Exhibit 10.28

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”. CERTAIN SCHEDULES OR SIMILAR ATTACHMENTS HAVE BEEN OMITTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(a)(5) OF REGULATION S-K.

DATED 11 AUGUST 2026

PROJECT GROUND BIDCO LIMITED

AND

PROJECT GROUND DE BIDCO GMBH

AND

ACTEON GROUP OPERATIONS (UK) LIMITED

SHARE PURCHASE AGREEMENT

SIDLEY AUSTIN LLP
70 ST MARY AXE
LONDON EC3A 8BE
UNITED KINGDOM

TED DB / 103510-10140

CONTENTS

THIS AGREEMENT is made on 11 August 2026 (the "Agreement")

BETWEEN:

each a "party", and together the "parties".

THE PARTIES AGREE AS FOLLOWS:

"2025 Accounts" means:

as well as any notes, documents and statements to them (copies of which are contained in the Data Room); and

as well as any notes, documents and statements to them (copies of which are contained in the Data Room);

"A&M Structure Papers" means:

"Accounting Standards" means generally accepted accounting principles in the relevant jurisdiction as applied by the relevant Target Group Company;

"Accounts" means:

as well as any notes, documents and statements to them (copies of which are contained in the Data Room), together the "Audited Accounts"; and

as well as any notes, documents and statements to them (copies of which are contained in the Data Room), together the "Unaudited Accounts";

"Accounts Date" means 31 December 2024;

"Acteon Singapore Holdings" means Acteon Singapore Holdings Pte Ltd, a private limited company registered in Singapore with registered no. 201330934C, whose registered address is at 107 Tuas South Avenue 8, Acteon Singapore Operations Centre, Singapore 637036;

"Acteon Singapore Operations" means Acteon Singapore Operations Pte Ltd, a private limited company registered in Singapore with registered no. 200814307K, whose registered address is at 107 Tuas South Avenue 8, Acteon Singapore Operations Centre, Singapore 637036;

"Affiliate" means:

"Agency Worker" means any individual who is supplied by a third party to work for and under the supervision and direction of any Target Group Company as at the date of this Agreement;

"AML Laws" means all Applicable Laws concerning anti-money laundering, financial record keeping or counter-terrorist financing;

"Anti-Bribery Laws" means all Applicable Laws relating to anti-bribery or anti-corruption in any jurisdiction (including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 and any related guidance from time to time);

"Applicable Law" means any:

"Asset Transfer Agreement" means the asset transfer agreement between Large Diameter Drilling (as seller) and Menck UK (as buyer) dated 1 March 2026, pursuant to which the business and assets of Large Diameter Drilling (including the shares in Menck Australia Pty Ltd) were transferred to Menck UK;

"Assurance" means any indemnity, guarantee, security agreement or similar commitment or agreement;

"Authority" means any:

"Bank Guarantee" means any bank guarantee, performance bank guarantee, demand guarantee, advance payment guarantee, counter-guarantee, standby letter of credit, performance letter of credit, warranty bond, performance bond or similar instrument issued or procured by a bank, financial institution, bonding provider or other issuer in respect of any obligation of any Target Group Company, including each instrument listed in Part 1 of Schedule 10 (Bank Guarantees and Seller Group Guarantees);

"Borrowings" means, in relation to a Target Group Company, all financial indebtedness and amounts in the nature of financial indebtedness, owed by that Target Group Company, including:

and references in this Agreement to "repayment" of any Borrowings shall mean the taking of any action necessary to eliminate the liability of that Target Group Company for such financial indebtedness or amounts in the nature of financial indebtedness, and any related words or phrases shall be construed accordingly;

"Business Day" means a day (excluding Saturdays and Sundays) on which banks generally are open in London, England and Copenhagen, Denmark for the transaction of normal banking business;

"Cash" means, in respect of each Target Company (without double counting) the aggregate amount of:

of each Relevant Target Group Company as at the Relevant Time, but excluding for all purposes:

as calculated in accordance with Clause 5 and on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts) and as set out in the Completion Accounts. An illustrative calculation of Cash is set out in the Schedule 9 (Balance Sheet Mapping Schedule), with the items marked as "Cash" representing the relevant components of Cash;

"Cash Equivalents" means any assets that are capable of being readily converted into a known amount of cash within a forty-eight (48)-hour period;

"Claim" means each of a Fundamental Warranty Claim, a General Warranty Claim, a Tax Warranty Claim, a Tax Covenant Claim, and/or a Contractual Claim;

"Commercial Projects & Proposals" means the contracts involving both the Menck Group and the Acteon Group, whereby the parties are committed (or have committed, as between themselves) to joint projects with third parties that are mutually beneficial and profitable to both the Seller Group and the Target Group as listed in Schedule 12 (Commercial Projects & Proposals), in the agreed form;

"Completion" means the completion of the sale and purchase of the Shares in accordance with Clause 4;

"Completion Accounts" means the accounts prepared in accordance with Clause 5 and on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts);

"Completion Date" means the date of this Agreement;

"Completion Payment" means, together, Completion Payment - Germany, the Completion Payment - United Kingdom, the Completion Payment - Singapore Holdings and the Completion Payment - Singapore Operations;

"Completion Payment - Germany" means the amount of the Estimated Consideration – Germany;

"Completion Payment - Singapore Holdings" means the amount of the Estimated Consideration – Singapore Holdings;

"Completion Payment - Singapore Operations" means the amount of the Estimated Consideration – Singapore Operations;

"Completion Payment - United Kingdom" means the amount of the Estimated Consideration – United Kingdom;

"Completion Shareholding Schedule" means Schedule 1 (Completion Shareholding Schedule), setting out the legal and beneficial ownership of the issued shares in each Target Group Company as at the date of this Agreement;

"Completion Statement" means, together, the Completion Statement - Germany, the Completion Statement - United Kingdom, the Completion Statement - Singapore Holdings and the Completion Statement - Singapore Operations;

"Completion Statement - Germany" means the completion statement in respect of Menck GmbH agreed or finally determined in accordance with Clause 5, in the form set out in Part 1 of Schedule 6 (Completion Statement);

"Completion Statement - Singapore Holdings" means the completion statement in respect of Acteon Singapore Holdings agreed or finally determined in accordance with Clause 5, in the form set out in Part 2 of Schedule 6 (Completion Statement);

"Completion Statement - Singapore Operations" means the completion statement in respect of Acteon Singapore Operations agreed or finally determined in accordance with Clause 5, in the form set out in Part 3 of Schedule 6 (Completion Statement);

"Completion Statement - United Kingdom" means the completion statement in respect of Menck UK agreed or finally determined in accordance with Clause 5, in the form set out in Part 4 of Schedule 6 (Completion Statement);

"Confidential Information" means the Seller's Confidential Information, the Purchasers' Confidential Information and the Deal Confidential Information;

"Confidentiality Agreements" means the confidentiality agreement entered into between Acteon Group Operations (UK) Limited and Cadeler A/S on 17 April 2026 and the clean team agreement entered into between Acteon Group Operations (UK) Limited and Cadeler A/S on 26 June 2026;

"Confidentiality Termination Agreement" means the deed of termination in respect of the Confidentiality Agreements, in the agreed form;

"Consideration" means together, the Consideration - Germany, the Consideration - United Kingdom, the Consideration - Singapore Holdings and the Consideration - Singapore Operations, each as calculated pursuant to Clause 3;

"Consideration - Germany" has the meaning set out in Clause 3.1;

"Consideration - Singapore Holdings" has the meaning set out in Clause 3.3;

"Consideration - Singapore Operations" has the meaning set out in Clause 3.4;

"Consideration - United Kingdom" has the meaning set out in Clause 3.2;

"Consultant" means any individual who is not an Agency Worker, Employee or Worker who has undertaken to do or perform personally, or is supplied to do or perform personally, any work or services for any Target Group Company as at the date of this Agreement;

"Contractor" means any current or former Consultant, Agency Worker or Worker;

"Contractual Claims" means all claims made under or in connection with this Agreement or the Transaction Documents, including any claim for breach of the covenant against Leakage in Clause 3, and any other claim by the Purchaser against the Seller under any matter indemnified under this Agreement or the Transaction Documents, other than General Warranty Claims, Tax Warranty Claims, Tax Covenant Claims and Fundamental Warranty Claims;

"Copyrights" means copyrights, design rights and other works of authorship (whether registered or unregistered) (including databases and Software), in any medium of expression, whether or not published and whether or not copyrightable, mask works, database rights, and all applications, registrations, extensions and renewals in connection therewith;

"COTSS" means:

"Courseulles Contract" means the agreement entered into between [REDACTED], as contractor and [REDACTED], as sub-contractor, on [REDACTED] (as subsequently amended from time to time);

"Courseulles Contract Long Stop Date" means [REDACTED];

"Courseulles Services Agreement" means the services agreement entered into between Large Diameter Drilling and Menck UK on 1 March 2026 pursuant to the Asset Transfer Agreement, under which Menck UK provides worker services to Large Diameter Drilling on a cost pass-through basis to enable it to perform the Courseulles Contract, and under which Large Diameter Drilling indemnifies Menck UK against any third-party or worker claims arising from such services, in the agreed form;

"Creation" or "Created" means created, developed, invented, discovered, derived, programmed or designed;

"CTA 2009" means the Corporation Tax Act 2009;

"CTA 2010" means the Corporation Tax Act 2010;

"Current Use" means the identified use for each Leasehold Property as Disclosed;

"Dangerous Substance" means any natural or artificial substance or thing (whether in a solid, liquid, gas, vapour or other form) that is: (a) capable (alone or in combination) of causing harm to humans or any other living organism or of damaging the Environment or public health or welfare; and/or (b) toxic, radioactive, flammable, corrosive, polluting, explosive or otherwise hazardous in nature (including any waste);

"Data Room" means the electronic data room containing documents relating to the Target Group Companies maintained on behalf of the Seller by Sterling Data Rooms at [REDACTED] and made available to the Purchasers and their advisers;

"Data Room Documents" means the documents and other information contained in the Data Room as at 17.20 hrs GMT on August 6, 2026 and included in the index which is annexed to the Disclosure Letter, copies of which are stored on the USB delivered to the Purchasers' Solicitors at Completion for the purposes of identification;

"Deal Confidential Information" means the existence, terms and contents of the Transaction Documents;

"Debt" means, in respect of each Target Company, (without double counting), the aggregate amount of the following liabilities:

in each case, in relation to the Relevant Target Group Company as at the Relevant Time, together with any interest accrued and any prepayment, premiums or other penalties, fees, expenses or breakage costs arising in connection with the repayment of such indebtedness, to the extent unpaid, but excluding for all purposes:

as calculated in accordance with Clause 5 and on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts). An illustrative calculation of Debt is set out in the Schedule 9 (Balance Sheet Mapping Schedule), with the items marked as “Debt” representing the relevant components of Debt;

"Default Rate" means the rate of four (4) per cent. per annum above the base rate of the Bank of England from time to time, compounded daily;

"Defaulting Party" has the meaning given in Clause 4.11;

"Disclosed" means fairly disclosed in sufficient detail to enable the Purchasers to identify and assess the nature and scope of the matter disclosed;

"Disclosure Letter" means the letter delivered prior to the execution of this Agreement by the Seller to the Purchasers in relation to the Warranties, the receipt of which has been acknowledged by the Purchasers;

"Disputes" has the meaning given in Clause 34.2;

"DP Laws" means all Applicable Law relating to data protection and privacy that is or has been from time to time applicable to any Target Group Company in any jurisdiction, including:

"Draft Completion Accounts" has the meaning given in Clause 5.2;

"Draft Completion Statement" has the meaning given in Clause 5.2;

"EEA" has the meaning given in paragraph (c) of the definition of DP Laws;

"Employee" means any individual employed by any Target Group Company under a contract of employment as at the date of this Agreement;

"Employee and/or Contractor Generated IPRs" has the meaning given in paragraph 20.3 of Schedule 2 (The Warranties);

"Employee Benefit Scheme" means any agreement, commitment, arrangement, scheme, custom or practice, in each case whether or not:

for the payment of any pension, allowance, lump sum or other retirement or death benefit on or after death, accident, retirement or termination of employment (whether voluntary or not) or during any period of sickness or disablement;

"Encumbrance" means any security interest (including any mortgage, charge, pledge, lien or assignment), any right to acquire (including any option or right of pre-emption) or any right to restrict dealings (including any trust or reservation of title) or any other arrangement having analogous or similar effect;

"Enterprise Value – Germany" means £[REDACTED];

"Enterprise Value – Singapore Holdings" means £[REDACTED];

"Enterprise Value – Singapore Operations" means £[REDACTED];

"Enterprise Value – United Kingdom" means £[REDACTED];

"Environment" means any and all organisms (including man), ecosystems, property and the following media:

"Environmental Health Law" means all international, European Union, national, federal, state or local laws (including common and statute law and civil and criminal law), subordinate legislation and mandatory regulatory codes of practice (including statutory instruments, permits, circulars, directives, decisions, regulations, treaties and conventions), and all other Applicable Laws concerning or relating to:

which are binding on the Seller or any Target Group Company in the relevant jurisdiction in which the Seller or any Target Group Company is operating;

"Estimated Cash" means, in respect of each Target Company, the estimate of the aggregate amount of Cash in the Relevant Target Group Companies as at the Relevant Time on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts) as specified in the Estimated Completion Statement;

"Estimated Completion Statement" means, for each of the Target Companies, the estimated completion statement set out in Schedule 5 (Completion Accounts) which has been prepared by the Seller and the Purchasers in accordance with Clause 5 and on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts);

"Estimated Consideration – Germany" means an amount equal to the sum of the Enterprise Value – Germany, plus the Estimated Cash of Menck GmbH, plus the Estimated Intra-Group Receivables of Menck GmbH, plus the Estimated Working Capital Adjustment Amount of Menck GmbH, less the Estimated Debt of Menck GmbH and less the Estimated Intra-Group Payables of Menck GmbH;

"Estimated Consideration – Singapore Holdings" means an amount equal to the sum of the Enterprise Value – Singapore Holdings, plus the Estimated Cash of Acteon Singapore Holdings, plus the Estimated Intra-Group Receivables of Acteon Singapore Holdings, plus the Estimated Working Capital Adjustment Amount of Acteon Singapore Holdings, less the Estimated Debt of Acteon Singapore Holdings and less the Estimated Intra-Group Payables of Acteon Singapore Holdings;

"Estimated Consideration – Singapore Operations" means an amount equal to the sum of the Enterprise Value – Singapore Operations, plus the Estimated Cash of Acteon Singapore Operations, plus the Estimated Intra-Group Receivables of Acteon Singapore Operations, plus the Estimated Working Capital Adjustment Amount of Acteon Singapore Operations, less the Estimated Debt of Acteon Singapore Operations and less the Estimated Intra-Group Payables of Acteon Singapore Operations;

"Estimated Consideration – United Kingdom" means an amount equal to the sum of the Enterprise Value – United Kingdom, plus the Estimated Cash of Menck UK, plus the Estimated Intra-Group Receivables of Menck UK, plus the Estimated Working Capital Adjustment Amount of Menck UK, less the Estimated Debt of Menck UK and less the Estimated Intra-Group Payables of Menck UK;

"Estimated Debt" means, in respect of each Target Company, the estimated aggregate amount of Debt of the Relevant Target Group Companies as at the Relevant Time on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts) as specified in the Estimated Completion Statement;

"Estimated Intra-Group Loan Amounts" means the Estimated Intra-Group Payables and the Estimated Intra-Group Receivables;

"Estimated Intra-Group Payables" means, in respect of each Target Company, the estimated aggregate amount of Intra-Group Payables held by the Relevant Target Group Companies as at the Relevant Time on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts) as specified in the Estimated Completion Statement;

"Estimated Intra-Group Receivables" means, in respect of each Target Company, the estimated aggregate amount of Intra-Group Receivables held by the Relevant Target Group Companies as at the Relevant Time on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts) as specified in the Estimated Completion Statement;

"Estimated Working Capital Adjustment Amount" means, in respect of each Target Company, the estimated aggregate amount of the Working Capital Adjustment Amount of the Relevant Target Group Companies as at the Relevant Time on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts) as specified in the Estimated Completion Statement;

"Financial Statements" means the financial statements for the financial year which ended on the Accounts Date in respect of each Target Group Company;

"Fraud" means fraud or fraudulent activity of any kind, including: (a) any dishonest act or omission committed in order to gain an advantage, or to disadvantage another; (b) being a knowing participant to the carrying on of an activity with an intent to defraud creditors; (c) cheating the public revenue; (d) false accounting; (e) false statements by company directors; (f) fraudulent trading; (g) participating in a fraudulent business; (h) obtaining services dishonestly; (i) fraud by false representation, by failing to disclose information, or by abuse of position; or (j) any aiding, abetting, counselling or procuring the commission of any fraudulent act or omission;

"Fraud Laws" means all Applicable Laws concerning Fraud or fraudulent activity of any kind, including the UK Fraud Act 2006 and the UK Economic Crime and Corporate Transparency Act 2023;

"Fund" means any fund, trust, company, partnership, limited partnership, investment scheme, pension fund, insurance company, body corporate or other entity, arrangement or co-investment vehicle, in each case, the assets of which are managed for investment purposes;

"Fundamental Warranties" means the Warranties set out in paragraphs 1 and 2 of Schedule 2 (The Warranties);

"Fundamental Warranty Claim" means a claim by the Purchasers against the Seller for a breach of any of the Fundamental Warranties;

"General Warranty Claim" means a claim by the Purchasers against the Seller for a breach of any of the Warranties (except for the Fundamental Warranties);

"German Bidco" as the meaning given in the preamble;

"German Share" means the shares representing the entire issued share capital of Menck GmbH, as set out in Part 1 of Schedule 1 (Completion Shareholding Schedule);

"German Share Transfer Deed" means the notarial share transfer agreement (Anteilsübertragungsvertrag) governed by German law to be executed before a German notary public between the Seller and German Bidco in respect of the transfer of the German Share in the agreed form;

"GST Group" means a GST Group, within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

"Hardware" means all computer hardware, equipment, electronics, platforms, servers, workstations, routers, hubs, switches, interfaces, data communication lines, networks and telecommunications equipment websites and Internet-related information technology infrastructure, wide area network and other data communications or information technology equipment or networks (in each case) used by a Target Group Company;

"Health & Safety Laws" means all Applicable Law relating to health, safety and welfare matters (including building safety and fire safety matters);

"HMRC" means His Majesty's Revenue and Customs;

"ICAEW" means the Institute of Chartered Accountants in England and Wales;

"IFRS" means International Financial Reporting Standards, International Accounting Standards and interpretations of those standards issued by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee and their predecessor bodies as adopted by the United Kingdom;

"Independent Expert" has the meaning given in Clause 5.8;

"Initial Review Period" has the meaning given in Clause 5.5;

"Intellectual Property Rights" or "IPRs" means all rights in or in relation to any and all Patents, utility models, Trademarks, service marks, rights in designs, moral rights, get-up, trade, business or domain names, Copyrights, topography rights, rights in inventions, logos, Know-How, trade secrets and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character in each case in any part of the world and whether registered or not and including any applications to register or rights to apply for registration of any of the foregoing;

"Intra-Group Agreements" has the meaning given in paragraph (a) of Clause 10.3;

"Intra-Group Loan Amounts" means the Intra-Group Payables and the Intra-Group Receivables;

"Intra-Group Payables" means, in respect of each Target Company, the aggregate of the amounts owing from each Relevant Target Group Company to any member of the Seller Group, including all principal debt, accrued interest, fees, costs, penalties and any early redemption fees as at Completion, calculated in accordance with Clause 5 and on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts) but excluding any amount owing or payable under the Courseulles Services Agreement. An illustrative calculation showing the relevant balance sheet line items to be taken into account for these purposes is set out in Schedule 9 (Balance Sheet Mapping Schedule);

"Intra-Group Receivables" means, in respect of each Target Company, the aggregate of the amounts owing by any member of the Seller Group to each Relevant Target Group Company, including all principal debt, accrued interest, fees, costs, penalties and any early redemption fees as at Completion, calculated in accordance with Clause 5 and on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts) but excluding any amount owing or payable under the Courseulles Services Agreement. An illustrative calculation showing the relevant balance sheet line items to be taken into account for these purposes is set out in Schedule 9 (Balance Sheet Mapping Schedule);

"Investigation" means any action, suit, warning letter, notice of violation, penalty, judgment, decision, consent order, voluntary self-disclosure, investigation, inquiry or enforcement proceedings or other process (whether criminal or otherwise) by any Authority in any jurisdiction;

"IPR Licence In" means an express licence to use an IPR granted to a Target Group Company, but excluding:

"IPR Licence Out" has the meaning given in paragraph 20.14 of Schedule 2 (The Warranties);

"Know-How" means confidential or proprietary industrial, technical or commercial information and techniques in any form (including paper, electronically stored data, magnetic media, files and microfilm) including, without limitation, drawings, data relating to inventions, formulae, test results, reports, research reports, project reports and testing procedures, shop practices, instruction and training manuals, market forecasts, specifications, quotations, lists and particulars of customers and suppliers, marketing methods and procedures, show-how and advertising copy;

"Large Diameter Drilling" means Large Diameter Drilling Limited, a private limited company incorporated in England and Wales with registered no. 06320039, whose registered address is at Kingfisher House, 1 Gilders Way, Norwich, Norfolk, England, NR3 1UB;

"Leakage" means:

but (i) excluding: (A) any amount which is advanced as an Intra-Group Receivable or an Intra-Group Payable, or the repayment of any amount of any Intra-Group Receivable or Intra-Group Payable; (B) any amount of Permitted Leakage, and (C) any VAT recoverable by repayment or credit by a Target Group Company in respect of any supply for which such Leakage is the consideration, or otherwise in connection with such Leakage; and (ii) net of any Relief to the extent such Relief is reasonably expected to give rise to an actual cash Tax benefit or saving for any Target Group Company in respect of any accounting period commencing prior to Completion, the current accounting period or the subsequent accounting period;

"Lease" means the lease under which a Leasehold Property is held;

"Lease Sums" has the meaning given in paragraph 14.12 of Schedule 2 (The Warranties);

"Leasehold Property" means the leasehold properties set out in Schedule 8 (Properties);

"Liability Proportion" means the amount expressed as a percentage equal to: (a) the amount of Consideration the relevant Purchaser has paid; divided by (b) the total Consideration paid by the Purchasers (in each case, as adjusted in accordance with Clauses 5 and 6);

"Logo Copyrights" means copyrights protecting any logo (or similar) used by a Target Group Company in the six (6)-year period ending on Completion;

"Low Value Software" means any Software used by a Target Group Company, in respect of which the maximum cumulative spend by the Target Group Companies on that Software and related support in any twelve (12) month period has never exceeded £100,000, provided such Software is provided to the Target Group Company on a non-exclusive basis;

"LTIP Payments" means the payments described in Schedule 11 (LTIP Payments and Retention Bonuses), payable to the individuals and in the amounts specified in Schedule 11 (LTIP Payments and Retention Bonuses) on or before the due date for payment specified therein;

"Malicious Code" has the meaning given in paragraph 22.1(b) of Schedule 2 (The Warranties);

"Management Accounts" means the management accounts of Menck GmbH, Acteon Singapore Holdings Pte Ltd, Acteon Singapore Operations Pte Ltd, Menck Pte Ltd, Menck UK Ltd and Menck Australia Pty Ltd comprising:

as well as any notes, documents and statements to them (copies of which are contained in the Data Room);

"Marine Cargo Insurance Claim" means the insurance claim in respect of damaged equipment on [REDACTED] with an expected payout of £[REDACTED];

"Marine Foundations Accounts" means the unaudited combined balance sheet of the Target Group as at the Marine Foundations Accounts Date;

"Marine Foundations Accounts Date" means 31 May 2026;

"Material Agreement" means each of the customer, supplier and intercompany contracts that have been confirmed by the Seller Group as material from a systemic risk or operational perspective, in the context of the revenue and expenditures of the Target Group, including each of the contracts contained in Folders 3.1.5 and 3.2.5 of the Data Room;

"Menck GmbH" means a private limited company registered in Germany with registered no. HRB 3894 NO at the district court Kiel, whose registered address is at Am Springmoor 5 a, 24568 Kaltenkirchen;

"Menck UK" means Menck UK Ltd, a private limited company registered in England and Wales with registered no. 15888223, whose registered address is at Kingfisher House, 1 Gilders Way, Norwich, Norfolk, England, NR3 1UB (which operates an Irish branch registered under the business name "Menck Grouting Services" at The Rubicon Centre, Bishopstown, Cork, Ireland, T12 Y275);

"Non-Defaulting Party" has the meaning given in Clause 4.11;

"Non-German Shares" means the shares representing the entire issued share capital of the Non-German Target Companies, as set out in Part 1 of Schedule 1 (Completion Shareholding Schedule);

"Non-German Target Companies" means the Singapore Target Companies and Menck UK;

"Open Source Materials" means all software or other material that is distributed as copyleft, community source code, "free software" (as defined by the Free Software Foundation), "open source software" (as defined by the Open Source Initiative) (including but not limited to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL) and the Apache License) or under similar licensing or distribution terms;

"Parent Company Guarantee" means any parent company guarantee, letter of comfort, indemnity, Assurance or other credit support issued or provided by any Seller Group Company in respect of any obligation of any Target Group Company, including each such instrument listed or described in Part 2 of Schedule 10 (Bank Guarantees and Seller Group Guarantees);

"Patents" means patents and rights to inventions (whether or not patentable or reduced to practice), all improvements thereto and all industrial designs (including utility model rights, design rights and industrial property rights), patent and industrial design applications and registrations, and rights in patent disclosures, together with all reissues, continuations, continuations-in-part, revisions, divisionals, extensions and re-examinations in connection therewith;

"Permit" means a permit, licence, consent, approval, certificate, qualification, specification, registration or other authorisation and/or a filing of a notification report or assessment necessary in any jurisdiction for the proper and efficient operation of each Target Group Company's business and/or its ownership, possession, occupation or use of an asset in accordance with Applicable Law;

"Permitted Leakage" means any of the following;

"Planning Acts" means the Town and Country Planning Act 1990, the Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the Planning (Consequential Provisions) Act 1990, the Planning and Compensation Act 1991, the Planning and Compulsory Purchase Act 2004, the Planning Act 2008, the Localism Act 2011, the Growth and Infrastructure Act 2013, the Housing and Planning Act 2016, the Neighbourhood Planning Act 2017 and any other legislation from time to time regulating the use or development of land;

"Previously Owned Land & Buildings" means any land and buildings that have, at any time before the date of this Agreement, been owned (under whatever tenure), controlled, leased, occupied or used by the Target Group Companies, but which are either:

"Privacy Policy" means any:

"Proceedings" has the meaning given in Clause 34.2;

"Prohibited Payment" means any:

"Properties" means the Leasehold Properties set out in Schedule 8 (Properties);

"Proprietary Know-How" means any Know-How, information or knowledge (in each case howsoever stored) that was Created by or for (in each case) a Target Group Company and that:

"Public Official" means an individual who:

"Purchaser Default" has the meaning given in paragraph (c) of Clause 4.11;

"Purchaser Records" has the meaning given in Clause 17.1;

"Purchaser Relevant Person" has the meaning given in Clause 10.2;

"Purchaser Wrong Pocket Transferee" means such member of the Purchasers’ Group as is nominated by the Purchasers as the transferee of a Target Wrong Pocket Asset (or part thereof) for the purposes of Clause 15.1;

"Purchasers" has the meaning given in the preamble;

"Purchaser's Account" means the account of each Purchaser as notified by each Purchaser to the Seller in writing (provided that any such notification shall be required to be delivered to the Seller no later than five (5) Business Days prior to any payment to be made by the Seller to each Purchaser in accordance with the terms of this Agreement);

"Purchaser's Confidential Information" means: (a) all information relating to the business, financial or other affairs of any member of the Purchasers’ Group disclosed to the Seller in the context of discussions relating to the Transaction (including the identity of each Purchaser or the Purchasers' Group, future plans and targets of any member of the Purchasers' Group); and (b) all information relating to the business, financial or other affairs of any Target Group Company;

"Purchasers' Group" means each Purchaser and its Affiliates, from time to time and all of them and each of them as the context admits (including, following Completion, the Target Group Companies);

"Purchasers' Solicitors" means Allen Overy Shearman Sterling LLP;

"Registered IPR" means: (a) Patents; (b) registered Trademarks; (c) registered designs; (d) all other registered IPRs or registered industrial property rights (in each case) in any part of the world; (e) any applications for any of the foregoing; and (f) any reissues, continuations, continuations-in-part, revisions, divisionals, extensions, and re-examinations of any of the foregoing;

"Related Person(s)" means, in relation to any party, its group undertakings from time to time and all of them and each of them as the context admits;

"Release Documents" means the deed of release, the resignation letter to the intercreditor agreement originally dated 18 January 2024 and the resignation letter to the facilities agreement originally dated 18 January 2024, executed on or around the date of this Agreement.

"Relevant Employee" means any employee or director, or any former employee or director, of any Target Group Company or any other individual who at any time has undertaken to do or perform personally, or has been supplied to do or perform personally, any work or services for any Target Group Company;

"Relevant Guarantee" means any Bank Guarantee or Parent Company Guarantee, and "Relevant Guarantees" shall be construed accordingly;

"Relevant Target Group Company" means, in respect of (a) Acteon Singapore Holdings, Acteon Singapore Holdings and its Target Subsidiary; (b) Acteon Singapore Operations, Acteon Singapore Operations; (c) Menck GmbH, Menck GmbH and (d) Menck UK, Menck UK and its Target Subsidiary;

"Relevant Time" means 11:59 p.m. UK time on 31 July 2026;

"Relevant Transfer" has the meaning given to such term in the TUPE Regulations;

"Relief" means:

and a reference to the utilisation or set-off of a Relief shall be construed accordingly;

"Remedial Action" means: (a) any works or action limiting, mitigating, remediating, preventing, removing, ameliorating or containing the presence or effect of any Dangerous Substance in or on the Environment; or (b) any investigation, sampling or monitoring in connection with any such works or action;

"Remedy Period" has the meaning given in Clause 5.3;

"Reorganisation" means any pre-Completion transaction or series of transactions undertaken by the Seller Group, on or after 22 March 2024, involving the share capital or loan capital of any member of the Target Group, including as described in the A&M Structure Papers;

"Retention Bonuses" means the payments described in Schedule 11 (LTIP Payments and Retention Bonuses), payable to the individuals and in the amounts specified in Schedule 11 (LTIP Payments and Retention Bonuses) on or before the due date for payment specified therein;

"Reverse Transitional Services Agreement" means the reverse transitional services agreement in the agreed form entered into between the Purchasers and the Seller on Completion, pursuant to which certain Target Group Companies will provide services to members of the Seller Group following Completion;

"Sanctioned Country" means, from time to time, a country or territory which is the target of any comprehensive or country- or territory-wide Sanctions (being at the time of this Agreement: Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Luhansk People's Republic of Ukraine, the so-called Donetsk People's Republic of Ukraine, and the Kherson and Zaporizhzhia regions of Ukraine);

"Sanctioned Person" means at any time:

"Sanctions" means economic, financial or trade sanctions or embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State), the United Nations Security Council, the European Union, any Member State of the European Union or the United Kingdom (including those administered through His Majesty's Treasury) or other applicable sanctions authority or jurisdiction;

"Second Review Period" has the meaning given in Clause 5.6;

"Section 792 Election" means a joint election under section 792 CTA 2009 to be submitted to HMRC to re-allocate any chargeable realisation gain which may arise under section 780 CTA 2009 to a member of the Seller Group;

"Seller" has the meaning given in the preamble;

"Seller’s Confidential Information" means all information relating to the Seller's business, financial or other affairs disclosed to the Purchasers in the context of discussions relating to the Transaction Documents (which shall include the Target Group Companies up to Completion);

"Seller Default" has the meaning given in paragraph (b) of Clause 4.11;

"Seller Group" means the Seller and its group undertakings (excluding the Target Group Companies) from time to time;

"Seller Group Company" means any member of the Seller Group;

"Seller Group Guarantee" means any Parent Company Guarantee, and "Seller Group Guarantees" shall be construed accordingly.

"Seller Records" has the meaning given in Clause 17.2;

"Seller Relevant Person" has the meaning given in Clause 10.1;

"Seller Wrong Pocket Transferee" means such member of the Seller Group as is nominated by the Seller as the transferee of a Seller Wrong Pocket Asset (or part thereof) for the purposes of Clause 15.2;

"Seller Wrong Pocket Asset" means any right, title or interest in any asset which relates exclusively or predominantly to the business carried on by any Seller Group Company on the Completion Date and which is, following Completion, held by any Target Group Company, provided that any Intellectual Property Right which is, following Completion, held by any Target Group Company shall only be a Seller Wrong Pockets Asset if it relates exclusively to the business carried on by any Seller Group Company on the Completion Date;

"Seller's Solicitors" means Sidley Austin LLP of 70 St Mary Axe, London, EC3A 8BE;

"Seller's Solicitors' Account" means the client account of the Seller's Solicitors as notified by the Seller to the Purchasers in writing (provided that any such notification shall be required to be delivered to the Purchasers no later than five (5) Business Days prior to any payment to be made by the Purchasers to the Seller in accordance with the terms of this Agreement);

"Shares" means the shares representing the entire issued share capital of the Target Companies to be sold, directly or indirectly, to the relevant Purchaser at Completion, as set out in Part 1 of Schedule 1 (Completion Shareholding Schedule);

"Singapore Target Companies" mean Acteon Singapore Operations and Acteon Singapore Holdings;

"Social Media" means any websites, software applications, services and databases that use the internet to enable users to create, share or exchange content or information, to participate in social or business networking or to store customer contact information or data (including LinkedIn, Twitter and Facebook);

"Social Media Accounts" means any accounts, pages, handles, feeds and tags in relation to Social Media that have been or are created, used or registered by or on behalf of or in relation to a Target Group Company;

"Software" means all computer software programs and software systems, in both source code and object code format, firmware, middleware, interfaces, data, databases, algorithms, compilers, compilations, higher-level "proprietary languages", application programming interfaces (APIs) and other access solutions, development and design tools and related components, tool sets, user interfaces, manuals and other specifications and documentation;

"Stamp Duty Documents" means a working sheet, or such other document(s) as may be prescribed by the Stamp Duty Branch of the Inland Revenue Authority of Singapore, which compute the net asset value per Share in each Singapore Target Company held by the Seller and generally for the assessment of the stamp duty payable on the transfer of Shares in each Singapore Target Company and which is signed by a director of the relevant Singapore Target Company¹;

"Subrogation Provisions" has the meaning given in Clause 14.1;

"Supplier" means a person who supplies or has supplied goods to, or performs, or who has performed services for or on behalf of, any Target Group Company;

"Systems" means the Hardware and the Software and, in each case, associated manuals, specifications and documentation;

"Target Companies" means:

(and "Target Company" means any one of them);

"Target Company Guarantee" means any guarantee, letter of comfort, indemnity, Assurance or other credit support issued or provided by any Target Group Company in respect of any obligation of any Seller Group Company;

"Target Group" means the Target Companies and the Target Subsidiaries (and "Target Group Company" means any one of them);

"Target Group Company Created Software" means any Software that was written by or for a Target Group Company;

"Target Group Company Data" means all data, information and data compilations contained in the Systems or any databases of the Target Group Companies, including personal data, that are used by, or necessary to the business of any Target Group Company;

"Target Group Company Hardware" has the meaning given in paragraph 21.1 of Schedule 2 (The Warranties);

"Target Group Company IPR Agents" has the meaning given in paragraph 20.8 of Schedule 2 (The Warranties);

¹ Duplicated in 4.2(k).

"Target Group Company Owned IPR" means an IPR that is owned, or purported to be owned, by a Target Group Company, including, without limitation, IPRs currently under development by or for a Target Group Company;

"Target Group Company Products" means any products or equipment leased, sold or hired by the Target Group Companies;

"Target Group Company Registered IPRs" means any Registered IPR that is owned (or purported to be owned) by or exclusively licensed to a Target Group Company;

"Target Group Loans" means:

"Target Subsidiaries" means the subsidiaries of the Target Companies from time to time, being as at the date of this Agreement:

(and "Target Subsidiary" means any one of them);

"Target Working Capital Amount" means in respect of: (a) Menck GmbH, the Target Working Capital Amount - Germany; (b) Menck UK, the Target Working Capital Amount - United Kingdom; (c) Acteon Singapore Holdings, the Target Working Capital Amount - Singapore Holdings; and (d) Acteon Singapore Operations, the Target Working Capital Amount - Singapore Operations;

"Target Working Capital Amount – Germany" means an amount equal to £[REDACTED];

"Target Working Capital Amount – Singapore Holdings" means an amount equal to £[REDACTED];

"Target Working Capital Amount – Singapore Operations" means an amount equal to £[REDACTED];

"Target Working Capital Amount – United Kingdom" means an amount equal to £[REDACTED];

"Target Wrong Pocket Asset" means any right, title or interest in any asset which relates exclusively or predominantly to the business carried on by any Target Group Company on the Completion Date and which is, following Completion, held by any Seller Group Company, provided that any Intellectual Property Right which is, following Completion, held by any Seller Group Company shall only be a Target Wrong Pocket Asset if it relates exclusively to the business carried on by any Target Group Company on the Completion Date;

"Tax" means any form of tax, levy, duty, contribution, withholding, deduction, and whether direct or indirect and whether levied by reference to actual, deemed, gross or net income, profits, escheat, gains, net wealth, asset values, stamp duty, stamp duty reserve tax, stamp duty land tax, withholdings, employment, VAT, sales, receipt, payment, occupation, franchise or values or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security or national insurance contributions (both employee and employer), apprenticeship levy or otherwise and any other payroll taxes or levies) of whatever nature, whenever and wherever imposed, which is collected or assessed by, or payable to, a Tax Authority or any other person as a result of any enactment relating to tax, or any amount paid in respect of, or on account of, any of the foregoing (including under any group tax payment arrangements), together with all related fines, surcharges, penalties and interest or other similar fees and additions to tax, and in each case, whether payable directly or imposed by way of a withholding or deduction and in respect of any person whether their liability for the same is a primary or secondary liability;

"Tax Assessment" means:

"Tax Authority" means HMRC and any other taxing authority or body in any jurisdiction competent to impose, assess, demand, collect, enforce or administer any Tax;

"Tax Claim" means a Tax Covenant Claim or a Tax Warranty Claim;

"Tax Covenant" means the tax covenant set out in Part 2 (Tax Covenant) of Schedule 3 (Tax Schedule);

"Tax Covenant Claim" means a claim under the Tax Covenant;

"Tax Evasion Laws" means Applicable Law relating to tax evasion (including the Criminal Finances Act 2017);

"Tax Warranties" means the warranties set out in Part 3 (Tax Warranties) of Schedule 3 (Tax Schedule);

"Tax Warranty Claim" means a claim by the Purchasers against the Seller for breach of any of the Tax Warranties;

"Third Party" has the meaning given in Clause 33.1;

"Third Party Rights" means any interest or equity of any person other than the parties, the Purchasers' Group and/or the Seller Group (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement, or any agreement to create any of the above;

"Trademarks" means trademarks, service marks, trade names, trade dress, internet domain names, Social Media identifiers and accounts, and all other indicia of origin (whether registered or unregistered), and all applications and registrations in connection therewith and renewals and extensions thereof, and all goodwill associated with any of the foregoing;

"Transaction" means the transactions contemplated by this Agreement and the other Transaction Documents;

"Transaction Documents" means this Agreement, the Disclosure Letters, the Transitional Services Agreement, the Reverse Transitional Services Agreement, the German Share Transfer Deed, the W&I Insurance Policy and each document referred to in this Agreement;

"Transitional Services Agreement" means the transitional services agreement in the agreed form entered into between the Seller and the Purchasers on Completion;

"TUPE Regulations" means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time and any other similar automatic transfer of employment legislation in any jurisdiction;

"UK Bidco" as the meaning given in the preamble;

"UK GDPR" means the General Data Protection Regulation (EU) 2016/679 as it forms part of the law of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018;

"W&I Insurance Policy" means the warranty and indemnity insurance policy in respect of the Warranties and the Tax Covenant as issued to the Purchasers on the date of this Agreement by the W&I Insurers at the sole cost of the Purchasers;

"W&I Insurers" means the underwriters for the W&I Insurance Policy;

"Warranties" means the warranties set out in Schedule 2 (The Warranties);

"Worker" means any director, officer or worker engaged by any Target Group Company as at the date of this Agreement;

"Working Capital Adjustment Amount" means, in respect of each Target Company, the amount equal to the difference between the Working Capital Amount of the Relevant Target Group Companies and the respective Target Working Capital Amount of the relevant Target Company, provided that:

"Working Capital Amount" means, in respect of each Target Company, the aggregate amount (without double counting) of the following current assets (or such other assets as expressly stated below) of the Relevant Target Group Companies:

less the aggregate amount of the following combined current liabilities of the Relevant Target Group Companies;

in each case, in relation to the Relevant Target Group Company as at the Relevant Time, but excluding for all purposes:

as calculated in accordance with Clause 5 and on the basis of the accounting policies and procedures set out in Schedule 5 (Completion Accounts). An illustrative calculation of the Working Capital Amount is set out in Schedule 9 (Balance Sheet Mapping Schedule), with the items marked as "Working Capital Amount" representing the relevant components of the Working Capital Amount.

For the avoidance of doubt, in respect of Menck GmbH the obligations in this Clause 2.1 constitute the contractual basis (Verpflichtungsgeschäft) for the transfer of the Shares only; the parties acknowledge that under German law legal title to the share in Menck GmbH shall pass exclusively pursuant to, and upon execution of, the German Share Transfer Deed.

all documents and items delivered in accordance with this Agreement shall cease to be held to the order of the person delivering them and Completion shall be deemed to have taken place.

then:

and, in each case, Completion shall be deferred to the date ten (10) Business Days after the date of the notice, and so that the provisions of this Clause 4, apart from this Clause 4.11, shall apply to Completion as so deferred. Given that Completion is expected to take place simultaneously with the execution of this Agreement in accordance with Clause 4.1, any deferral of Completion under this Clause 4.11 shall not, of itself, require any revision to the Estimated Completion Statement or the Completion Payment as agreed on the date of this Agreement, unless the Seller and the Purchasers otherwise agree in writing. For the purposes of the remainder of this Clause 4, the party in default shall be referred to as the "Defaulting Party" and the party not in default shall be referred to as the "Non-Defaulting Party".

in each case, within twenty (20) Business Days of the date of the Seller's notice of non-acceptance pursuant to Clause 5.5 (or such other time as the Seller and the Purchasers may agree in writing) (the "Second Review Period").

and:

and:

and:

provided that if any third party consent or approval is required for the transfer of a Target Wrong Pocket Asset (or part thereof) to be effective or lawful then:

provided that if any third party consent or approval is required for the transfer of a Seller Wrong Pocket Asset (or part thereof) to be effective or lawful then:

(in each case, a "Pre-Completion Insurance Claim") then the Seller and the Purchasers shall procure that:

and provided that should any such period of extension of coverage under the Existing Insurance Policies be afforded to the Target Group, the Purchasers shall indemnify and hold harmless, and keep indemnified, the Seller and each member of the Seller Group for:

The liability of the Purchasers in respect of this Agreement and the Transaction Documents shall be several (and not joint or joint and several) in the relevant Purchaser’s Liability Proportion.

and any such beneficiary of security may assign all or any of those rights for the purpose of enforcing such security assignment or charge.

On request by any party, each party shall, as soon as reasonably practicable, insofar as it is reasonably able, do or procure the doing of all such acts and execute or procure the execution of all such documents (in a form reasonably satisfactory to the requesting party) as the requesting party may reasonably consider necessary or appropriate to carry this Agreement into effect and to give the requesting party the full benefit of it.

Each party on behalf of itself and as agent for each of its Related Persons acknowledges and agrees with the other party (each such party acting on behalf of itself and (where applicable) as agent for each of its Related Persons) that:

This Agreement may be varied only by a document signed by, or for and on behalf of, the Seller and the Purchasers.

No party shall be entitled to rescind or terminate this Agreement in any circumstance whatsoever (whether before or after Completion).

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction:

shall not be affected or impaired in any way.

with copies to:

Kalvebod Brygge 43

DK-1560 Copenhagen

Denmark

with a copy to:

One Bishops Square

London

E1 6AD

and shall be deemed to have been duly given or made as follows:

provided that if, in accordance with the above provisions, any such notice, demand or other communication would otherwise be deemed to be given or made after 5.00 p.m. on a Business Day, such notice, demand or other communication shall be deemed to be given or made at 9.00 a.m. on the next Business Day.

Schedule 1 - COMPLETION SHAREHOLDING SCHEDULE

[REDACTED]

Schedule 2
The Warranties

[REDACTED]

Schedule 3
TAX SCHEDULE

[REDACTED]

Schedule 4
Limitations on Liability

[REDACTED]

Schedule 5
Completion Accounts

[REDACTED]

Schedule 6
COMPLETION STATEMENT

[REDACTED]

Schedule 7
INTRA-GROUP LOAN AMOUNTS

[REDACTED]

Schedule 8
PROPERTIES

[REDACTED]

Schedule 9
BALANCE SHEET MAPPING SCHEDULE

[REDACTED]

Schedule 10 - Bank GUARANTEES AND SELLER GROUP GUARANTEES

[REDACTED]

Schedule 11 – LTIP PAYMENTS AND RETENTION BONUSES

[REDACTED]

Schedule 12 – Commercial Projects & Proposals

[REDACTED]

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

SIGNED for and on behalf of

PROJECT GROUND BIDCO LIMITED

SIGNED for and on behalf of

PROJECT GROUND DE BIDCO GMBH

[Signature Pages to Project Ground SPA]

SIGNED for and on behalf of

ACTEON GROUP OPERATIONS (UK) LIMITED

[Signature Pages to Project Ground SPA]