transaction or retention bonus in connection with the Acquisition paid or agreed to be paid by any Group Company, together with employer’s national insurance contributions thereon;

the date falling ten Business Days after the Sanction Date; and

27 February 2026 (or such earlier date as the Purchaser and the Stakeholder Representatives may agree in writing (including by email));

Singular, plural, gender

References to persons and companies

a person include any individual, company, partnership or unincorporated association (whether or not having separate legal personality); and

a company include any company, corporation or body corporate, wherever incorporated.

References to subsidiaries and holding companies

Schedules etc.

Headings

Reference to documents

Information

Legal terms

Non-limiting effect of words

Statutory references

that statute or provision as from time to time modified or re-enacted whether before or (except as specifically provided otherwise) after the date of this Deed;

any past statute or statutory provision (as from time to time modified or re-enacted) which such statute or statutory provision has directly or indirectly replaced; and

any subordinate legislation made from time to time under that statute or statutory provision,

Several liability

Obligations to procure

Meaning of “to the extent that” and similar expressions

OBLIGATIONS OF THE COMPANY IN RELATION TO THE ACQUISITION AND THE SCHEME

The Company undertakes to the Purchaser to use all reasonable endeavours:

to deliver to the Purchaser as soon as reasonably practicable following the date of this Deed a copy of the Private Treaty SPA duly executed by (i) the EBT Trustee and (ii) each of the Identified Leavers by PA Holdings Limited as attorney for each such Identified Leaver;

to issue as soon as reasonably practicable following the date hereof an application with the Court under Part 26 of the Companies Act 2006 to seek permission to convene the Court Meetings;

subject to the Court making an order at the Convening Hearing giving permission to convene the Court Meetings, and as soon as reasonably practicable thereafter (and in any event no later than 10 Business Days after the date on which the Court order is made), to procure the publication and sending of the Scheme Circular to the holders of Scheme Shares on the register of members of the Company on the record date agreed with the Court in accordance with the relevant order of the Court and as soon as reasonably practicable thereafter (taking into account the requirements of any applicable law or regulation);

in respect of those Scheme Documents, or parts of the Scheme Documents, which are not in the Agreed Terms, to:

provide the Purchaser (or its nominated advisers) a reasonable opportunity to provide comments on any drafts of the Company Scheme Documents and take into account all such reasonable comments;

comment in a timely manner on any drafts of the Purchaser Scheme Documents provided to it;

provide the Purchaser with all information reasonably required by the Purchaser in connection with the preparation of the Purchaser Scheme Documents;

provide all such other assistance as the Purchaser may reasonably require in connection with the preparation of the Purchaser Scheme Documents, including access to, and ensuring the provision of reasonable assistance by, relevant professional advisers; and

conform, in all material respects, the Company Scheme Documents with the relevant requirements of the Companies Act 2006 and, where applicable, reflect the terms of the Acquisition as set out in this Deed or as subsequently agreed between the Company, the Stakeholder Representatives and the Purchaser;

to procure that none of its Directors will withdraw, qualify or adversely modify the unanimous and unqualified recommendation of the Directors that the holders of Scheme Shares vote in favour of the Scheme incorporated in the Scheme Documents, or withdraw or revoke the Resolutions, in each case other than as required by applicable law or in order to comply with the Directors’ fiduciary duties;

to propose the Resolutions without any amendment thereto at the Court Meeting(s) (or any adjournment thereof);

to collect proxy instructions in relation to the Resolutions and, on a reasonably regular basis, to notify the Purchaser of the number and results of proxy instructions received in relation to the Resolutions;

following the passing of the Resolutions, to file with the Court as soon as reasonably practicable thereafter the witness statement in connection with the application for the sanction of the Scheme and the report(s) of the Court Meetings such that (subject to the terms of this Deed, the availability of the Court and satisfaction of the Conditions, other than the Condition at Clause 6.1.2) the Court Hearing will take place as soon as reasonably practicable after the Court Meetings;

to provide the Purchaser with copies of any order of the Court in relation to the Scheme as soon as reasonably practicable after such order is made; and

to deliver the Court Order to the Registrar of Companies in accordance with the Companies Act 2006 and Schedule 2, as soon as reasonably practicable on the Target Closing Date.

Notwithstanding Clause 2.1.10, the Company will not deliver the Court Order to the Registrar of Companies before the Target Closing Date, and the Stakeholder Representatives undertake not to encourage or otherwise direct the Company or any other person to deliver the Court Order to the Registrar of Companies before the Target Closing Date.

In the period from the date of this Deed until the Effective Time (or the date this Deed is terminated pursuant to Clause 14, if earlier), each of the Company and the Stakeholder Representatives shall not (and the Company shall procure that members of the Group shall not) directly or indirectly enter into any agreement or arrangement or enter into or continue any discussions with any party in connection with a Competing Proposal.

OBLIGATIONS OF THE STAKEHOLDER REPRESENTATIVES IN RELATION TO THE SCHEME

Each of the Stakeholder Representatives acknowledges that he has entered into an Irrevocable Undertaking and Restrictive Covenant Agreement on or around the date of this Deed.

The Company agrees to use its best endeavours, on and from the date hereof up to the Effective Date, to obtain duly executed Irrevocable Undertaking and Restrictive Covenant Agreements from each of the IURCA Signatories.

OBLIGATIONS OF THE PURCHASER AND THE PARENT IN RELATION TO THE ACQUISITION AND THE SCHEME

The Purchaser undertakes to the Company to use all reasonable endeavours to deliver to the Company and the Stakeholder Representatives as soon as reasonably practicable following the date of this Deed a copy of the Private Treaty SPA duly executed by the Purchaser and the Parent.

The Purchaser undertakes to confirm in writing to the Company, as soon as reasonably practicable following the satisfaction of each Regulatory Condition, that such Regulatory Condition has been satisfied and in any event, within two Business Days of becoming aware of the same.

The Purchaser undertakes to the Company to use all reasonable endeavours, in respect of those Scheme Documents, or parts of the Scheme Documents, which are not in the Agreed Terms, to:

provide the Company (or its nominated advisers) a reasonable opportunity to provide comments on any drafts of the Purchaser Scheme Documents and take into account all such reasonable comments;

comment in a timely manner on any drafts of the Company Scheme Documents provided to it;

provide the Company with all information reasonably required by the Company in connection with the preparation of the Company Scheme Documents;

provide all such other assistance as the Company may reasonably require in connection with the preparation of the Company Scheme Documents, including access to, and ensuring the provision of reasonable assistance by, relevant professional advisers; and

conform, in all material respects, the Purchaser Scheme Documents with the relevant requirements of the Companies Act 2006 and, where applicable, reflect the terms of the Acquisition as set out in this Deed or as subsequently agreed between the Company, the Stakeholder Representatives and the Purchaser.

The Parent and the Purchaser each hereby irrevocably and unconditionally undertake to appear by counsel at the Court Hearing, to submit to and undertake to (and procure that the Investor and each other relevant member of the Jacobs Standalone Group undertakes to) the Court to be bound by the Scheme on the terms and conditions set out or referred to in the Scheme Circular, including the payment or the issue or transfer by the Parent, the Purchaser, the Investor or any other relevant member of the Jacobs Standalone Group (as applicable) of the relevant part of the Scheme Consideration in accordance with the terms set out in the Scheme.

ACQUISITION VALUE AND CONSIDERATION

The aggregate value attributable to the Shares on the Effective Date for the purposes of the Acquisition (the “Value”) shall be an amount equal to:

£2,913,107,303.00;

the Notional Interest Payment;

the EBT Loan Interest Accrual.

The total consideration for the purchase of the Acquisition Shares by the Purchaser pursuant to the Scheme and the Private Treaty SPA (the “Consideration”) shall be an amount equal to the aggregate of:

such proportion of the Value as is attributable to the Acquisition Shares by applying the order of priority applicable on a return of capital pursuant to Article 4 of the Articles (allocating the Value across the entire issued share capital of the Company as though there were a return of capital on the Effective Date);

the Disclosed Seller Transaction Costs;

the Deferred Consideration Shares Value.

The consideration for the acquisition of:

all the Acquisition Preference Shares (the “Preference Share Consideration”) shall be an amount equal to the aggregate Outstanding PS Subscription Price (as defined in the Articles) of all Acquisition Preference Shares as at the Effective Date plus an amount equal to all accrued but unpaid Preference Share Dividends (as defined in the Articles) on all Acquisition Preference Shares as at the Effective Date; and

each individual Acquisition Preference Share (the “Preference Share Value”) shall be an amount equal to the aggregate Outstanding PS Subscription Price (as defined in the Articles) of such Acquisition Preference Share as at the Effective Date plus an amount equal to all accrued but unpaid Preference Share Dividends (as defined in the Articles) on such Acquisition Preference Share as at the Effective Date.

The consideration for the acquisition of:

all the Acquisition Ordinary Shares (the “Ordinary Share Consideration”) shall be an amount equal to the Consideration less the Preference Share Consideration; and

each individual Acquisition Ordinary Share shall be:

in respect of each C Ordinary Share, the C Ordinary Share Percentage of the Ordinary Share Consideration divided by the aggregate number of C Ordinary Shares in issue at the Scheme Record Time; and

in respect of each B Ordinary Share, the B Ordinary Share Percentage of the Ordinary Share Consideration divided by the aggregate number of B Ordinary Shares in issue at the Scheme Record Time.

The total amount of Ordinary Share Consideration which is due and payable to the holders of all Acquisition Ordinary Shares on the Effective Date shall be an amount equal to the Ordinary Share Consideration less the Deferred Consideration Shares Value (such amount being the “Effective Date Ordinary Share Consideration”). The amount of Effective Date Ordinary Share Consideration which is due and payable on the Effective Date:

in respect of each C Ordinary Share (the “C Ordinary Share Closing Value”) shall be the C Ordinary Share Percentage of the Effective Date Ordinary Share Consideration, divided by the aggregate number of C Ordinary Shares in issue at the Scheme Record Time; and

in respect of each B Ordinary Share (the “B Ordinary Share Closing Value”) shall be the B Ordinary Share Percentage of the Effective Date Ordinary Share Consideration, divided by the aggregate number of B Ordinary Shares in issue at the Scheme Record Time.

Those Scheme Shareholders who are:

Rolling Shareholders shall be entitled to receive, on the Effective Date, an amount equal to the aggregate of:

the Preference Share Value in respect of each Scheme Preference Share in issue and held by them at the Scheme Record Time;

the B Ordinary Share Closing Value in respect of each B Ordinary Share which is a Scheme Ordinary Share in issue and held by them at the Scheme Record Time; and

the C Ordinary Share Closing Value in respect of each C Ordinary Share which is a Scheme Ordinary Share in issue and held by them at the Scheme Record Time,

as to 20 per cent of such amount (whether directly or indirectly through any exchange or reinvestment mechanism set out in the Scheme) in the form of shares of Parent Stock (such shares of Parent Stock issued at the Stock Subscription Price), it being acknowledged and agreed that fractions of shares of Parent Stock shall not be issued to any Scheme Shareholder and the aggregate number of shares of Parent Stock to which a Scheme Shareholder shall be entitled shall be rounded down to the nearest whole number of shares of Parent Stock; and

as to the remainder of such amount (inclusive of any balance arising from rounding in accordance with sub-Clause (i) above) in cash; and

Cash Shareholders shall be entitled to receive, on the Effective Date, an amount in cash equal to the aggregate of:

the Preference Share Value in respect of each Scheme Preference Share in issue held by them at the Scheme Record Time;

the B Ordinary Share Closing Value in respect of each B Ordinary Share which is a Scheme Ordinary Share in issue and held by them at the Scheme Record Time; and

the C Ordinary Share Closing Value in respect of each C Ordinary Share which is a Scheme Ordinary Share in issue and held by them at the Scheme Record Time.

On the second anniversary of the Effective Date (or if such date is not a trading day, the immediately following trading day), each Scheme Shareholder shall be entitled to their Deferred Consideration Percentage of the Deferred Consideration Shares Value in settlement of the remaining amount payable in respect of their Scheme Ordinary Shares pursuant to Clause 5.4. Such amount shall be satisfied in accordance with Clause 5.8.2.

The Scheme Consideration which is due to the Scheme Shareholders:

on the Effective Date, shall be satisfied by:

payment by the Purchaser of an amount equal to the Scheme Closing Cash Consideration on the Effective Date, in accordance with Schedule 2 and the Scheme;

the issue to Rolling Shareholders, in such number or amounts as are calculated in accordance with Clause 5.6.1 and the terms of the Scheme, by:

the Purchaser of Purchaser Rollover Notes (and thereafter by the issue of Jacobs Rollover Notes by the applicable members of the Jacobs Standalone Group and ultimately by the issue of shares of Parent Stock by Parent); or (at the election of the relevant Rolling Shareholder)

the Parent of shares of Parent Stock,

on the second anniversary of the Effective Date (or if such date is not a trading day, the immediately following trading day), the balance shall be satisfied by the issue by the Parent to each Scheme Shareholder of a portion of the Deferred Consideration Shares in accordance with Clause 5.7 (it being acknowledged and agreed that fractions of shares of Parent Stock shall not be issued to any Scheme Shareholder and the aggregate number of shares of Parent Stock to which a Scheme Shareholder shall be entitled shall be rounded (up or down) to the nearest whole number of shares of Parent Stock in order to ensure that the Sellers receive, in aggregate, no more and no less than the Deferred Consideration Shares) provided that:

(i) if the Parent (or its successor entity) is not, at such time, admitted to listing or trading on the New York or London Stock exchange, or(ii) if the issue of the Deferred Consideration Shares, together with all other shares of Parent Stock issued or issuable pursuant to this Deed and the Private Treaty SPA, would cause the aggregate number of shares of Parent Stock so issued or issuable to exceed 19.9% of the shares of Parent Stock outstanding immediately prior to the execution of this Deed, then no Deferred Consideration Shares shall be issued and the Purchaser shall instead pay to each Scheme Shareholder an amount in cash equal to that Scheme Shareholder’s Deferred Consideration Percentage of the Deferred Consideration Shares Value; or

if the Parent so elects in its sole and absolute discretion (and the terms of Clause 5.8.2(a) do not apply), it may satisfy some or all of its obligations under this Clause 5.8.2, by payment in cash and/or the issuance of shares of Parent Stock, so long as each Scheme Shareholder receives its Deferred Consideration Percentage of each such form of consideration.

The Purchaser undertakes to procure that the Company will, on the date on which the Deferred Consideration Shares Value is satisfied in accordance with Clause 5.8.2, settle (in cash) the Deferred Fee.

The consideration for the acquisition of the Private Treaty Shares shall be satisfied in accordance with the Private Treaty SPA.

The parties will cooperate and work together in good faith with a view to ensuring that: (a) non-restricted Parent Stock is issued to Sellers pursuant to an applicable exemption from registration under the U.S. Securities Act of 1933, or (b) if and insofar as it is not possible to so issue non-restricted Parent Stock to Sellers, the Parent Stock issued to the Sellers is otherwise able to be sold and transferred by the Sellers after expiry of the Lockup Period (it being understood that any Seller who is an affiliate of Parent for purposes of the U.S. Securities Act of 1933 would be subject to restrictions on sale and transfers as contemplated by Rule 144 thereunder).

CONDITIONS

The sale and purchase of the Scheme Shares pursuant to the Scheme is conditional upon satisfaction of the following conditions (the “Conditions”), or their satisfaction subject only to the Scheme taking effect:

the approval of the Scheme by a majority in number of those Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Shares voted by those Scheme Shareholders at the Court Meeting;

the sanction of the Scheme (with or without modification but subject to any modification being on terms acceptable to the Company and the Purchaser) by the Court and the delivery of a copy of the Court Order to the Registrar of Companies;

the Purchaser having received from the NSI Authority (i) written confirmation that no further action will be taken in relation to the Acquisition pursuant to Section 14(8)(2)(b) of the NSI Act; (ii) a final order pursuant to Section 26(3) of the NSI Act permitting the Acquisition to proceed; (iii) a final notification confirming that no further action will be taken under the NSI Act pursuant to Section 26(1)(b) of the NSI Act; or (iv) any other written approval or confirmation (whether by order or otherwise) that the Acquisition can proceed; and

the Purchaser having received from the Danish Business Authority (i) written confirmation that no further action will be taken in relation to the Acquisition pursuant to the Danish Investment Screening Act; (ii) an order pursuant to the Danish Investment Screening Act permitting the Acquisition to proceed; (iii) a final notification confirming that no further action will be taken under Danish Investment Screening Act; or (iv) any other written approval or confirmation (whether by order or otherwise) that the Acquisition can proceed,

The Purchaser shall use all reasonable endeavours to ensure that each Regulatory Condition is fulfilled promptly after the date of this Deed, and in any event prior to the Regulatory Longstop Date, including taking all steps (including making notifications and filings) reasonably necessary to satisfy each Regulatory Condition. Without prejudice to the generality of this Clause 6.2, the Purchaser shall in any event:

submit to:

the Investment Security Unit a notice relating to the Acquisition in accordance with the requirements of the NSI Act; and

the Danish Business Authority a notice relating to the Acquisition in accordance with the requirements of the Danish Investment Screening Act,

make and progress all such other notifications and filings required to be made to a Governmental Entity in connection with the Acquisition (if applicable) in accordance with any and all applicable time limits;

provide promptly all information which is requested or required by a Governmental Entity in connection with the satisfaction of each Regulatory Condition, and in any event in accordance with any applicable time limits;

promptly notify the Stakeholder Representatives of any communications with or from any Governmental Entity as soon as reasonably practicable following such communications (provided that if such communication contains information which is commercially sensitive, such information is exchanged on an outside counsel to counsel, confidential basis only);

provide the Stakeholder Representatives with a draft of all submissions, notifications, filings and other communications to be submitted to any Governmental Entity within reasonable time prior to submission to allow the Stakeholder Representatives reasonable opportunity to provide comments, and take account of any reasonable comments of the Stakeholder Representatives on such drafts prior to their submission;

keep the Stakeholder Representatives informed regularly as to progress towards satisfaction of each Regulatory Condition;

offer, commit, accept or agree to, and procure that each member of the Purchaser’s Group offers, commits, accepts or agrees to, any reasonable undertaking, commitment, condition, remedy or other act or assurance which it may become apparent at any time is required in order to ensure that each Regulatory Condition is satisfied before the Regulatory Longstop Date; and

inform the Stakeholder Representatives, as soon as reasonably practicable, upon becoming aware of a fact or circumstance that might prevent each Regulatory Condition from being satisfied before the Regulatory Longstop Date.

The Company shall procure that the Group:

as soon as reasonably practicable notifies the Purchaser of any communication (whether written or oral) received from any Governmental Entity in relation to each Regulatory Condition or the Acquisition, and provides copies of such communication, to the extent permitted by law and insofar as any information is commercially sensitive, such information being exchanged on an outside counsel to counsel, confidential basis only; and

provides to the Purchaser, as soon as reasonably practicable following any request received, all information in its possession or under its control which the Purchaser may reasonably request for the purpose of any necessary filings or submissions to be made by the Purchaser to any Governmental Entity in connection with the satisfaction of each Regulatory Condition or otherwise relating to the Acquisition and, insofar as any information is commercially sensitive, such information being provided on an outside counsel to counsel, confidential basis only.

CLOSING SCHEDULE

Not less than five Business Days prior to the Target Closing Date, the Company and the Stakeholder Representatives shall (following reasonable prior consultation with the Purchaser and having taken into account all reasonable comments thereon made by the Purchaser) provide the Purchaser with:

a schedule (the “Closing Schedule”), substantially in the form of the Pro Forma Closing Schedule, setting out, in each case as at the Target Closing Date:

the Notional Interest Payment;

the EBT Loan Interest Accrual;

the Value;

the proportion of the Value attributable to the Acquisition Shares;

the Disclosed Seller Transaction Costs, including details of which Disclosed Seller Transaction Costs have not been and will not be paid prior to the Effective Time (plus the amount of VAT (including the Stakeholder Representatives’ good faith estimate of the amount thereof which is Irrecoverable VAT) payable on the Disclosed Seller Transaction Costs together with currency, payee and account details);

the Pre-Closing Leakage Amount (if any);

the Preference Share Consideration;

the Effective Date Ordinary Share Consideration;

the Consideration;

the Closing Cash Consideration; and

the Closing Share Consideration; and

a schedule (the “Closing Allocation Table”), substantially in the form of the Signing Allocation Table (updated to reflect any changes made or to be made between the date of this Deed and the Effective Date), setting out, for each Seller, in each case as at the Target Closing Date:

the number and class of Acquisition Shares which are legally and/or beneficially held;

that Seller’s Leakage Proportion of the Pre-Closing Leakage Amount (if any);

that Seller’s share of the Preference Share Consideration;

that Seller’s share of the Effective Date Ordinary Share Consideration;

that Seller’s share of the Closing Cash Consideration;

that Seller’s share of the Closing Share Consideration;

that Seller’s share of the Ordinary Share Consideration;

the number of shares of Parent Stock (and, if applicable, Purchaser Rollover Notes and Jacobs Rollover Notes) (if any) to be issued to that Seller; and

that Seller’s Deferred Consideration Percentage.

If the Effective Date is deferred, or expected to be deferred, beyond the Target Closing Date and a Closing Schedule and/or Closing Allocation Table has been delivered to the Purchaser prior to such deferral occurring, the Company and the Stakeholder Representatives shall deliver a revised Closing Schedule and Closing Allocation Table to the Purchaser calculated by reference to the Effective Date as so deferred, in which event the Closing Schedule and Closing Allocation Table previously submitted shall cease to apply for all purposes.

FINANCING COOPERATION

Prior to the Effective Date the Company shall, and shall use reasonable endeavours to procure that the Group Companies and their respective directors, officers, employees, advisers and representatives shall, provide reasonable cooperation in connection with the arrangement of any debt financing required in connection with the Acquisition by the Purchaser, including allowing the Purchaser and its representatives, upon reasonable notice:

reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Group; and

reasonable access to the directors and employees of the Group (who shall be instructed to give all such information, assistance, explanations and to participate in all meetings and presentations to prospective lenders as the Purchaser or any person acting on the Purchaser’s behalf may reasonably request),

LEAKAGE

Each of the Stakeholder Representatives:

warrants to the Purchaser that there has not been from (but excluding) the Locked Box Date to (and including) the date of this Deed; and

undertakes to procure that there will not be from (but excluding) the date of this Deed to (and including) the Effective Date,

Subject to Clauses 9.10 and 9.12 to 9.13 (inclusive), in the event of any breach of Clause 9.1 by a Stakeholder Representative, such Stakeholder Representative shall, with effect from the Effective Time, on demand by the Purchaser pay to the Purchaser an amount in cash equal to such Leakage (or, if Clause 9.9 applies, their Leakage Proportion of such Leakage). The Purchaser and the Stakeholder Representatives acknowledge that the Purchaser’s only rights and remedies in respect of any breach of Clause 9.1 are under and/or pursuant to the Scheme and this Clause 9.2, and Clauses 9.6 and 9.8.

A payment made under Clause 9.2 will, so far as permitted by law, be treated as having reduced the Consideration received by such Stakeholder Representative by the amount of such payment.

If, prior to the date falling ten months after the Effective Date, the Purchaser becomes aware of any Leakage from (but excluding) the Locked Box Date to (and including) the Effective Date to or for the benefit of any Scheme Shareholder or any Scheme Shareholder’s Connected Persons, it shall notify the Stakeholder Representatives in

If the Purchaser and the Stakeholder Representatives are unable to reach agreement in writing in respect of any matters contemplated by Clause 9.4 within 10 Business Days of receipt of a Leakage Notice in accordance with Clause 9.4, then either the Purchaser or the Stakeholder Representatives may refer the matters in dispute (the “Disputed Leakage Matters”) for determination in accordance with the provisions of Schedule 3.

Subject to Clauses 9.11 to 9.13 (inclusive), if, prior to the Effective Date, and following service of a Leakage Notice in accordance with Clause 9.4, either:

the Purchaser and the Stakeholder Representatives agree: (i) that such Leakage has occurred, (ii) the amount thereof; and (iii) the identity of the relevant Scheme Shareholders to whom such Leakage is attributable; or

having followed the process set out in Schedule 3, the Expert has determined: (i) that such Leakage has occurred; (ii) the amount thereof; and (iii) the identity of the relevant Scheme Shareholders to whom such Leakage is attributable,

If, as at the date which is five Business Days prior to the Target Closing Date, the Expert has yet to determine the matters contemplated by Clause 9.6.2, then the aggregate of all such amounts to the extent reasonably estimated in good faith (the “Undetermined Leakage”) will be treated as a Pre-Closing Leakage Amount provided that if (following completion of the Expert determination process set out in Schedule 3) the Expert determines that all or any portion of such Undetermined Leakage is not Leakage in respect of which Scheme Shareholders are liable, the Purchaser shall, within five Business Days, pay to the relevant Scheme Shareholder(s) (pursuant to this Deed and the Scheme) an amount equal to the amount by which their portion of Closing Cash Consideration was reduced in accordance with the foregoing terms of this Clause 9.7.

Subject to Clauses 9.11 to 9.13 (inclusive), if, after the Effective Date, and following service of a Leakage Notice in accordance with Clause 9.4, either:

the Purchaser and the Stakeholder Representatives agree: (i) that such Leakage has occurred, (ii) the amount thereof; and (iii) the identity of the relevant Seller(s) to whom such Leakage is attributable; or

having followed the process set out in Schedule 3, the Expert has determined: (i) that such Leakage has occurred; (ii) the amount thereof; and (iii) the identity of the relevant Seller(s) to whom such Leakage is attributable,

Any Leakage falling under limb (f) or (g) of the definition thereof but, in the case of (g), only if and to the extent that such Leakage arises in respect of Leakage falling under limb (f) of the definition of Leakage, shall be deemed to be paid for the benefit of all holders of Acquisition Shares in their respective Leakage Proportions.

No Stakeholder Representative shall be liable for any claim under Clause 9.1 unless: (i) a Leakage Notice is given by the Purchaser to the relevant Stakeholder Representative in accordance with Clause 9.4 within six months following the Effective Date; and (ii) unless previously satisfied, settled or withdrawn, legal proceedings in respect of the claim have been commenced by being both issued and served within six months after such Leakage Notice is given.

No Scheme Shareholder shall be liable for Leakage under Clause 9.8, and the Purchaser shall have no right to withhold any amounts from the Deferred Consideration Shares Value unless: (i) a Leakage Notice is given by the Purchaser in accordance with Clause 9.4 to the Stakeholder Representatives within ten months following the Effective Date; and (ii) unless previously satisfied, settled or withdrawn, the Expert determination process set out in Schedule 3 has commenced within one month after such Leakage Notice is given.

The aggregate liability of each Scheme Shareholder in respect of any Leakage shall not exceed an amount equal to the Leakage received by, or given for the benefit of, or deemed to be received pursuant to Clause 9.9 by him/her/it or by or to any Connected Person of that Scheme Shareholder.

The Purchaser shall not be entitled to recover any amounts in respect of Leakage under any provision of this Clause 9 to the extent that the relevant Leakage has already been recovered under any other provision of this Clause 9.

References in this Clause 9 to Leakage being “attributable” to any person shall mean that such Leakage is received by, or given for the benefit of, or deemed to be received by that person or by or to any Connected Person of that person.

WARRANTIES

Company and Stakeholder Representative Warranties

in the case of each Stakeholder Representative only, he is the sole legal and beneficial owner of the Shares set out opposite his name in columns C, D and E of the Signing Allocation Table;

in the case of the Company:

it is validly existing and is duly incorporated under the law of its jurisdiction of incorporation; and

it has taken or will have taken by the Effective Time all corporate action required by it to authorise it to enter into and perform the Transaction Documents to which it is a party;

it/he has the legal right and full power and authority to execute, deliver and perform this Deed and the Transaction Documents to which it/he is a party;

the Transaction Documents to which it/he is a party will, when executed, constitute valid and binding obligations of it/him in accordance with their respective terms; and

the execution and delivery by it/him of, and the performance by it/him of its/his obligations under, this Deed and the Transaction Documents to which it/he is a party will not:

in the case of the Company, result in a breach of any provision of its articles of association, by-laws or equivalent constitutional document;

result in a breach of, or constitute a default under, any instrument to which it/he is a party or by which it/he is bound, and which is material in the context of the Acquisition;

result in a breach of any order, judgment or decree of any court or governmental agency to which it/he is a party or by which it/he is bound, and which is material in the context of the Acquisition; or

require it/him to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Deed both on an unconditional basis and on a basis which cannot be revoked (provided that this paragraph (d) shall not extend to those consents or approvals referred to in Clause 2 and 6).

LIMITATION OF LIABILITY

Time Limitation for Claims

Neither the Company nor any Stakeholder Representative shall be liable under this Deed unless a notice of the claim is given by the Purchaser to the relevant Party (other than, subject to Clauses 9.10 and 9.11, any claim in respect of Leakage pursuant to Clause 9 or any claim under or pursuant to Clause 16) within 18 months following the Effective Time.

Any claim notified by the Purchaser to another Party pursuant to this Clause shall specify the matters set out in Clause 11.1.1.

Notification of Claims under this Deed

Maximum Liability

The aggregate liability of each Stakeholder Representative in respect of all claims under this Deed (other than, subject to Clauses 9.10 and 9.11, any claim in respect of Leakage pursuant to Clause 9) shall not exceed an amount equal to the Consideration received by such Stakeholder Representative.

The aggregate liability of the Company in respect of all claims under this Deed shall not exceed an amount equal to the aggregate Consideration.

Commencement of Proceedings

Contingent Liabilities

Losses

No Double Recovery and No Double Counting

Mitigation of Losses

Fraud

PURCHASER’S WARRANTIES AND UNDERTAKINGS

The Purchaser’s Warranties

it is validly existing and is duly incorporated under, in respect of the Purchaser, the laws of England and Wales, and in respect of the Parent, the laws of Delaware;

it has the legal right and full power and authority to execute, deliver and perform this Deed and the Transaction Documents to which it is a party;

the Transaction Documents to which it is a party will, when executed, constitute valid and binding obligations on it in accordance with their respective terms;

it has taken or will have taken by the Effective Date all corporate action required by it to authorise it to enter into and perform the Transaction Documents to which it is a party; and

the execution and delivery by it of, and the performance of its obligations under, this Deed and the other Transaction Documents to which it is a party will not:

result in a breach of any provision of its articles of association, by-laws or equivalent constitutional documents;

result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the Acquisition;

result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound, and which is material in the context of the Acquisition; or

other than as required pursuant to the Regulatory Conditions, require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Deed both on an unconditional basis and on a basis which cannot be revoked.

The Purchaser’s Financing Undertakings

The Purchaser’s obligations under this Deed are not subject to any conditions regarding its or any other person’s ability to obtain financing for the consummation of the Acquisition.

The Purchaser warrants that at the Effective Time it will have the necessary cash resources and/or definitive fundable loan agreements from its financing sources (together, the “Financing Agreements”) which together are sufficient to meet its obligations under this Deed, the Private Treaty SPA and the Scheme.

The Purchaser undertakes to each of the other Parties that it will not, without the prior written consent of the Stakeholder Representatives, terminate or amend or vary any term or condition of the Financing Agreements in any manner which would adversely affect the Purchaser’s ability to fulfil its payment obligations pursuant to this Deed and the Scheme.

In no event shall any Stakeholder Representative have any recourse against or be entitled to seek or obtain any recovery, judgment, monetary damages or injunctive or other relief against any such financing sources under any legal or equitable theory whatsoever (whether in contract, tort or otherwise), including for any alleged damage or loss relating to this Deed or the performance of or failure to consummate any transactions contemplated by it.

Notification Obligation

DELIVERABLES

On the date of this Deed, the Parties shall deliver (or ensure that there is delivered) all those documents respectively listed in relation to that Party in paragraph 1 of Schedule 2.

On the Effective Date, each of the Parties shall deliver or perform (or ensure that there is delivered or performed) all those documents, items and actions respectively listed in relation to that Party in paragraphs 2 and 3 Schedule 2.

TERMINATION

This Deed (other than the Surviving Clauses) shall terminate with immediate effect and all rights and obligations of the Parties under this Deed shall cease forthwith, as follows:

if agreed in writing between the Parties; or

upon notice by any Party to the other Parties, if the Effective Time has not occurred on or before 5pm (UK time) on the Long Stop Date.

Termination of this Deed shall be without prejudice to the rights of any of the Parties which have arisen at or prior to termination.

GUARANTEE OF THE PURCHASER’S OBLIGATIONS

The Parent unconditionally and irrevocably guarantees to the Company and the Stakeholder Representatives the due and punctual performance and observance by the Purchaser of all its obligations, commitments, undertakings and warranties under or pursuant to this Deed (the “Purchaser’s Guaranteed Obligation”) and agrees that if the Purchaser’s Guaranteed Obligation is or becomes unenforceable, invalid or illegal it shall, as an independent and primary obligation, indemnify the Company and the Stakeholder Representatives immediately on demand against all Losses which the Company and the Stakeholder Representatives suffer through or arising from any act or omission that would be a breach by the Purchaser of the Purchaser’s Guaranteed Obligation if the relevant Purchaser’s Guaranteed Obligation were not unenforceable, invalid or illegal, to the extent of any limit on the liability of the Purchaser in this Deed.

If and whenever the Purchaser defaults for any reason whatsoever in the performance of the Purchaser’s Guaranteed Obligation, the Parent shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Purchaser’s Guaranteed Obligation in the manner prescribed by this Deed and so that the same benefits shall be conferred on the Company and the Stakeholder Representatives as they would have received if the Purchaser’s Guaranteed Obligation had been duly performed and satisfied by the Purchaser.

This guarantee is to be a continuing guarantee and accordingly is to remain in force until the Purchaser’s Guaranteed Obligation has been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Company or the Stakeholder Representatives may now or hereafter have or hold for the performance and observance of the Purchaser’s Guaranteed Obligation.

As a separate and independent stipulation the Parent agrees that any of the Purchaser’s Guaranteed Obligations (including any moneys payable) which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation on or of the Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser or any other fact or circumstances (other than any limitation imposed by this Deed) shall nevertheless be enforceable against and recoverable from the Parent as though the same had been incurred by the Parent and the Parent were the sole or principal obligor in respect thereof and shall be performed or paid by the Parent on demand.

The liability of the Parent under this Clause 15 shall not be affected, impaired, reduced or released by:

any variation of the Purchaser’s Guaranteed Obligations;

any forbearance, neglect or delay in seeking performance of the Purchaser’s Guaranteed Obligation or any granting of time for such performance;

the illegality, invalidity, unenforceability of, or any defect in, any provision of this Deed or the Purchaser’s obligations under this Deed;

any insolvency or similar proceeding; or

any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

CONFIDENTIALITY

Announcements

Confidentiality

Subject to Clauses 16.1 and 16.2.2, from the date of this Deed to the date falling two years after the date of this Deed, each of the Parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Deed or any Transaction Document which relates to:

the existence and the provisions of this Deed and of any Transaction Document;

the negotiations relating to this Deed and any Transaction Document; or

in the case of the Stakeholder Representatives, any information relating to the Group Companies following the Effective Date and any other information relating to the business, financial or other affairs (including future plans and targets) of the Jacobs Standalone Group.

Clause 16.2.1 shall not prohibit disclosure or use of any information if and to the extent:

the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of any Party or its holding company are listed;

the disclosure or use is required by any Stakeholder Representative in the ordinary course of such Stakeholder Representative’s employment by any Group Company;

the disclosure or use is required to vest the full benefit of this Deed in the Parties;

the disclosure or use is required for the purpose of any judicial or arbitral proceedings arising out of this Deed or any Transaction Document;

the disclosure is reasonably made to a Tax Authority;

the disclosure is made on a confidential basis to professional advisers or actual or potential debt or equity financiers of any Party or any member of the Jacobs Standalone Group or any member of the Group provided that such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the Acquisition or any matters arising in connection with the Acquisition;

the information is or becomes publicly available (other than by breach of this Deed);

the other Parties have given prior written approval to the disclosure or use; or

the information is independently developed after the Effective Date,

OTHER PROVISIONS

Further Assurances

Whole Agreement

The Transaction Documents contain the whole agreement between the Parties relating to the sale and purchase of the Acquisition Shares to the exclusion of any terms implied by law which may be excluded by contract and supersede any previous written or oral agreement between the Parties in relation to the sale and purchase of the Acquisition Shares.

Each Party acknowledges that, in entering into the Transaction Documents, it is not relying on any representation, warranty or undertaking not expressly incorporated into them.

Each Party agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with the Transaction Documents shall be for breach of the terms of the Transaction Documents and each of the Parties waives all other rights and remedies (including those in tort or arising under statute) in relation to any such representation, warranty or undertaking.

Nothing in this Clause 17.2 excludes or limits any liability for fraud.

Assignment

Third Party Rights

Variation

Method of Payment and Set Off

Any payments pursuant to this Deed shall be effected by crediting for same day value the account specified by or on behalf of the Party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected) on or before the due date for payment.

Payment of a sum in accordance with this Clause 17.6 shall constitute a payment in full of the sum payable and shall be a good discharge to the payee (and those on whose behalf such payment is made) of the payor’s obligation to make such payment and the payor (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.

Any payments pursuant to this Deed shall be made in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by law or as otherwise agreed by the Parties or as expressly set out in this Deed, including (for the avoidance of doubt) Clause 9.4).

Costs

Stamp Duty, Fees and Taxes

Stakeholder Representatives

VAT

Notices

Any notice or other communication in connection with this Deed (each, a “Notice”) shall be:

in writing;

in English; and

delivered by hand, recorded or special delivery or courier using an internationally recognised courier company, or email.

A Notice to the Company shall be sent to the following address, or such other person or address as the Company may notify to the other Parties from time to time.

A Notice to the Stakeholder Representatives shall be sent to the following address, or such other person or address as the Stakeholder Representatives may notify to the other Parties from time to time.

A Notice to the Parent or the Purchaser shall be sent to the following address, or such other person or address as the Parent or the Purchaser (as applicable) may notify to the other Parties from time to time.

Subject to Clause 17.11.6, a Notice shall be effective upon receipt and shall be deemed to have been received:

at the time recorded by the delivery company in the case of recorded delivery or special delivery;

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

at time of sending, if sent by email, provided that receipt shall not occur if the sender receives an automated message indicating that the message has not been delivered to the recipient.

A Notice that is deemed by Clause 17.11.5 to be received on a day that is not a Business Day or after 5pm on any Business Day shall be deemed to be received at 9am on the next Business Day.

For the purposes of this Clause 17, all references to time are to local time in the place of receipt.

Invalidity

If any provision in this Deed shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 17.12.1 then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Deed and the legality, validity and enforceability of the remainder of this Deed shall, subject to any deletion or modification made under Clause 17.12.1, not be affected.

Counterparts

Agreement Prevails

No Waiver

No failure or delay by any Party in exercising any right or remedy provided under this Deed shall operate as a waiver of it, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of it or the exercise of any other right or remedy.

Any waiver of a breach of this Deed shall not constitute a waiver of any subsequent breach.

Governing Law and Submission to Jurisdiction

This Deed and other Transaction Documents which are not expressed to be governed by another law and any non-contractual obligations arising out of or in connection with this Deed and such other Transaction Documents shall be governed by English law.

Each of the Parties irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Deed and other Transaction Documents and that accordingly any proceedings arising out of or in connection with this Deed and other Transaction Documents shall be brought in such courts.

Appointment of Process Agent

The Parent hereby irrevocably appoints the Purchaser as its agent to accept service of process in the United Kingdom in any legal action or proceedings arising out of or in connection with this Deed.

The Parent shall inform the Company, the Purchaser and the Stakeholder Representatives in writing of any change of address of such process agent within 14 days of such change.

If such process agent ceases to be able to act as such or to have an address in the United Kingdom, the Parent irrevocably agrees to appoint a new process agent in the United Kingdom and to deliver to the Company and the Stakeholder Representatives within 14 days a copy of a written acceptance of appointment by the process agent.

Nothing in this Deed shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts.

Name

Address

INITIAL DELIVERABLES

the Company will deliver to the Purchaser a copy of the resolution of the directors (or duly constituted committee of the directors) of the Company authorising execution by the Company of each of this Deed and the Transaction Documents to which it is a party; and

the Purchaser will deliver to the Company a copy of the resolution of the directors of the Purchaser authorising the execution by the Purchaser of each of this Deed and the Transaction Documents to which it is a party.

CLOSING DELIVERABLES AND ACTIONS

On the Effective Date:

the Company will deliver to the Purchaser a copy of the Private Treaty SPA duly executed by (i) the EBT Trustee and (ii) each Identified Leaver by PA Holdings Limited as attorney for each such Identified Leaver, together with deeds of adherence from all Additional Leavers;

the Purchaser will deliver to the Company and the Stakeholder Representatives a copy of the Private Treaty SPA duly executed by the Purchaser and the Parent;

the Purchaser will comply with its obligations under Clause 5.8.1 and the Scheme to pay the Scheme Closing Cash Consideration;

the Purchaser will comply with its obligations under Clause 5.8.1 and the Scheme to issue such number of Purchaser Rollover Notes to the relevant Sellers as are to be issued by it in accordance with the Scheme (as set out in the Closing Allocation Table);

the Parent will procure that each applicable member of the Jacobs Standalone Group complies with its obligations under the Scheme to issue such number of Jacobs Rollover Notes to the relevant Sellers as are to be issued by it in accordance with the Scheme, or any put/call option agreement to be entered into pursuant to the Scheme (as set out in the Closing Allocation Table);

the Parent will comply with its obligations under Clause 5.8.1 and the Scheme to issue such number of shares of Parent Stock to the relevant Sellers as are to be issued by it in accordance with the Scheme and/or any put/call option agreement to be entered into pursuant to the Scheme (as set out in the Closing Allocation Table);

subject to the applicable service providers having provided final invoices for the full amounts thereof, the Purchaser will procure, if and to the extent not paid prior to the Effective Date, the payment by the Company of the Disclosed Seller Transaction Costs (together with any applicable VAT); and

the Purchaser and the Parent shall deliver or make available to the Stakeholder Representatives the deed of termination in respect of the Investment Agreement in the Agreed Terms, duly executed by the Investor.

On the Effective Date, the Company and the Stakeholder Representatives shall deliver or make available to the Purchaser:

the written resignations of each of the directors identified by the Purchaser to the Stakeholder Representatives in writing from the office as a director of the Company (and each other Group Company of which they are a director) in the Agreed Terms to take effect immediately following the Effective Time; and

the deed of termination in respect of the Investment Agreement in the Agreed Terms, duly executed by the Company and the Stakeholder Representatives.

BOARD MEETINGS AND RESOLUTIONS

On the Effective Date, the Company shall procure that a meeting of the directors (or duly constituted committee of the directors) of the Company is held at which:

it will be resolved that the Purchaser is registered as holder of the Acquisition Shares in the Company’s register of members; and

the resignations of such directors identified by the Purchaser to the Stakeholder Representatives in writing will be tendered and accepted to take effect immediately after the Effective Time,

On or before the Effective Date, the Purchaser shall procure that a meeting of the board of directors of the Purchaser shall be held at which it will be resolved that the Sellers to be issued Purchaser Rollover Notes pursuant to the Scheme are registered as the holders of such Purchaser Rollover Notes.

On or before the Effective Date, the Parent shall procure that a meeting of the board of directors of each applicable member of the Jacobs Standalone Group shall be held at which it will be resolved that any Sellers to be issued Jacobs Rollover Notes pursuant to the Scheme or any put/call option agreement to be entered into under the terms thereof are registered as the holders of such Jacobs Rollover Notes.

If any Disputed Leakage Matters are not agreed within the time period specified in Clause 9.5:

either the Purchaser or the Stakeholder Representatives may refer the Disputed Leakage Matters to such independent firm of chartered accountants of international repute (or if no such firm is available, such other firm of independent accountants) as may be agreed between them in writing; or

if the Purchaser and the Stakeholder Representatives are unable to agree on such appointment within 10 Business Days of an appointee being proposed by either the Purchaser or the Stakeholder Representatives for this purpose, then the Purchaser and the Stakeholder Representatives shall make a joint application requesting the President of the Institute of Chartered Accountants in England and Wales (“ICAEW”) to nominate an independent firm of chartered accountants (the “Expert”) under the President’s Nomination Scheme, such application to be made within ten Business Days of such request being made. The Purchaser and the Stakeholder Representatives shall each:

promptly take all actions necessary to enable submission of a joint application for the nomination of an Expert in accordance with this paragraph 1(b), including completing and signing all forms, indemnities and any other documentation required for the President of the ICAEW to make their nomination;

use all reasonable endeavours to agree (and shall not unreasonably withhold or delay their consent to) the terms of engagement with the person nominated to act as Expert in accordance with this paragraph 9(b), including signing any engagement letter or other documentation relating to the Expert’s appointment; and

bear equally between them the administration fee or other charges or expenses payable to the ICAEW in connection with the application to nominate the Expert.

The Expert appointed in accordance with paragraph 1 shall act on the following basis:

the Expert shall act as an expert and not as an arbitrator;

the Expert’s terms of reference and scope of determination shall be limited exclusively to determining the Disputed Leakage Matters (being (i) whether Leakage has occurred, (ii) the amount thereof; and (iii) the identity of the relevant Scheme Shareholders to whom such Leakage is attributable) and, in determining such matters the Expert shall make its determination based solely on the provisions of this Deed and on the written representations of the Purchaser and the Stakeholder Representatives provided in accordance with paragraph 2(d) below (but only to the extent such written representations support the application of the provisions of this Deed);

the Expert’s determination of any Disputed Leakage Matters which relate to the quantum of any items of Leakage shall be within the range of such Leakage specified by (on the one hand) the Purchaser and (on the other hand) the Stakeholder Representatives;

except to the extent that the Purchaser and the Stakeholder Representatives agree otherwise and/or as set out herein and subject to paragraph 4, the Expert shall determine its own procedure but the procedure of the Expert shall:

give the Purchaser and the Stakeholder Representatives a reasonable opportunity to make written representations and provide written submissions; and

require that:

the Expert simultaneously exchange submissions amongst the Purchaser and the Stakeholder Representatives only once such written submissions have been received from both the Purchaser and the Stakeholder Representatives; and

any discussions with the Expert only occur in the presence of, in the case of the Purchaser, the Stakeholder Representatives, and in the case of the Stakeholder Representatives, the Purchaser; and

the Expert’s costs (including any fees and costs of any advisers appointed by the Expert) shall be borne proportionately by the Purchaser (on the one hand) and the Scheme Shareholders to whom the Leakage is attributable, each in accordance with their Leakage Proportion (on the other hand), based on the percentage that the portion of the contested amount not awarded to such person or persons bears to the amount contested by such person or persons, as finally determined by the Expert.

The Parties shall cooperate with the Expert and shall comply with all reasonable requests made by the Expert in connection with the carrying out of its duties.

The Purchaser and the Stakeholder Representatives shall instruct the Expert to:

make its determination as soon as is reasonably practicable, and in any event within 10 Business Days after receipt of all necessary information from the Purchaser and the Stakeholder Representatives;

make its determination in writing and include reasons for each relevant determination; and

send its determination simultaneously to the Purchaser and the Stakeholder Representatives by email to addresses provided by them for the purpose.

The determination of the Expert pursuant to paragraph 4 above shall be final and binding on the Parties in respect of any matter falling within the Expert’s jurisdiction (save in the event of fraud or manifest error, in which case the relevant part of the determination shall be void and the matter shall be referred to another firm of independent accountants on the terms of this Schedule 3 for correction).

Without prejudice to Clause 16, each of the Parties shall, and shall procure that their respective advisers and the Expert shall:

keep confidential all information and documents provided to them pursuant to this Schedule 3; and

use or disclose such information and documents solely in connection with the proceedings of the Expert or in defending any claim or argument or alleged claim or argument relating to the Disputed Leakage Matter.

Nothing in this Schedule 3 shall entitle any Party or the Expert access to any information or document that is protected by legal professional privilege or litigation privilege, provided that this paragraph 7 shall not entitle any Party to refuse to disclose such parts of any documents as contain only the facts on which the relevant claim or argument is based.

Executed as a deed by

PA CONSULTING GROUP LIMITED

acting by:

 )

 )

 )

 )

 )

 )

Executed as a deed by

CHRISTIAN NORRIS

in the presence of:

Witness

 )

 ) /s/ Christian Norris

 )

Executed as a deed by

KULLY JANJUAH

in the presence of:

Witness

 )

 ) /s/ Kully Janjuah

 )

Executed as a deed by

ALAN MIDDLETON

in the presence of:

Witness

 )

 ) /s/ Alan Middleton

 )

Executed as a deed by

JACOBS UK HOLDINGS LIMITED

acting by:

 )

 )

 )

 )

 )

Executed as a deed by

JACOBS SOLUTIONS, INC

acting by:

 )

 )

 )

 )

 )