Exhibit 99.3

EXECUTION VERSION

Contents

 

Schedules

BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT IS DATED 21 October 2026 AND MADE BETWEEN:

and

the Company and the Buyer each a "Party" and together the "Parties".

BACKGROUND:

Statement and the Schedule 14D-9 and shall recommend to the Company's shareholders at the relevant general meeting of the Company to vote in favour of the Resolutions

THE PARTIES AGREE AS FOLLOWS:

Certain terms used in this Agreement are defined in Schedule 1 (Definitions).

in accordance with the provisions of the German Takeover Act (including any claims under Section 31 (3) through (6) German Takeover Act) and the Exchange Act where applicable, the "Offer Consideration").

The Buyer shall procure that the statement of an independent investment services enterprise pursuant to Section 13 para. 1 sentence 2 of the German Takeover Act (the "Cash Confirmation"), confirming that the Buyer has the necessary means at its disposal to fully finance the Offer as well as the related transaction costs, is available prior to filing of the Tender Offer Document for clearance with Bafin. The Buyer has provided to the Company a draft of the Cash Confirmation substantially in the form in which such independent investment services enterprise pursuant to Section 13 para. 1 sentence 2 of the German Takeover Act has agreed to provide the Cash Confirmation.

the first (1st) trading day on the NYSE following the execution of this Agreement by way of a press release issued jointly by the Buyer and the Company (the "Joint Announcement"). A copy of the agreed Joint Announcement is attached hereto as Schedule 3-B.

other terms of this Agreement that would materially affect the economic intent of the Parties or the substance of the Offer, in each case as of the date of this Agreement, except for changes required by Bafin in accordance with Section 31(1), (6) and (7) German Takeover Act and Section 4 German Takeover Regulation (other than changes caused by the Company or any person acting jointly with the Company within the meaning of Section 2 (5) of the German Takeover Act, except for the Buyer and its Affiliates).

Governmental Authority and at such time as to be reasonably agreed by the Parties, disseminated or made generally available, in each case as and to the extent required by the Applicable Rules.

respective Affiliates, equity commitment providers, (co-)investors or advisors shall assume or be deemed to have assumed any responsibility or liability for the content of the Reasoned Position Statement or the Schedule 14D-9 or their compliance with the provisions of the German Takeover Act and the Exchange Act, except that the Buyer shall be responsible for the accuracy and completeness of all information provided by or on behalf of the Buyer for inclusion in the Reasoned Position Statement or the Schedule 14D-9. To the extent legally permissible, the Buyer agrees to cooperate in the preparation of the Schedule 14D-9 and the Reasoned Position Statement, and shall, subject to Clause 19.4.2, provide promptly all such information relating to the Buyer, EQT XI or any of its Subsidiaries as may reasonably be requested by the Company or required under the Applicable Rules to be included in the Reasoned Position Statement and the Schedule 14D-9 or as may otherwise be required under the Applicable Rules, and to provide promptly, and cause its directors, officers, employees, outside legal counsel, accountants and financial advisors to provide promptly, such customary assistance as may be reasonably requested by the Company in connection with the foregoing.

potential extension pursuant to Section 21 para. 5, Section 22 para. 2 German Takeover Act (the "Acceptance Period"; the lapse of the last day of the Acceptance Period, the "End of the Acceptance Period"); provided that, for the avoidance of doubt, in no event shall the End of the Acceptance Period occur on a date that is earlier than twenty (20) business days (as defined in Rule 14d-1(g)(3) under the Exchange Act) after (and including the day of) the Commencement Date.

Offer Conditions (the "Settlement", and the time that the Offeror accepts for exchange, and exchanges and pays the Offer Consideration for, all of the Company Shares validly tendered and not withdrawn, the "Settlement Date"). For Company Shares held through a U.S. custodian, the Settlement procedures described in the Offer Documents will describe the process by which tendering holders may receive U.S. dollars upon Settlement; the mechanism and terms for the exchange as part of the Settlement will be customary for a transaction of this type and be determined by the Buyer in its reasonable discretion and subject to Applicable Rules, provided that prior to making any such determination, the Buyer shall consult in good faith with the Company and take into account any reasonable comments from the Company as to the proposed mechanism and terms for the exchange.

The Buyer shall not, and the Buyer shall cause all covered persons (as defined in Rule 14e-5 under the Exchange Act) not to, directly or indirectly purchase or arrange to purchase any Company Shares or other subject securities (as defined in Rule 14e-5 under the Exchange Act) except as part of the Offer, except as and to the extent permitted by the Applicable Rules (including any SEC Relief).

To the extent that the SEC does not confirm that the exemptive and/or no-action relief previously granted in connection with the terminated acquisition of the Company by Thermo Fisher Scientific Inc. (the "Prior SEC Relief") can be relied upon with respect to the Offer and the Transactions, in whole or in part, or if the Buyer and the Company together determine in good faith that additional or supplemental exemptive and/or no-action relief from requirements of the Exchange Act that are in conflict with the requirements of German or Dutch Applicable Rules is necessary or advisable with respect to the Offer and the Transactions (any relief, together with any Prior SEC Relief that is determined to be available, the "SEC Relief"), the Buyer shall, as promptly as practicable following such determination by the Buyer and the Company, submit confidentially to the staff of the SEC a draft request for such SEC Relief. The Buyer will consult with the Company and its counsel and provide the Company and its counsel a reasonable opportunity to review and comment on each draft and the final request for SEC Relief a reasonable time prior to the submission of such draft or final request to the SEC, and the Buyer will keep the Company and

its counsel reasonably informed as to the discussions and status of such request for SEC Relief and will provide the Company with a copy of the letter providing SEC Relief as soon as possible after Buyer's receipt thereof. The Buyer will consider in good faith all comments reasonably proposed by the Company and its counsel in connection with the request for SEC Relief. The Buyer shall use commercially reasonable efforts to obtain any such SEC Relief as promptly as practicable after the date of this Agreement.

Notwithstanding anything to the contrary in this Agreement, but without prejudice to Clause 21.1.2, and to the extent allowed under applicable Law, each of the Buyer and the Company and any of their respective Affiliates or agents (including any third-party paying agent) shall be entitled to deduct and withhold from any payments under this Agreement such amounts as the Buyer or the Company or any of their respective Affiliates or agents are required to deduct and withhold with respect to any such payments under applicable Tax Law (for the avoidance of doubt, without any obligation to gross-up the relevant payments). To the extent that such amounts are so withheld and paid to the appropriate Governmental Authority by the Buyer, the Company or any of their respective Affiliates or agents, as the case may be, they shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made. This Clause 2.11 shall apply mutatis mutandis to any amounts payable in connection with any of the Post-Closing Restructuring Measures.

The Company confirms that the Boards, on the terms of and subject to the provisions of this Agreement, taking into account their fiduciary duties, have carefully considered the Transactions, the provisions of this Agreement and all other facts and circumstances, and, having received appropriate financial and legal advice:

performance by the Company of its obligations under this Agreement and the consummation of the Transactions, and no internal approval is required in connection with the Transactions, except for the approval of the Resolutions by the general meeting of the Company;

counsel, reasonably considers to be required in order to comply with applicable Law, including the MAR (provided, however, that if such disclosure has the effect of withdrawing or adversely modifying or qualifying the Company Recommendation, such disclosure shall be deemed to be an Adverse Recommendation Change); or

Any of the actions described in Clauses (a) – (d), an "Adverse Recommendation Change".

(the opinions referenced in Clauses 3.3.1, Clause 3.3.2 and this Clause 3.3.3 hereinafter, the "Fairness Opinions"). The Fairness Opinions will be summarised in the Reasoned Position Statement.

Notwithstanding anything to the contrary set forth in Clause 3.2 (Support) or elsewhere in this Agreement, upon the occurrence of any Intervening Event, any of the Boards may, at any time prior to the End of the Acceptance Period, make an Adverse Recommendation Change, or authorise, resolve, agree or propose publicly to make an Adverse Recommendation Change, provided that:

The Company and the Foundation have each unconditionally agreed pursuant to a binding agreement (the "Foundation Support Agreement") prior to, or as of the date hereof, that (i) the Foundation shall not exercise the Call Option in a way that would reasonably be expected to adversely affect the timely consummation of the Transactions including the Offer, unless and until this Agreement has been terminated pursuant to Clause 17.1 ( Termination by either of the Parties), (ii) if the Foundation exercises the Call Option during the term of this Agreement, which will only occur after reasonable consultation with the Company, the Foundation shall not exercise its voting rights as a shareholder of the Company in a manner that would reasonably be expected to adversely affect the timely consummation of the Transactions, including the Offer, unless and until this Agreement has been terminated pursuant to Clause 17.1 ( Termination by either of the Parties), (iii) the Call Option Agreement shall be terminated by the Company and the Foundation subject only to the Offer being effective as of the Settlement Date and (iv) to the extent any preference shares in the capital of the Company would be held by the Foundation as of the Settlement Date, the Foundation shall transfer such shares to the Offeror under the obligation for the Offeror to pay a cash consideration equal to the aggregate capital paid up on such preference shares plus any accrued dividends within three (3) Business Days following the Settlement Date and to indemnify the Foundation for any claim by the Company on the basis of Section 2:90 DCC. Unless and until this Agreement has been terminated pursuant to Clause 17.1 ( Termination by either of the Parties), the Company hereby undertakes to the Buyer to neither terminate, amend or waive any rights nor grant any consent under the Call Option Agreement without the prior written consent of the Buyer and shall, upon request by the Buyer, enforce all of its rights under the Foundation Support Agreement.

(the amounts of cash needed for such payments referenced in this Clause 4.1.1, the "Settlement Amounts").

The Offeror has received, and delivered to the Company, binding equity commitment letters (the "Equity Commitment Letters") from the Offeror's equity providers, including the Company as a third party beneficiary, providing the Offeror with an aggregate amount of EUR 5,966.9 million in cash (the "Equity Financing"). The Offeror shall, if and to the extent required, at the Settlement Date draw equity under and in accordance with the Equity Commitment Letters to pay the relevant part of the aggregate Offer Consideration payable in respect of the Company Shares. Copies of the Equity Commitment Letters are attached hereto as Schedule 4 (Equity Commitment Letters). The Equity Commitment Letters are in full force and effect and constitute a valid and binding obligation of, enforceable against, their respective issuer in accordance with their respective terms (subject to applicable Bankruptcy and Equity Exceptions). As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of any of any issuer under such Equity Commitment Letters. As at the date of this Agreement, the obligations of the relevant equity providers to fund their commitments under the Equity Commitment Letters are not subject to any condition precedent other than the conditions expressly set forth in the Equity Commitment Letters and, to the Buyer's best knowledge (having made proper enquiries), there are no other agreements, side letters or arrangements relating to the Equity Financing (other than the Equity Commitment Letters) that would adversely affect the availability of, or the conditions to, funding the full amount of the Equity Financing.

or rescinded in any respect that would adversely affect the availability of, or the conditions to, funding the full amount of the Debt Financing.

4.4.1      The Buyer shall not, without the prior written consent of the Company, such consent to be withheld at its sole discretion, terminate or materially amend the terms of the Equity Commitment Letters or the Financing Documentation, provided that notwithstanding the foregoing the Buyer shall be allowed to terminate, amend and replace (without the Company’s consent being required) the Financing Documentation with new or amended financing documentation with the same or other Debt Financing Sources (including, for the avoidance of doubt, facilities agreements and other long form finance documentation as contemplated by the Financing Documentation), or amend the Financing Documentation to add additional Debt Financing Sources, if and to the extent the terms of the financing in the new financing documentation or the amended Financing Documentation are on terms and conditions that ensure the availability of funding the full amount of the Debt Financing, and together with the Equity Commitment Letters, the funding of the Settlement Amounts in full, in the same or not more onerous (and no less certain) terms as the existing Financing Documentation. For the purposes of this Agreement, the term "Financing Documentation" shall be deemed to include any financing documentation with respect to any alternative or replacement financing arranged in compliance with this Agreement (including, for the avoidance of doubt, facilities agreements and other long form finance documentation as contemplated by the Financing Documentation) (and any Financing Documentation remaining in effect at the time in question). If consent from the Company is required for a termination or amendment of the Financing Documentation in accordance with this Clause 4.4, the Buyer shall provide all information reasonably requested by the Company as soon as reasonably practicable to allow the Company to assess the requested consent. If no such consent from the Company is required, the Buyer shall provide the Company with the new financing documentation or the amended Financing Documentation as soon as reasonably practicable following their execution, except for any fee letter referred to in the Financing Documentation, it being understood that such fee letters do not contain any provisions that adversely affect the availability of, or impose additional conditions on the availability of, the financing under the Financing Documentation. For the avoidance of doubt, this Clause 4.4 shall not apply to the Interim Bridge Financing Documentation, which shall be governed solely by Clause 4.5.

from and after the execution of this Agreement, if any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Financing Documentation, the Buyer shall use its best efforts to, as promptly as practicable following the occurrence of such event but no later than the Settlement Date, arrange and obtain from the same or alternative sources of debt financing in an amount, when combined with any Equity Financing and cash on hand, that is sufficient to satisfy the Settlement Amounts which shall not include any conditions precedent or contingencies to the funding of such alternative debt financing on the Settlement Date that are more onerous than those set forth in the Financing Documentation in effect on the date hereof.

Amount to the applicable holders of the Bridged Convertible Notes pursuant to the terms of the Bridged Convertible Notes, arrange and obtain from the same or alternative sources of debt financing in an amount that is sufficient to satisfy the Convertible Note Cash Settlement Amount, on terms and conditions that are not less favourable to the Company in the aggregate (taken as a whole) as those contained in the Interim Bridge Financing Documentation and which shall not include any conditions precedent or contingencies to the funding of such alternative debt financing on the payment dates required by the terms of the Bridged Convertible Notes that are more onerous than those set forth in the Interim Bridge Financing Documentation in effect on the date hereof.

any respect that would adversely affect the availability of, or the conditions to, funding the full amount of the Convertible Note Cash Settlement Amount.

From the date hereof:

Clause 4.7.2 below) use commercially reasonable efforts to cooperate with the Buyer and any of its Affiliates and provide all assistance reasonably necessary in connection with the arrangements or syndication or marketing (including, for the avoidance of doubt, the obtaining of any rating) of any financing or refinancing in relation to the Transactions (including any offering of high yield or other debt securities, any senior secured term loan facility and the replacement, repayment or refinancing of any indebtedness of the Company, any of its Subsidiaries, the Buyer or any of its Affiliates in relation to the Transaction) (the "Financing"), in each case, as may be reasonably requested by the Buyer; provided, that such requested cooperation does not unreasonably interfere with the business or ongoing operations of the Company and its Subsidiaries. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of the Buyer:

Debt Financing and pro-forma financial information, including pro-forma cost savings, synergies, capitalization, or other pro-forma adjustments desired to be incorporated into any pro-forma financial information;

by, or in support of obligations of, the Group that are required to be repaid and/or refinanced at Settlement;

provided that such cooperation does not materially and adversely affect the business of the Group prior to Settlement or materially and unreasonably disturb or interfere with the business of the Group prior to Settlement, and provided further that neither the Company nor any of its Subsidiaries nor any of their respective Affiliates or Representatives shall be required pursuant to this Clause 4.7 to (A) pay any commitment or other fees, in each case, in connection with the Financing other than any financing made available to the Company or any of its Subsidiaries (excluding the Interim Bridge Financing), (B) give any indemnities in connection with the Financing other than any financing (excluding the Interim Bridge Financing) made available to the Company or any of its Subsidiaries, (C) provide (i) any information the disclosure of which is prohibited or restricted under applicable Law or subject to legal privilege (provided that the Company shall inform the Buyer that it is not providing certain information as a result of such privilege and shall use commercially reasonable efforts to provide such information in a manner that does not result in a loss of such privilege) or (ii) any information with respect to which the Company or any of its Subsidiaries owes a duty of confidentiality to a third party (it being understood, in that case, that the Company shall, to the extent permitted by such duty of confidentiality, use commercially reasonable efforts to provide such information in a manner that does not breach such duty), (D) take any action that would conflict with or violate its organizational documents or any applicable Law or would result in a violation or breach of, or default under, any agreement to which the Company or any of its Subsidiaries is a party, or (E) execute any agreement, certificate, document or instrument pursuant to this Clause 4.7 with respect to any Financing that is not contingent on Settlement, and the Company shall not be required to have its financial statements reviewed or audited other than in accordance with past practice (unless otherwise required by the auditors to deliver their comfort letter in accordance with clause (a) above), and further provided that nothing in this Clause 4.7 shall prejudice the Buyer's obligations pursuant to this Clause 4 to have an amount made available to the Buyer pursuant to the Financing Documentation together with the Equity Financing that is sufficient to satisfy the full amount of the Settlement Amounts.

The Buyer acknowledges and agrees that the obtaining of any financing is not a condition to the Buyer's obligation to complete the Transactions. For the

avoidance of doubt, if any financing has not been obtained, the Buyer shall continue to be obligated, prior to any valid termination of this Agreement in accordance with Clause 17.1 ( Termination by either of the Parties) and subject to the satisfaction or waiver of the Offer Conditions, to complete the Transactions on the terms and conditions of this Agreement.

Acceptance Threshold

Shareholder approval

Post-Closing Restructuring Decision

Competition Clearance

(the "Competition Clearances");

Investment Screening Filings

No order limiting consummation of the Offer

No Material Breach

A Material Breach shall only be deemed to have occurred if, within the Acceptance Period, an Independent Expert using the due and careful consideration of a diligent professional, has delivered an opinion to the Buyer that a Material Breach has occurred. The Independent Expert undertakes an evaluation of whether a Material Breach has occurred only if so requested by the Buyer. The Buyer will publish the fact that it has received such expert opinion without undue delay, but in any case no later than the date of the publication pursuant to Section 23 para. 1 sent. 1 no. 2 German Takeover Act, on the internet, in the (German) Federal Gazette (Bundesanzeiger) and the Wall Street Journal with reference to the Offer. The opinion of the Independent Expert shall be binding upon the parties and non-appealable;

No material adverse market change

No insolvency

In accordance with the Applicable Rules, the Offeror shall make a public announcement if it ascertains that an Offer Condition is not, or is incapable of being satisfied and it has decided not to use its right to waive the relevant Offer Condition.

Without prejudice to Clauses 5.1 through 5.3, the Parties shall consult with each other and each of the Parties undertakes to use its reasonable best efforts to procure the fulfilment of the Offer Conditions as soon as reasonably practicable. If at any time a Party becomes aware of a fact or circumstance that might prevent an Offer Condition from being satisfied or that might materially delay the satisfaction of an Offer Condition, it shall, as soon as practicable but not later than twenty-four (24) hours after becoming so aware, inform the other Party in writing. The Company shall notify the Buyer as soon as reasonably possible and in any event within one (1) Business Day after occurrence of the relevant event in writing (i) after the EGM whether and with which majority the Demerger and Share Sale Resolutions and the Governance Resolutions have been adopted at the EGM, (ii) after the adoption of the Post-Closing Restructuring Decision, that it has been adopted, and (iii) after the End of the Acceptance Period of the amount of the Outstanding Capital for purposes of Clause 5.1.1(a) and whether the conditions of Clause 5.1.1(b), (c) and (i) have been satisfied, in each case with reasonable details and supporting documentation. Subject to Clause 14 (Regulatory Clearances), each Party shall make all applications and notifications required by the Offer Conditions and shall use its reasonable best efforts to procure that all such information as is requested by the relevant Governmental Authorities in connection with any such applications and notifications is provided as promptly as reasonably practicable. For the avoidance of doubt, the Parties' obligations with respect to fulfilment of the Regulatory Conditions are governed solely by Clause 14 (Regulatory Clearances) and this Clause 5.4 shall not be deemed to modify the obligations of the Parties with respect to the matters set forth in Clause 14 (Regulatory Clearances).

The Company undertakes to convene an extraordinary general meeting in conformity with Section 2:109 DCC, to be held at least six (6) calendar days prior

to the End of the Acceptance Period, in order to provide the Company's shareholders at a general meeting of the Company with the necessary information concerning the Transactions including the Offer and to adopt the Resolutions (the "EGM").

(the "Demerger and Share Sale Resolutions");

(resolutions (a) through (f), the "Resolutions", resolutions (b), (d) and (f), the "Governance Resolutions" and resolutions (c) and (e), the "Discharge Resolutions").

Boards making an Adverse Recommendation Change pursuant to an Intervening Event in accordance with Clause 3.4, the Company agrees that (i) its obligation to duly call, give notice of, convene and hold the EGM in accordance with and subject to the terms hereof and (ii) its obligations pursuant to this Clause 6.2, in each case, shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Alternative Proposal (whether or not a Superior Proposal) or any Adverse Recommendation Change. Unless this Agreement is terminated in accordance with Clause 17.1, the Company agrees that it shall not submit to the vote of the shareholders of the Company any Alternative Proposal (whether or not a Superior Proposal) or any matters relating thereto.

The Boards shall adopt, and shall thereafter not withdraw or otherwise revoke, the resolution to approve the Demerger and Share Sale within three (3) Business Days after the date of the EGM, provided that:

Capital present or represented at the EGM, (III) the percentage of the Outstanding Capital in respect of which a vote has been cast against the Demerger and Share Sale Resolutions, and (IV) whether certain shareholders of the Company that casted a vote against the Demerger and Share Sale Resolutions have acquired or borrowed a significant part of the Company Shares held by them, or the voting rights attached thereto, after the Offer Announcement or the Commencement Date, with a view to frustrate the Transactions and/or deploy hedge fund strategies in relation to the Transactions;

(the "Post-Closing Restructuring Decision").

The Company shall instruct a reputable shareholder identification service provider to establish the identity of the shareholders of the Company at the date of the Offer Announcement, the Commencement Date and the record date of the EGM pursuant to Section 2:119(2) DCC (the "Shareholder Identifications").

The Parties shall use, and the Company shall cause the Boards and all respective members thereof individually to use, their respective reasonable best efforts to ensure that the Managing Board will, as per the Settlement, be comprised of Jonathan Pratt and Roland Sackers. The Company shall procure that Managing Board members who will not continue as Managing Board members after the Settlement, if any, will resign from their positions as members of the Managing Board with effect from the Settlement and each such member will confirm prior to the Settlement that he or she has no claim whatsoever against the Company in respect of loss of office or otherwise, except with respect to compensation duly accrued under any remunerations arrangements in respect of services rendered to the Company during the relevant financial year and as to be otherwise agreed separately between the Company and the Buyer. The Buyer shall procure that each resigning member of the Managing Board (i) is fully released from any duties in respect of his or her position as member of the Managing Board and (ii) will be granted full and final discharge for his/her acts of management up to his/her resignation; provided that no discharge shall be given to any Managing Board member for acts as a result of fraud (bedrog), gross negligence (grove schuld) or willful misconduct (opzet) of such Managing Board member.

(the latest such date, the "Completion Date"),

the Company will have as per Settlement a Supervisory Board composed as follows:

The Independent Members shall act in the best interest of the Company and its business (including the interests of the Group as a whole), taking into account their fiduciary duties under the Laws of the Netherlands. In their position as members of the Supervisory Board, the Independent Members shall generally act as any other member of the Supervisory Board (including by considering the interests of the Minority Shareholders and all other shareholders of the Company) and further monitor compliance with the Non-Financial Covenants.

the listing of the Company Shares, and the deregistration of the Company Shares under the Exchange Act, as promptly as practicable after such delisting in compliance with applicable Law (and the Company shall cooperate with the Buyer prior to the Settlement to prepare to take, or to cause to be taken, all actions, and prepare to do or to cause to be done all things, reasonably necessary, proper or advisable to procure such delisting and deregistration), provided that, if the Buyer so requests, the Parties will, as an interim step towards such delisting, procure a delisting of the Company Shares from the regulated market of the Frankfurt Stock Exchange into an SME growth market within the meaning of Section 39 para. 2 no. 3 of the German Stock Exchange Act (Börsengesetz), and the provisions of this Clause 8.1.1(a) relating to the delisting and the Company’s cooperation obligations shall apply mutatis mutandis to such downlisting; and

the Statutory Squeeze-Out Proceedings in accordance with Clause 8.3.5 if the Statutory Squeeze-Out Threshold has been met.

irrespective of whether the Statutory Squeeze-Out Threshold has been met, the Buyer may notify the Company that it wishes to implement the Demerger and Share Sale, in which case the Parties shall, as soon as reasonably possible following the Additional Acceptance Period, (i) effect a statutory legal demerger (juridische afsplitsing) of the Company in accordance with Section 2:334a(3) of the DCC, pursuant to which the Company shall transfer substantially all its assets and liabilities and other legal relationships susceptible for transfer under universal title to a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch Law to be incorporated pursuant to the demerger as a wholly-owned subsidiary of the Company ("NewCo") (the "Demerger") and (ii), subsequently, implement the sale and transfer of all outstanding shares in NewCo to the Buyer or any of its Affiliates, in accordance with the agreement substantially in the form attached hereto as Schedule 6 (Share Sale Agreement) (the "Share Sale Agreement") and by means of the execution of a notarial deed of transfer (the "Demerger Share Transfer Deed", and such sale, the "Share Sale"), and:

implemented in accordance with this Agreement, the Company shall use its reasonable best efforts to ensure that a new demerger, on substantially the same terms and otherwise implemented in the same manner as set out in Clause 8.3.5, is timely resolved upon by the Company's Boards in accordance with Section 2:334ff of the DCC and implemented, under the same terms and conditions that apply to the Demerger and in accordance with Clause 8.3.9. Any such alternative demerger to be effected pursuant to this Clause 8.3.6 shall be deemed to constitute the Demerger for all purposes of this Agreement as soon as the Demerger as approved at the EGM can no longer be implemented due to the expiration of the aforementioned six month term.

Liquidator

Indemnity

or wilful misconduct (opzet) by such Back-End Indemnified Party; (b) any Losses to the extent covered by insurance and actually paid out pursuant to any insurance taken out for the benefit of a Back-End Indemnified Party, provided that if the Buyer has indemnified a Back-End Indemnified Party in respect of any such Loss before the relevant insurance proceeds are received, that Back-End Indemnified Party shall pay to the Buyer the amount of such insurance proceeds promptly following receipt, up to the amount paid by the Buyer in respect of that Loss; (c) any Losses exclusively incurred by such Back-End Indemnified Party in his or her capacity as a holder of Company Shares, including any Tax on any distributions to such Back-End Indemnified Party as part of a liquidation that is part of a Post-Closing Restructuring Measure; and (d) any Losses incurred by such Back-End Indemnified Party for or on account of any Dutch dividend withholding Tax on the Liquidation Distribution made by such Back-End Indemnified Party to the holders of Company Shares, other than, irrespective of who shall be treated as the recipient or beneficial owner for Tax purposes, the Buyer, EQT XI and its Subsidiaries (such holders, the "Minority Shareholders") provided that (i) the relevant amount to be indemnified under this Clause 8.3.8 shall be reduced by the amount of any benefit (in particular, any actually realised Tax benefit) realized by the relevant Back-End Indemnified Party in connection with the matter giving rise to the indemnity, and (ii) the Company shall, and shall procure that each other Back-End Indemnified Party will, (A) use reasonable efforts to mitigate any amounts that are the subject of an indemnity under this Clause 8.3.8, and (B) not take any action that may prejudice or adversely affect its, his or her or the Buyer's position in litigation without the Buyer's consent, which shall not be unreasonably withheld, conditioned or delayed, and each Back-End Indemnified Party seeking to be indemnified shall provide the Buyer with such information and assistance as is available to him/her/it and that the Buyer may reasonably request. The Buyer’s obligation under this Clause 8.3.8 in respect of the Company and any other Group Companies shall cease upon the date on which the Company ceases to exist as a result of the Post-Closing Restructuring Measures having been implemented in full in accordance with Clause 8.3 ( Post-Closing Restructuring).

Further actions

application or request with any Governmental Authority (including (i) causing NewCo to file IRS Form 8832 with the United States Internal Revenue Service, on which form NewCo shall elect to be disregarded as a separate entity for U.S. federal income tax purposes and (ii) the filing of a request by the Company with the competent Tax Authority to confirm the Tax treatment of the Post-Closing Restructuring Measure and/or the amount of the average paid-in capital on the shares (gemiddeld op de aandelen gestort kapitaal) of the Company for Dutch dividend withholding tax purposes), in each case not without the prior written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed).

which circumstances the pre-emptive rights (voorkeursrechten), if any, of Minority Shareholders may be excluded;

in each case, for acts or omissions in their respective capacity as members of the Boards, directors and officers of the Company or its Subsidiaries, respectively, occurring at or prior to the Settlement Date, whether asserted or claimed prior to, at or after the Settlement Date (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) except in case of fraud (bedrog), gross negligence (grove schuld) or wilful misconduct (opzet).

(collectively, "D&O Insurance") which, in each case, commences upon the Settlement Date (the "Tail Period"); provided, that in no event shall the total cost for the D&O Insurance exceed three hundred fifty percent (350%) of the annual premiums paid as of the date hereof by the Company for such insurance (the "Premium Cap"), and if such premium for such insurance would at any time exceed the Premium Cap, then the Company shall obtain, or cause to be obtained, D&O Insurance, which in the Company's good faith and sole discretion, provides the maximum limits on liability available at a cost equal to the Premium Cap. The Company shall control the process for procuring the D&O Insurance, including using its existing insurance broker or another broker of its choice, but the Company shall keep the Buyer reasonably informed on all relevant steps and measures undertaken in this respect in good faith.

The obligations of the Buyer under this Clause 9 shall be subject to any restrictions of applicable Law and shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom Clause 9.1 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom Clause 9.1 applies shall be third-party beneficiaries (with own right of demand) in the context of Clause 9.1).

in each case other than (A) pursuant to a rights issue or any other share issue where the Minority Shareholders have been offered a reasonable opportunity to subscribe pro rata to their then existing shareholding, or any shares issued to a third-party not being an Affiliate of a Party, (B) the Statutory Squeeze-Out Proceedings or (C) the Post-Closing Restructuring Measures.

Covenants Period, the Buyer shall, as a precondition to completion of such sale or transfer, procure that such third-party shall, prior to completion, commit to undertakings in respect of the Company that are comparable to the Non-Financial Covenants for the remainder of the applicable Non-Financial Covenants Period.

rata reduction or forfeiture on account of the portion of the applicable vesting period or performance period that has not elapsed as of the Settlement, determined in accordance with Clauses 12.1.2 and 12.1.3 (the "Applicable PSU Number"). For the avoidance of doubt, each Company RSU and Company PSU shall be settled on the basis of the full number of Company Shares subject to such award and not merely on a pro rata portion thereof corresponding to the elapsed portion of the applicable vesting period or performance period up and until the Settlement. The Company shall procure that no Company Shares will be issued or delivered in connection with any Company RSU, Company PSU or any other incentive plan that is outstanding as of immediately prior to the Settlement, and that any amounts payable under this Clause 12.1 are settled exclusively in cash, in each case without prejudice to the issuance or delivery of Company Shares in connection with any Company RSU, Company PSU or any other incentive plan that vests and settles in Company Shares prior to the Settlement.

At the Settlement, employees and other Company Service Providers of the Group who are entitled to a Transaction Payment pursuant to the terms of an applicable employment agreement, management agreement, consultancy agreement, side letter or other agreement or arrangement, as in effect on the date of this Agreement and as set forth on Schedule 10 (Transaction Payments), shall have the right to receive an amount, in cash, without interest, equal to their respective Transaction Payments, subject to and in accordance with the terms of their respective agreements or arrangements.

As soon as reasonably practicable after the Settlement (but no later than the second (2^nd) payroll date after the Settlement), the applicable holders of Company Equity Awards that settle pursuant to Clause 12.1 and employees and other Company Service Providers entitled to a Transaction Payment pursuant to

Clause 12.2, shall receive such payments from the Company or its applicable Subsidiary or Affiliate through its payroll system or payroll provider. Notwithstanding the foregoing, if any such payment owed to a holder of such a Company Equity Award or employee or other Company Service Provider entitled to a Transaction Payment cannot be made through the Company's (or its applicable Subsidiary's or Affiliate's) payroll system or payroll provider, then the Company (or its applicable Subsidiary or Affiliate) shall make such payment to such holder, employee or Company Service Provider by such other means of payment as is customary in the jurisdiction in which such holder, employee or Company Service Provider is located or as is provided for in the applicable employment agreement, Stock Agreement or other applicable agreement or arrangement, in each case as soon as reasonably practicable following the Settlement Date.

The payments in respect of Company Equity Awards described in Clause 12.1 and the Transaction Payments described in Clause 12.2 shall be subject to Clause 2.11. Notwithstanding anything herein to the contrary, with respect to any Company Equity Award or Transaction Payment that constitutes nonqualified deferred compensation subject to Section 409A of the Code, to the extent that payment of the amounts described in Clauses 12.1 or 12.2 would otherwise cause the imposition of a Tax or penalty under Section 409A of the Code or any similar tax or penalty under the laws of any other jurisdiction, such payment shall instead be made at the earliest time permitted that shall not result in the imposition of such Tax or penalty. The Parties shall cooperate in good faith prior to the Settlement Date with the goal of (i) mitigating, to the extent permitted by applicable Law, the Tax impact of the provisions set forth in this Clause 12 and (ii) determining the appropriate settlement mechanics in respect of any such Tax withholding obligations.

Without prejudice to the other provisions of this Clause 12, following (and with economic effect as of) Settlement the Buyer shall implement, or cause the Company to implement, retention and incentive arrangements for the Group, it being agreed that such arrangements may be structured in such form and on such terms as the Buyer (acting reasonably) determines appropriate for the Group following Settlement (in line with market practice for private equity sponsored companies of similar size and nature). The Company and the Buyer shall use reasonable efforts acting in good faith to achieve that, subject to each relevant employee's individual consent, (all or some) claims for cash payment of, or cash payments received by, the relevant employees triggered by the provisions of this Clause 12 are rolled-over/re-invested (on an after Tax basis)

by the relevant employees into such new incentive scheme(s) implemented by the Buyer after Settlement.

As soon as reasonably practicable following the date of this Agreement, and in any event prior to the Settlement Date, the Company, the Supervisory Board and the compensation committee of the Supervisory Board, as applicable, shall adopt any resolutions and amendments and take such other actions as may be necessary or appropriate to effectuate the provisions of this Clause 12 provided that the Company shall provide drafts of any such resolutions to the Buyer reasonably in advance of their adoption and shall consider in good faith any reasonable comments of the Buyer thereon. The Company shall take all actions reasonably necessary or appropriate to provide that the Company shall not be required to deliver the Company Shares or other shares in the share capital of the Company to any Person pursuant to or in settlement of Company Equity Awards after the Settlement Date.

Prior to the Settlement Date, the Parties shall cooperate in good faith to determine whether any payments or benefits to be made or provided to any individual in connection with the Transactions could constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code. If any such payment or benefit could, absent mitigation, constitute an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code, the Parties shall cooperate in good faith to mitigate the application of Section 280G of the Code. The Company may implement arrangements with "disqualified individuals" (as defined in Section 280G of the Code) to minimize any adverse tax consequences of Sections 280G and 4999 of the Code on the Company and the disqualified individuals, which arrangements may include (without limitation) accelerating the vesting, settlement or payment of certain compensation into calendar year 2026, including, without limitation, the Transaction Payments, the Company RSUs and Company PSUs and annual incentive awards, that would otherwise vest, settle or be paid in calendar year 2027. For the avoidance of doubt, such mitigation actions shall not be excepted from, and not subject to, the covenants set forth in Schedule 7 (Non-Financial Covenants). Nothing in this Clause 12.7 shall require the Buyer or any of its respective Affiliates to make, fund or reimburse any payment or benefit, and no member of the Group shall, without the prior written consent of the Buyer, provide, agree to provide or amend any arrangement to provide any gross-up, make-whole or other payment in respect of any Tax imposed under Section 4999 of the Code.

Subject to applicable Competition Laws, during the Interim Period, the Buyer shall not, directly or indirectly, and shall not encourage or induce any of its Affiliates or Portfolio Companies to hire, solicit for employment, or offer to employ any Person who is at such time an employee, director or officer of any member of the Group (in each case, other than in the ordinary course of the Buyer's or the relevant Affiliate's business or pursuant to general mass solicitations of employment not specifically directed toward employees of the Group or in response to an approach from such employee, director, officer or managerial employee.

provided, that the Company shall use its reasonable best efforts (A) to allow for such access or disclosure in a manner that does not result in any of the foregoing, including by providing the relevant information to the Buyer's legal counsel on an outside counsel only basis, or (B) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Buyer and the Company. The Company shall advise the Buyer in such circumstances that it is unable to comply with the Buyer's reasonable requests for information pursuant to the immediately preceding sentence, and the Company shall reasonably describe the reasons why such information is being withheld.

the German Real Estate Transfer Tax Act (Grunderwerbsteuergesetz) or any other applicable transfer tax notification requirements arising from or in connection with the Transactions.

Party at least two (2) days to provide comments on such drafts of Merger Filings and Investment Screening Filings and give the other Party a reasonable opportunity to provide comments on such Additional Submissions and material communications, unless a shorter review time is necessitated by a deadline set by a Competition Authority or Investment Screening Authority;

equity commitment providers or (co-)investors or any of their respective Affiliates and investments and/or (iii) any Portfolio Company of any of the persons set forth in (i) and (ii).

of the Offer Conditions set out in Clause 5.1.1(d) (Competition Clearances) or Clause 5.1.1(e) (Investment Screening Filings).

notice the identity of the third party, the material terms and conditions and financing arrangements of such Alternative Proposal or Potential Superior Proposal and (ii) update the Buyer of any material developments in connection with such Alternative Proposal (including changes to the material terms thereof), within forty-eight (48) hours of such material developments.

As soon as the Boards have determined, at any time prior to the End of the Acceptance Period, that a Potential Superior Proposal constitutes a Superior Proposal and subsequently accept such Superior Proposal, (i) the Company may terminate this Agreement in accordance with Clause 17.1(e) in order to enter into a definitive agreement with respect to such Superior Proposal and (ii) any of the Boards may make an Adverse Recommendation Change; provided that, in the case of each of Clauses (i) and (ii):

Proposal, (B) include the material terms and conditions of the Superior Proposal (including the identity of such third party and its advisers, the proposed consideration, the conditions to (making and completion of) the Superior Proposal and other key terms of such Superior Proposal), (C) state that, subject to Clause 16.2(c) and Clause 16.2(d), the Boards have determined to effect an Adverse Recommendation Change and/or terminate this Agreement in accordance with Clause 17.1(e) as applicable, and the Boards have determined, in good faith, after consultation with their outside legal counsel and financial advisors, that the failure to effect an Adverse Recommendation Change and/or cause the Company to terminate this Agreement in accordance with Clause 17.1(e) as applicable, would be inconsistent with the Boards' fiduciary duties under the Laws of the Netherlands (the "Superior Proposal Notice") and after delivery of the Superior Proposal Notice, the Company shall keep the Buyer reasonably informed of all material developments affecting the material terms of any such Superior Proposal, and (ii) prior to making such an Adverse Recommendation Change and/or terminating this Agreement in accordance with Clause 17.1(e), as applicable, if requested in writing by the Buyer, engaged in good faith negotiations with the Buyer during such four (4) Business Day period, as applicable, to amend this Agreement in such a manner that the Alternative Proposal ceases to constitute a Superior Proposal;

This Clause 16.2 (Superior Proposal) will apply mutatis mutandis to any consecutive Superior Proposal made by any other party.

This Agreement and the rights and obligations thereunder will terminate:

(i)            has or could reasonably be expected to have material adverse consequences for the Offer, the other Transactions, or the Terminating Party; and

(ii)           is incapable of being remedied or has not been remedied within ten (10) Business Days after receipt by the other Party of a written notice from the Terminating Party;

In the event of a valid termination of this Agreement by either the Company or the Buyer pursuant to the terms of Clause 17.1, this Agreement shall have no force or effect, without any liability or obligation on the part of the Buyer or the Company (or their respective directors, officers, employees, shareholders, Representatives, agents or advisors), other than Clause 1, Clause 2.5.5 (last sentence), Clause 4.7.3 and Clauses 18 through 30 and 32, which shall survive such termination; provided, however, that, except as provided in Clause 18.1 and Clause 18.2, the termination of this Agreement shall not relieve any Party from any liability arising from any fraud or Willful Breach by such Party of any covenant or obligation of this Agreement prior to such termination, and the aggrieved Party shall have the right to assert all rights and remedies available to it at Law.

Demerger and Share Sale Resolutions having been approved by at least 80% of the votes cast at the EGM, or (iii) Clause 17.1(b) because the Offer Condition set out in Clause 5.1.1(g) (No Material Breach) is not satisfied or waived at the End of the Acceptance Period, such payment to be made within ten (10) Business Days following receipt of an invoice covering such termination payment;

such termination, and none of the Buyer or its Affiliates shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of the Company Related Parties (as defined below) arising out of or in connection with this Agreement or any of the Transactions (or the abandonment thereof) or any matters forming the basis for such termination and (b) the Buyer's right to receive the termination payment pursuant to this Clause 18.1 shall be the sole and exclusive claim for damages of the Buyer or its Affiliates against the Company, each of its Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, optionholders, managers, employees, members, Affiliates, agents or advisors (collectively, "Company Related Parties") for any loss suffered as a result of, arising out of or in connection with the termination of this Agreement, the failure of the Offer or the Transactions to be consummated or for any breach or failure to perform hereunder or in connection with this Agreement or otherwise, and upon payment of the termination payment, none of the Company Related Parties shall have any further liability or obligation, actual or contingent or otherwise relating to or arising out of or in connection with this Agreement or the Transactions; provided, that nothing herein shall release any Party from liability for fraud or Willful Breach with respect to the covenants or obligations contained herein.

in each case exclusive of (reverse charge) VAT, if any.

or its Affiliates in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Company or its Affiliates shall be entitled to bring or maintain any claim, action or proceeding against the Buyer or any of its Affiliates or the Buyer Related Parties arising out of or in connection with this Agreement, any of the Transactions (or the abandonment thereof) or any matters forming the basis for such termination and (b) the Company's right to receive the termination payment pursuant to this Clause 18.2 shall be the sole and exclusive claim for monetary damages of the Company or its Affiliates against the Buyer, each of its Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, optionholders, managers, employees, members, Affiliates, agents or advisors (collectively, "Buyer Related Parties") for any loss suffered as a result of, arising out of or in connection with the termination of this Agreement, the failure of the Offer or the Transactions to be consummated or for a breach or failure to perform hereunder or in connection with this Agreement or otherwise, and upon payment of such amount(s), none of the Buyer Related Parties shall have any further liability or obligation, actual or contingent or otherwise relating to or arising out of or in connection with this Agreement or the Transactions; provided, that nothing herein shall release any Party from liability for fraud with respect to the covenants or obligations contained herein. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Buyer be required to pay the Reverse Termination Payment on more than one occasion.

Tax Authority. If, however, such VAT is payable by the payer of such compensation as the VAT liable person pursuant to a reverse charge mechanism, the payer shall account for and pay such VAT to the Tax Authority without additional payment of such VAT to the recipient of such compensation.

The substance of this Agreement will be disclosed in the Joint Announcement attached hereto as Schedule 3-B, which shall be issued as set forth in Clause 2.4.3, and also in the Offer Documents, the Reasoned Position Statement and furthermore as required by the Applicable Rules.

Notwithstanding Clause 19.1 and without prejudice to the other provisions of this Agreement, no Party shall, without the written approval of the other Party, disclose this Agreement and the discussions and negotiations concerning the Offer to anyone, except (a) to its Affiliates and its and its Affiliates' respective advisors, employees, officers, directors and agents, (b) any actual or prospective arrangers, bookrunners, underwriters, financing providers, co-investors, limited partners, insurance broker and providers, and rating agencies (and their respective Affiliates and their or their Affiliates' respective advisors, employees, officers, directors and agents) in connection with the Transactions, (c) to the extent that it is obliged to make such a disclosure pursuant to the Applicable Rules or order of a court or other Governmental Authority, or (d) to Bafin and/or SEC for purposes of preparing and/or implementing the Offer and/or the Transactions. Where possible and other than in the cases of lit. (d), the disclosing

Party shall, prior to disclosure, consult the other Party about the form and contents of such disclosure.

Without prejudice to Clause 2 (The Offer), the Buyer and the Company shall consult with one another prior to issuing, and provide each other with the opportunity to review and comment upon, any press release, public announcement, public statement or other public disclosure with respect to this Agreement or the Transactions and shall not issue any such press release, public announcement, public statement or other public disclosure prior to such consultation without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or by the rules and regulations of the NYSE or the Frankfurt Stock Exchange, in which event the Buyer and the Company shall endeavour, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the Buyer or the Company, as applicable, to review and comment upon such press release, public announcement, public statement or other public disclosure in advance and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, that (a) each of the Company and the Buyer (and an Affiliate of the Buyer) may make press releases or public announcements concerning this Agreement or the Transactions that consist solely of information previously disclosed in previous press releases or public announcements made by the Buyer, any of its Affiliates and/or the Company in compliance with this Clause 19.3 and (b) each of the Company and the Buyer (and an Affiliate of the Buyer) may make any public statements in response to questions by the press, investors or analysts or those participating in investor calls or industry conferences, so long as such statements consist solely of information previously disclosed in previous press releases, public disclosures, public statements or other public disclosures made by the Buyer, any of its Affiliates and/or the Company in compliance with this Clause 19.3. In any event, the Buyer shall be entitled to disclose this Agreement as well as the existence and contents of this Agreement (including a summary of the material content of this Agreement) to Bafin and SEC and in the Tender Offer Document.

that is permitted pursuant to the terms of this Agreement or required to implement this Agreement and/or the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, the Confidentiality Agreement shall be deemed terminated as of the Settlement Date instead of, for the avoidance of doubt, the term included in paragraph 16 of the Confidentiality Agreement.

With the exception of Clauses 20.2 and 20.3 and as otherwise provided in this Clause 20.1, none of the Parties can assign, delegate or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party and such prohibited assignment shall be null and void, provided that the Buyer shall be entitled to charge and/or assign the benefit of this Agreement to any Debt Financing Source by way of security in connection with the Debt Financing (whether in whole or in part) of the Buyer contemplated under this Agreement, provided that any such assignment shall not relieve the Buyer of any obligations or its responsibilities hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assignees.

The Buyer is entitled to assign any and all of its rights and obligations under this Agreement, with the exception of its rights and obligations under Clause 18, to any of its wholly-owned subsidiaries. In the event of such assignment, this Agreement shall, insofar as it refers to the Buyer, apply mutatis mutandis to the

designated assignee. The Buyer shall remain jointly and severally liable with the designated assignee for the proper performance of any obligations assigned to the designated assignee under this Clause 20.2.

If, after the Settlement Date, the Company is liquidated or dissolved, the Company will, immediately prior to such liquidation or dissolution, be entitled to assign any and all of its rights and obligations under this Agreement to any of its Affiliates. The Buyer shall cause the relevant members of the boards of the Buyer and of the relevant managing boards of the relevant wholly-owned Subsidiaries to execute and perform all such deeds, documents, assurances, acts and things and to exercise all powers and rights available to them, in whatever capacity, including the giving of all waivers and consents and the passing of all resolutions reasonably required, to ensure that the Parties and their Representatives (if any) give effect to the provisions of this Clause 20.3.

The rights of any Party shall not be prejudiced or restricted by any indulgence or forbearance extended to any other Party and no waiver by any Party in respect of any breach shall operate as a waiver in respect of any subsequent breach. No single or partial exercise of any right precludes any other or further exercise thereof or of any other right. No provision of this Agreement may be waived or

extended except by a written instrument signed by the Party against whom the waiver or extension is to be effective.

To the extent permitted by Law, the Parties waive their rights, if any, to (i) in whole or in part annul, rescind or dissolve (including any ontbinding or gehele dan wel partiële ontbinding en vernietiging), or demand in legal proceedings the annulment, rescission or dissolution in whole or in part of this Agreement, including on the basis of Section 7:17 of the DCC and (ii) invoke Section 6:228 of the DCC in the sense that an error (dwaling) shall remain for the risk and account of the Party in error as referred to in Section 6:228, subsection 2 of the DCC. Furthermore, each of the Parties waives its rights, if any, to in whole or in part seek the alteration of this Agreement pursuant to Section 6:230 of the DCC.

The Parties undertake to each other to execute and perform all such deeds, documents, assurances, acts and things and to exercise all powers and rights available to them, in whatever capacity, including the giving of all waivers and consents and the passing of all resolutions reasonably required to ensure that the Parties and their Representatives give effect to the provisions of this Agreement.

If any term, covenant, provision or restriction of this Agreement is or is held to be invalid, void or unenforceable by a court of competent jurisdiction or other Governmental Authority, then so far as it is invalid, void or unenforceable it has no effect and is deemed not to be included in this Agreement. This shall not invalidate any of the remaining provisions of this Agreement, to the extent that, given this Agreement's substance and purpose, such remainder is not inextricably related to the (wholly or partially) invalid, void or unenforceable provision. The Parties shall use their respective reasonable best efforts to replace any invalid, void or unenforceable provision by a valid provision the effect of which is as close as possible to the intended effect of the invalid, void or unenforceable provision.

Except as set out in Clauses 7.4.1 and 9 this Agreement does not contain any stipulation in favour of any third-party (derdenbeding) and nothing in this Agreement (including, for the avoidance of doubt, the Non-Financial Covenants and Clause 12), express or implied, is intended to confer upon any Person other than the Parties to this Agreement any right or remedy.

This Agreement (including the Schedules hereto), together with the Confidentiality Agreement and any other agreement referred to herein (e.g., the Equity Commitment Letters), constitutes the entire agreement between and understanding of the Parties in respect of the Offer and the other Transactions and any preceding or concurrent oral or written agreements or arrangements between the Parties in relation thereto are hereby superseded. A variation, supplement or any amendment to this Agreement is valid only if it is in writing and signed by each of the Parties.

Johannes Vermeerplein 9, 1071DV Amsterdam, The Netherlands

E-mail: eqt-fo-equity@eqtpartners.com

Attention: BoM

Hulsterweg 82, 5912 PL Venlo, The Netherlands

E-mail: Roland.Sackers@qiagen.com and Philipp.Hugo@qiagen.com

Attention: Roland Sackers (CFO) and Dr. Philipp von Hugo (Head of Global Legal Affairs and Compliance)

for the Buyer to (which shall not constitute notice):

EQT Partners AG, Glärnischstrasse 8, 8002 Zürich, Switzerland

E-mail: matteo.thun@eqtpartners.com; friedrich.reick@eqtpartners.com

Attention: Matteo Thun-Hohenstein; Friedrich Reick

and

Milbank LLP, Maximilianstraße 15, 80539 Munich, Germany

E-mail: SOppenlaender@milbank.com; CRothenfusser@milbank.com

Attention: Dr. Steffen Oppenländer; Dr. Christoph Rothenfußer

for the Company to (which shall not constitute notice):

De Brauw Blackstone Westbroek N.V., Burgerweeshuispad 201, 1076 GR Amsterdam, The Netherlands

E-mail: arne.grimme@debrauw.com, frank.hamming@debrauw.com and DeBrauwMA-notices@debrauw.com

Attention: Arne Grimme and Frank Hamming

This Agreement may be executed in any number of counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment, including by .pdf, .tif, .gif, .jpg or similar attachment, or telecopy (each, an "Electronic Delivery") shall be an effective mode of delivery. No Party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery, as a defence to the formation of a contract, and each Party hereby

forever waives any such defence, except to the extent that such defence relates to lack of authenticity.

Except for:

this Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed and governed exclusively by and in accordance with the Laws of the Netherlands without regard to the conflict of law principles thereof.

The Parties hereby irrevocably submit to the exclusive jurisdiction of the District Court (Rechtbank) of Amsterdam, the Netherlands in first instance, subject to appeal to the appropriate Court of Appeal and the Dutch Supreme Court, if applicable (the "Dutch Courts") in respect of any claim, dispute or controversy relating to or arising out of the negotiation, interpretation or enforcement of this Agreement or any of the documents referred to in this Agreement or the Transactions. Notwithstanding the foregoing, nothing in this Agreement shall limit the right of the Buyer or the Company to commence or prosecute any legal action against another Party or any of its Subsidiaries or Affiliates in any court of competent jurisdiction in the United States, Germany, or elsewhere to enforce the judgments and orders of the Dutch Courts. For the avoidance of doubt, the Parties consent to jurisdiction and venue in Delaware Chancery Court to enforce the judgments and orders of the Dutch Courts (including any orders for specific performance (nakomingsvordering)), and no Party will raise any objections to the enforcement of that judgment by the Chancery Court.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF AN ACTION, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS CLAUSE 30.3.

Clause 30 shall also apply to disputes arising out of or in connection with agreements which are connected with this Agreement or the Transactions, unless the relevant agreement expressly provides otherwise.

The Parties have participated jointly in negotiating and drafting this Agreement. If an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any provision of this Agreement. The Parties agree that through this Agreement, the Company shall not become a person acting jointly (gemeinsam handelnde Person) with the Offeror within the meaning of Section 2 para. 5 of the German Takeover Act and that this Agreement shall be construed accordingly.

The Buyer acknowledges and agrees that the Company Representations and Warranties are solely given for informational purposes and without recourse,

except as expressly provided in this Agreement in relation to the Offer Conditions and the Buyer's termination rights and except in respect of fraud, Willful Breach or any other matter that cannot be limited or waived under applicable Law. The Company acknowledges and agrees that the Buyer Representations and Warranties are given for informational purposes and without recourse on the same basis.

Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself, its Subsidiaries and each of its controlled Affiliates hereby: (i) agrees that any Action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, arising out of or relating to, this Agreement, any Financing that is debt financing (the "Debt Financing") or any of the agreements entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of the courts of England, in the case of any such Action to the extent relating to any Debt Financing in the form of loans (or any commitment in respect thereof), or the federal and New York State courts sitting in the Borough of Manhattan in the City of New York, in the case of any such Action to the extent relating to any Debt Financing in the form of notes or other debt securities (or any commitment in respect thereof), so long as such forum is and remains available, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such Action to the exclusive jurisdiction of such court, (ii) agrees that any such Action shall be governed by the laws of England, in the case of any such Action to the extent relating to any Debt Financing in the form of loans (or any commitment in respect thereof), or the State of New York, in the case of any such Action to the extent relating to any Debt Financing in the form of notes or other debt securities (or any commitment in respect thereof) (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any applicable definitive document relating to the Debt Financing, (iii) agrees not to bring or support or permit any of its controlled Affiliates to bring or support any Action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than the courts of England, in the case of any such Action to the extent relating to any Debt Financing in the form of loans (or any commitment in respect thereof), or the federal and New York State courts sitting in the Borough of Manhattan in the City

of New York, in the case of any such Action to the extent relating to any Debt Financing in the form of notes or other debt securities (or any commitment in respect thereof), (iv) agrees that service of process upon the Company, its Subsidiaries or its controlled Affiliates in any such Action or proceeding shall be effective if notice is given in accordance with Clause 28 (Notices), (v) irrevocably waives, to the fullest extent that it may effectively do so, the defence of an inconvenient forum to the maintenance of such Action in any such court, (vi) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury (in respect of any Action brought in a court of the United States only) in any Action brought against the Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, in any way arising out of or relating to, this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (vii) agrees that none of the Debt Financing Sources, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing, will have any liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates or Representatives (in each case, other than the Buyer, its Subsidiaries and any of their Affiliates) relating to or arising out of this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise, (viii) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of this Clause 32, and (ix) agrees that this Clause 32 shall survive any termination of this Agreement and that no provision of this Clause 32 may be amended, modified, waived or terminated in a manner that is adverse to any Debt Financing Source without the prior written consent of the Debt Financing Sources. This Clause 32 shall not apply to the Interim Bridge Financing or the Interim Bridge Financing Documentation and the Debt Financing Sources in their capacity thereunder, except for sub-clauses (i) and (ii) of this Clause 32 which shall apply mutatis mutandis.

[SIGNATURES TO FOLLOW ON THE NEXT PAGE]

THIS BUSINESS COMBINATION AGREEMENT HAS BEEN SIGNED ON THE DATE STATED AT THE BEGINNING OF THIS AGREEMENT BY:

SIGNATURE PAGE BUSINESS COMBINATION AGREEMENT

"2017 Schuldschein" means the Company's German private placement loan (Schuldscheindarlehen) issued in 2017 in several tranches, with an aggregate original principal amount of USD 45.0 million for the USD tranche and EUR 255.0 million for the EUR tranches, with most tranches having matured between 2021 and 2024 and one single tranche in the original principal amount of EUR 14.5 million maturing in June 2027;

"2022 Registered Note" means the Company's German private placement registered note (Namensschuldverschreibung) with an aggregate original principal amount of EUR 70.0 million (comprising 70 individual registered notes of EUR 1,000,000 each), issued on 16 August 2022 and maturing on 16 August 2035;

"2022 Schuldschein" means the Company's German private placement loan (Schuldscheindarlehen) issued in 2022 in several tranches, with an aggregate original principal amount of EUR 300.0 million, maturing in various periods from 2025 through 2032;

"2027 Convertible Notes" means the Company's 0% coupon convertible notes in an original aggregate principal amount of USD 500.0 million, of which USD 26.0 million remain outstanding, issued on 17 December 2020 and with a maturity date of 17 December 2027;

"2031 Convertible Notes" means the Company's 2.500% coupon convertible notes in an aggregate principal amount of USD 500.0 million, issued on 10 September 2024 and with a maturity date of 10 September 2031;

"2032 Convertible Notes" means the Company's 2.0% convertible notes in an aggregate principal amount of USD 750.0 million, issued on 4 September 2025 and with a maturity date of 4 September 2032;

"Acceptance Period" has the meaning given to it in Clause 2.8.1;

"Acceptance Threshold" has the meaning given to it in Clause 5.1(a);

"Action" means any litigation, action, audit, proceedings, examination, investigation, claim, suit, hearing, arbitration, mediation, interference, cancellation, opposition, re-examination or other proceeding (public or private) by or before, or otherwise involving, any Governmental Authority.

"Ad-Hoc Announcement" has the meaning given to it in Clause 2.4.2;

"Additional Acceptance Period" has the meaning given to it in Clause 2.8.2;

"Additional Submissions" has the meaning given to it in Clause 14 (Regulatory Clearances);

"Adverse Recommendation Change" has the meaning given to it in Clause 3.2 ( Support);

"Affiliate" means, (a) with respect to any Person (other than the Buyer, EQT and any Person directly or indirectly controlled by EQT), any other Person directly or indirectly controlling, controlled by or under common control with such Person and (b) with respect to the Buyer, EQT and any Person directly or indirectly (co-)controlled by EQT, any Person directly or indirectly controlled by EQT, but excluding (i) for the avoidance of doubt, any limited partner or investor (and any Person directly or indirectly controlling, controlled by or under common control with such limited partner or investor) and (ii) any Portfolio Companies. For purposes of this definition, the term "control" (including the correlative terms "controlling", "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise;

"Agreement" has the meaning given to it in consideration (F);

"Alternative Proposal" means any offer or proposal for, or any indication of interest in, whether through one or several related transactions, any direct or indirect acquisition of more than twenty percent (20%) of the Company Shares or assets (including for this purpose the outstanding equity securities of Subsidiaries of the Company and any entity surviving any merger or combination including any of them) of the Company or its Subsidiaries representing more than twenty percent (20%) of the revenues, net income or assets (in each case, on a consolidated basis) of the Group, taken as a whole;

"Applicable PSU Number" has the meaning given to it in Clause 12.1.1;

"Applicable Rules" has the meaning given to it in Clause 2.1.3;

"Back-End Indemnified Party" has the meaning given to it in Clause 8.3.8;

"Bafin" has the meaning given to it in Clause 2.1.1;

"Bankruptcy and Equity Exceptions" means the limitations on enforcement arising from bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium and similar Laws of general applicability now or hereafter in effect, relating to or affecting creditors' rights and to general principles of equity, whether considered in a proceeding at Law or in equity;

"Bonus Plan" has the meaning given to it in Schedule 7 (Non-Financial Covenants);

"Boards" has the meaning given to it in consideration (H);

"Bridged Convertible Notes" means the 2031 Convertible Notes and the 2032 Convertible Notes.

"Business Day" means a day, other than Saturday, Sunday or other day on which commercial banks in Frankfurt, Germany, Amsterdam, the Netherlands, London, United Kingdom, Luxembourg, Luxembourg, or New York, New York, United States are authorized or required by applicable Law to close;

"Buyer" has the meaning given to it in consideration (2);

"Buyer Related Parties" has the meaning given to it in Clause 18.2.1;

"Buyer Representations and Warranties" has the meaning given to it in Clause 17.1(b);

"Call Option" means the Foundation's right to subscribe for preference shares in the Company's capital pursuant to the Call Option Agreement;

"Call Option Agreement" means the call option agreement entered into by the Foundation and the Company in 2004;

"Cash Confirmation" has the meaning given to it in Clause 2.3 (Certainty of Funds);

"Code" means the United States Internal Revenue Code of 1986, as amended;

"Commencement Date" has the meaning given to it in Clause 2.6.3;

"Company" has the meaning given to it in consideration (1);

"Company Articles" has the meaning given to it in Clause 6.2.1(f);

"Company Equity Awards" means the Company PSUs and Company RSUs;

"Company Equity Plans" means the Company 2014 Stock Plan, which expired in May 2024, and the Company 2023 Stock Plan;

"Company Position Publication Date" has the meaning given to it in Clause 2.7.1;

"Company PSU" means a restricted stock unit issued by the Company pursuant to a Company Equity Plan for which the number of units earned is based upon the achievement of one or more performance goals (notwithstanding that the vesting of such earned restricted stock units may also be conditioned upon the continued services of the holder thereof and/or minimum shareholding requirements), pursuant to which the holder has a right to receive Company Shares after the vesting applicable to such unit. "Company PSU" shall not include Company RSUs;

"Company Recommendation" has the meaning given to it in Clause 3.1(c);

"Company Related Parties" has the meaning given to it in Clause 18.1.3;

"Company Representations and Warranties" has the meaning given to it in Clause 5.1.1(g);

"Company RSU" means a restricted stock unit issued by the Company pursuant to a Company Equity Plan that vests solely upon the continued service of the holder over a specified period of time, pursuant to which the holder has a right to receive Company Shares after the vesting applicable to such unit. "Company RSUs" shall not include Company PSUs;

"Company Securities" means (i) shares of any class in the share capital of the Company or other voting securities of or ownership interests in the Company, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares in the share capital of the Company, (iii) warrants, calls, options or other rights to acquire any shares in the share capital of the Company and (iv) stock options, (restricted) stock units; restricted shares, stock appreciation rights, performance units or similar securities or rights that are derivative of, or provide economic benefits based on the value of, any shares in the share capital of the Company;

"Company Service Provider" means an employee, individual consultant, individual independent contractor, individual self-employed contractor, leased or temporary employee or director of the Company or any of its Subsidiaries;

"Company Shares" has the meaning given to it in consideration (F);

"Competition Authorities" has the meaning given to it in Schedule 16 (Regulatory);

"Competition Clearances" has the meaning given to it in Clause 5.1.1(d);

"Competition Laws" means the Sherman Act, as amended, the Clayton Act, as amended, the Hart-Scott-Rodino Competition Improvements Act of 1976, as amended (and the rules and regulations promulgated thereunder), the Federal Trade Commission Act, as amended, the EU Merger Regulation and all other applicable Laws issued by any Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including such Laws of any jurisdiction;

"Completion Date" has the meaning given to it in Clause 7.2.1;

"Confidentiality Agreement" has the meaning given to it in consideration (E);

"Continuing Employee" has the meaning given to it in Schedule 7 (Non-Financial Covenants);

"Conversion" has the meaning given to it in Clause 8.1.1(b);

"Convertible Note Cash Settlement Amount" has the meaning given to it in Clause 4.5 (Interim Bridge Facility Documentation);

"Convertible Notes" means the 2027 Convertible Notes, the 2031 Convertible Notes and the 2032 Convertible Notes;

"Credit Facility" means the EUR 400.0 million syndicated revolving credit facility agreement dated 4 December 2024 and maturing initially on the fifth anniversary of the date of the facility and the latest the date falling seven (7) years after the date of the facility, subject to an extension mechanism, together with (i) the umbrella credit facility in the amount of EUR 5,000,000 dated 22 October 2012 made available by Deutsche Bank AG, as amended from time to time, (ii) the line of credit (Kreditrahmen) in the amount of EUR 8,000,000 (as amended by Nachtrag Nr. 1 dated 4 August 2021) made available by Commerzbank Aktiengesellschaft, and (iii) the uncommitted credit facility in an amount of EUR 150 million signed on 9 April 2026 and 2 June 2026 made available by Commerzbank Aktiengesellschaft, in each case made available to the Company and/or its Subsidiaries, including any letters of credit, bank guarantees or similar instruments issued or utilised thereunder;

"D&O Insurance" has the meaning given to it in Clause 9.2.1;

"DCC" has the meaning given to it in Clause 2.1.3;

“Debt Commitment Letter“ means the debt commitment letter issued by the Debt Financing Sources delivered to the Company as part of the Financing Documentation;

"Debt Financing" has the meaning given to it in Clause 32 (Debt Financing Sources);

"Debt Financing Sources" means the entities that have committed to provide or arrange or otherwise entered into agreements in connection with the Debt Financing or the Interim Bridge Financing (including any agent or security agent), including the lender parties or noteholders or purchasers party to any commitment letters, joinder agreements, indentures, credit agreements, underwriting agreements or purchase agreements entered into pursuant or relating thereto (such entities, the "Primary Debt Sources"), together with their respective Affiliates, and their respective Affiliates' officers, directors, employees, agents and Representatives and their respective successors and assigns, in each case, to the extent involved in the Debt Financing or the Interim Bridge Financing;

"Demerger" has the meaning given to it in Clause 8.3.5;

"Demerger and Share Sale Resolutions" has the meaning given to it in Clause 6.2.1(a)

"Discharge Resolutions" has the meaning given to it in Clause 6.2.1;

"Dutch Corporate Governance Code" means the Dutch corporate governance code, dated 29 October 2025 as established under Section 2:391, paragraph 5 of the DCC;

"Dutch Courts" has the meaning given to it in Clause 30 (Governing law and Forum);

"Dutch Decree" has the meaning given to it in Clause 2.1.3;

"Earned Bonuses" has the meaning given to it in Paragraph 5.8 of Schedule 7 ( Non-Financial Covenants);

"Equity Commitment Letters" has the meaning given to it in Clause 4.2 (Equity Financing);

"Equity Financing" has the meaning given to it in Clause 4.2 (Equity Financing);

"EGM" has the meaning given to it in Clause 6.1 (Convocation of the EGM);

"EGM Materials" has the meaning given to it in Clause 6.2.2;

"Electronic Delivery" has the meaning given to it in Clause 29 (Counterparts);

"End of the Acceptance Period" has the meaning given to it in Clause 2.8.1;

"EQT" means EQT AB, a public limited liability company under the laws of Sweden, registered with the Swedish Companies Register under number 556849-4180;

"EQT XI" means each of (i) EQT XI EUR SCSp, a special limited partnership (société en commandite spéciale) organized under the laws of the Grand Duchy of Luxembourg, with its registered office at 51A, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés, Luxembourg) under number B293267, represented by its manager (gérant) EQT Fund Management S.à r.l.; and (ii) EQT XI USD SCSp, a special limited partnership (société en commandite spéciale) incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at 51A, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés, Luxembourg) under number B293268, represented by its manager (gérant) EQT Fund Management S.à r.l.;

"EU Merger Regulation" means Regulation No 139/2004 on the control of concentrations between undertakings;

"Exchange Act" has the meaning given to it in Clause 2.1.3;

"Exclusivity Period" has the meaning given to it in Clause 15.1.1;

"Existing Financial Indebtedness" means, collectively, the Convertible Notes, the Interim Bridge Financing (including, for the avoidance of doubt, the longform finance documentation providing for the Interim Bridge Financing as contemplated by the Interim Bridge Financing Documentation), the 2022 Registered Note, the Schuldschein Loans

and the Credit Facility, together with any other interest-bearing indebtedness for borrowed money of the Company or any of its Subsidiaries outstanding as at the date of this Agreement and as set out in Schedule 15 (Existing Financial Indebtedness), including all principal, accrued and unpaid interest, prepayment premiums, make-whole amounts, breakage costs and other amounts payable in connection with the repayment, redemption, discharge, cancellation or refinancing thereof (including as a result of the Offer, the Post-Closing Restructuring Measures or any other Transaction), and any guarantees, security or letters of credit granted in connection therewith and any indebtedness incurred after the date of this Agreement by the Company or any of its Subsidiaries in replacement or refinancing of any of the foregoing (and any successive replacement or refinancing thereof), in each case in an amount no greater than the amounts outstanding as of the date of this Agreement (plus interest accrued thereon after 30 September 2026);

"Fairness Opinions" has the meaning given to it in Clause 3.3 (Fairness Opinions);

"Financing" has the meaning given to it in Clause 4.7.1;

"Financing Documentation" has the meaning given to it in Clause 4.3.1;

"Foundation" has the meaning given to it in Recital (D);

"Foundation Support Agreement" has the meaning given to it in Clause 3.5 (Foundation Call Option);

"Frankfurt Stock Exchange" has the meaning given to it in consideration (A);

"Free Cash" means the sum of any cash and cash equivalents available to the Group immediately prior to Settlement which (i) exceed an aggregate amount of USD 250,000,000 (in words: two hundred fifty million US dollar) or (ii) are, in the reasonable discretion of the Managing Board, not reasonably required to fund the Group's ongoing business operations, working capital requirements, capital expenditures and other reasonably foreseeable payment obligations as well as minimum cash reserves which are, in the reasonable discretion of the Managing Board, reasonably necessary to ensure the proper and uninterrupted conduct of the Group's business in the ordinary course, taking into account its reasonably anticipated liquidity requirements;

"GAAP" means United States generally accepted accounting principles;

"German Takeover Act" has the meaning given to it in Clause 2.1.3;

"German Takeover Regulation" has the meaning given to it in Clause 2.1.3;

"Goldman Sachs" has the meaning given to it in Clause 3.3.2;

"Governance Resolutions" has the meaning given to it in Clause 6.2.1;

"Governmental Authority" means any federal, state, local, foreign or supranational government, any court, administrative, regulatory, taxing or other governmental agency, commission or authority, any non-governmental self-regulatory agency, commission or authority or any arbitral body, U.S. or non-U.S., including Bafin and the SEC, and further including any government or political subdivision thereof;

"Group" means the Company and its Subsidiaries and "Group Company" means any one of them;

"Independent Expert" means an independent expert from (i) Deloitte Deutschland GmbH, or (ii) if Deloitte Deutschland GmbH is conflicted or not willing to accept the engagement, Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, or (iii) if Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft is conflicted or not willing to accept the engagement, BDO AG Wirtschaftsprüfungsgesellschaft, or (iv) if BDO AG Wirtschaftsprüfungsgesellschaft is conflicted or not willing to accept the engagement, ValueTrust Financial Advisors SE, or (v) if ValueTrust Financial Advisors SE is conflicted or not willing to accept the engagement, another expert mutually selected by the Company and the Buyer, or (vi) in case the Parties cannot mutually agree within two (2) Business Days, an international audit firm selected by the Institute of  Chartered Accountants (Institut der Wirtschaftsprüfer, Düsseldorf) upon request of either Party;

"Independent Members" has the meaning given to it in Clause 7.2.1(d);

"Interim Bridge Financing" has the meaning given to it in Clause 4.5 (Interim Bridge Facility Documentation);

"Interim Bridge Financing Documentation" has the meaning given to it in Clause 4.5 (Interim Bridge Facility Documentation);

"Interim Period" has the meaning given to it in Clause 13.1.1;

"Intervening Event" means an event, development or change in circumstances occurring or arising after the date of this Agreement that was not known to or reasonably foreseeable by the Boards as of or prior to the date of this Agreement and that become known to the Boards after the date hereof (or, if known to the Boards as of the date hereof, the consequences of which were not known or reasonably foreseeable to the Boards as of the date hereof), that has not arisen as a proximate result of any actions taken by the Company in breach of this Agreement; provided, that in no event shall any of the following constitute an Intervening Event (i) any Alternative Proposal, or any inquiry, offer, or proposal that constitutes or would reasonably be expected to lead to an Alternative Proposal or any consequence thereof, (ii) any change in the trading price or trading volume of the Company Shares, (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an Intervening Event) or (iii) the fact that the Company meets or

fails to meet or exceeds any internal or published budgets, projections, forecasts, predictions or estimates of financial performance for any period (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an Intervening Event);

"Investment Screening Authority" has the meaning given to it in Schedule 16 (Regulatory);

"Investment Screening Filings" means all obligatory notifications, filings, registrations and applications (and similar actions) with the Investment Screening Authorities in connection with the Transactions;

"Joint Announcement" has the meaning given to it in Clause 2.4.3;

"Law" means any international, national, federal, state, provincial or local law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, writ, franchise, variance, exemption, approval, license or permit;

"Liquidation" has the meaning given to it in Clause 8.3.5(a);

"Liquidation Distribution" has the meaning given to it in Clause 8.3.5(a);

"Liquidator" has the meaning given to it in Clause 6.2.1(a)(ii);

"Long Stop Date" means the date which is fifteen (15) months after the date hereof;

"Losses" has the meaning given to it in Clause 8.3.8;

"Managing Board" has the meaning given to it in consideration (H);

"MAR" has the meaning given to it in Clause 2.1.3;

"Material Agreement" means any agreements existing as of the date hereof which fall under any of the following categories:

expand the business of the Group into, certain product markets or geographical markets or contain exclusivity provisions restricting any Group Company other than customary (in terms of scope and duration) exclusivity obligations under sales agent or other distribution agreements entered into in the ordinary course of business; or

"Material Breach" has the meaning given to it in Clause 5.1.1(g):

"Merger Filings" means all obligatory notifications, filings and applications with the Competition Authorities in connection with the Transactions;

"Minority Shareholders" has the meaning given to it in Clause 8.3.8;

"Moelis" has the meaning given to it in Clause 3.3.1;

"NewCo" has the meaning given to it in Clause 8.3.2;

"Non-Financial Covenants" has the meaning given to it in Clause 10.1.1;

"Non-Financial Covenants Period" has the meaning given to it in Clause 11.1.1;

"NYSE" has the meaning given to it in consideration (A);

"Offer" has the meaning given to it in consideration (F);

"Offer Announcement" has the meaning given to it in Clause 2.4.1;

"Offer Conditions" has the meaning given to it in Clause 5.1 (Offer Conditions);

"Offer Consideration" has the meaning given to it in Clause 2.2.1;

"Offer Documents" has the meaning given to it in Clause 2.6.3;

"Offeror" has the meaning given to it in consideration (2);

"Order" means any order, ruling, decision, judgment, writ, injunction, decree, award or other determination by any Governmental Authority;

"Outstanding Capital" means the Company's issued share capital (geplaatst kapitaal) reduced with any Company Shares held by the Company or any of its Group companies, provided that in respect of Clause 5.1.1(a), the Company's issued share capital is deemed

to include such number of Company Shares as needs to be issued in respect of any Convertible Notes which have been submitted for conversion by the holders of such Convertible Notes prior to the End of the Acceptance Period;

"Outstanding Capital Cap" means the sum of (i) the Company's actually issued share capital (geplaatst kapitaal) reduced by any Company Shares held by the Company or any of its Group companies plus (ii) the number of Company Shares reasonably expected to be required to be issued until the end of the additional acceptance period of the Takeover Offer in respect of the Group`s management and employee incentive plans plus (iii) such number of Company Shares which are reasonably expected to be required to be issued in respect of any Convertible Notes convertible until the end of the additional acceptance period of the Takeover Offer (“Net Shares”), assuming that all holders of such Convertible Notes submit their respective Convertible Notes for contingent conversion prior to the End of the Acceptance Period and as determined in consultation with the calculation agent appointed under the Convertible Notes reasonably in advance of but not more than twenty (20) Business Days prior to the expected date of the publication of the Offer Document applying the Relevant EUR/USD Exchange Rate;

"Party" and "Parties" has the meaning set out in the beginning of this Agreement;

"Portfolio Company" means any operative company owned or managed by funds managed or advised by (or whose general partners are advised by) EQT or any issuer of any Equity Commitment Letter or any Person directly or indirectly controlled by EQT or any issuer of any Equity Commitment Letter, excluding as from Settlement the Group;

"Post-Closing Measures" has the meaning given to it in Clause 8.4.1;

"Post-Closing Restructuring Decision" has the meaning given to it in Clause 6.3;

"Post-Closing Restructuring Measure" has the meaning given to it in Clause 8.3.2;

"Potential Superior Proposal" has the meaning given to it in Clause 16.1 (Potential Superior Proposal);

"Premium Cap" has the meaning given to it in Clause 9.2.1;

"Primary Debt Sources" has the meaning given to it in the definition "Debt Financing Sources";

"Prior SEC Relief" has the meaning given to it in Clause 2.10 (SEC Exemptions and Relief);

"Reasoned Position Statement" has the meaning given to it in Clause 2.7.1;

"Regulatory Clearances" means each of the Offer Conditions in Clause 5.1.1(d) and 5.1.1(e) having been fulfilled or waived in accordance with this Agreement;

"Regulatory Conditions" has the meaning given to it in Clause 2.8.2;

“Relevant EUR/USD Exchange Rate” means the actual EUR/USD Exchange Rate at the last Business Day prior to the determination of the number of Net Shares as adjusted to provide for a reasonable safety margin for the further exchange rate increase of the USD until the End of the Acceptance Period, such safety margin to be agreed in good faith between the Parties based on reasonable advice of the Parties’ respective financial advisors and not to exceed fifteen percent (15%);

"Relevant Persons" has the meaning given to it in Clause 15.1.2;

"Representatives" means, when used with respect to any Person, the directors, officers, employees, consultants, accountants, legal counsel, investment bankers or other financial advisors, agents and other representatives of such Person and/or its Affiliates;

"Resolutions" has the meaning given to it in Clause 6.2.1;

"Reverse Termination Payment" has the meaning given to it in Clause 18.2 (Reverse Termination Payment);

"Schedule 14D-9" has the meaning given to it in Clause 2.7.2;

"Schedule TO" has the meaning given to it in Clause  2.6.3;

"Schuldschein Loans" means the 2017 Schuldschein and the 2022 Schuldschein;

"SEC" has the meaning given to it in Clause 2.6.3;

"SEC Relief" has the meaning given to it in Clause 2.10;

"Securities Act" has the meaning given to it in Clause 2.1.3;

"Settlement" has the meaning given to it in Clause 2.8.4;

"Settlement Amounts" has the meaning given to it in Clause 4.1.1;

"Settlement Date" has the meaning given to it in Clause 2.8.4;

"Share Sale" has the meaning given to it in Clause 8.3.5;

"Share Sale Agreement" has the meaning given to it in Clause 8.3.5;

"Shareholder Identifications" has the meaning given to it in Clause 6.4 (Shareholder Identification);

"Stock Agreement" means any notice and agreement issued pursuant to a Company Equity Plan with respect to a Company Equity Award;

"Statutory Squeeze-Out Consideration" has the meaning given to it in Clause 8.2 (Statutory Squeeze-Out Proceedings);

"Statutory Squeeze-Out Proceedings" has the meaning given to it in Clause 8.2 (Statutory Squeeze-Out Proceedings);

"Statutory Squeeze-Out Threshold" has the meaning given to it in Clause 8.2 (Statutory Squeeze-Out Proceedings);

"Subsequent Notice" has the meaning given to it in Clause 16.2(d);

"Subsidiary" means, with respect to any Person, any entity (including a subsidiary (dochtermaatschappij) within the meaning of Section 2:24a of the DCC), whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries, but excluding in the case of EQT, EQT XI, the Buyer or any issuer of any Equity Commitment Letter any indirectly or directly controlled Portfolio Companies;

"Substantial Detriment" has the meaning given to it in Schedule 16 (Regulatory);

"Superior Proposal" means a bona fide unsolicited written Alternative Proposal (substituting the term "fifty percent (50%)" for the term "twenty percent (20%)" in the definition of Alternative Proposal), that is binding on the relevant third party (subject only to the valid termination of this Agreement), did not result from or in a breach of Clause 15 (Exclusivity) or Clause 16 (Superior Proposal) and that the Boards have determined in good faith (after consultation with their outside legal counsel and financial advisors), taking into account all legal, financial, regulatory, financing, certainty, timing and other relevant aspects of such Alternative Proposal and the Person making such Alternative Proposal (and taking into account any amendment or modification to this Agreement proposed by the Buyer):

at least four percent (4%), the calculation to be made on the basis of the net proceeds (before any applicable Taxes) to be distributed to the shareholders of the Company resulting from such a transaction calculated on a per Company Share basis; and

"Supervisory Board" has the meaning given to it in consideration (H);

"Tail Period" has the meaning given to it in Clause 9.2.1;

"Tax" or "Taxes" means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, tariffs, contributions, rates and levies (including social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction or otherwise) and in respect of any Person as well as all interest, fines, additions and penalties relating thereto (and including any transferee or successor liability in respect of any and all of the above);

"Tax Audit" means any audit, investigation, visit, inspection, assessment, discovery, access order, or other proceedings from any Tax Authority with respect to any Tax matter of the Company or the Buyer, as applicable, or any of its Subsidiaries;

"Tax Authority" means any Governmental Authority competent to impose any liability in respect of Tax or responsible for the administration, collection or enforcement of any applicable Law in relation to Taxation;

"Tax Return" means any report, return, document, declaration or other information or filing filed or required to be filed with or supplied to any Governmental Authority with respect to Taxes and any attachment or schedule thereto, including information returns, any documents with respect to or accompanying payments of estimated Taxes, or with respect to or accompanying requests for the extension of time in which to file any such report, return, document, declaration or other information, and any amendment or supplement to any of the foregoing;

"Tendered Shares" has the meaning given to it in Clause 5.1.1(a);

"Tender Offer Document" has the meaning given to it in Clause 2.5.2;

"Tender Offer Publication" has the meaning given to it in Clause 2.6.2;

"Terminating Party" has the meaning given to it in Clause 17.1(b);

"Transaction Payment" means a cash payment due to an employee or other Company Service Provider of the Group at the Settlement in accordance with and subject to the terms of an applicable employment agreement, management agreement, consultancy agreement, side letter or other agreement or arrangement, which such cash payments and the names of the employees and Company Service Providers of the Group to which they relate are set forth on Schedule 10 ( Transaction Payments);

"Transactions" has the meaning given to it in consideration (F);

"Treasury Shares" has the meaning given to it in consideration (B);

"VAT" means within the European Union such Tax as may be levied in accordance with (but subject to derogations from) Directive 2006/112/EC, and outside the European Union any Tax levied by reference to added value, sales or consumption;

"VDR" means the virtual data room set up by the Company together with its advisers hosted by Datasite together with the contents included in such data room on the date prior to the date of this Agreement; a copy of the index of the VDR as of 20 October 2026 is attached hereto as Schedule 14 (VDR Index);

"Wft" has the meaning given to it in Clause 2.1.3;

"Willful Breach" means any knowing, intended or intentional breach on the part of any Party; and

"Working Day" means, pursuant to the German Takeover Act, any day which is not a Sunday or a federal public holiday in Germany.