Item 13. Certain Relationships and Related Transactions and Director Independence

Director Independence

The Company has not established its own standard for determining whether its directors and nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system. Under the independence standards of the New York Stock Exchange, on which the Company’s stock is expected to be listed and traded following completion of the business combination, Messrs. Cossins and Brackfield would not be deemed to be “independent” given that Mr. Cossins is also the principal executive officer, principal financial officer and principal accounting officer of Linde plc and Mr. Brackfield is also the corporate secretary of Linde plc. In addition to serving as members of the Linde plc board of directors, Messrs. Brackfield and Cossins are employed by Linde. In this context, they participate in Linde’s share-based incentive program for executives, the Linde LTIP and the retention scheme which was set up by Linde in connection with the business combination and have entered into indemnification agreements with Linde. Besides this, Messrs. Brackfield and Cossins hold Linde shares. Messrs. Bichara and Steinseifer would not be deemed to be “independent” under the independence standards of the New York Stock Exchange because in addition to serving as members of the Linde plc board of directors, Messrs. Bichara and Steinseifer are employed by Praxair, Inc. In their capacities as employees of Praxair, Inc., Messrs. Bichara and Steinseifer receive a salary which comprises, among others, equity awards. In this context, Messrs. Bichara and Steinseifer hold Praxair shares and other equity-based awards for Praxair.

In their capacity as members of the Linde plc board of directors, Messrs. Bichara, Steinseifer, Brackfield and Cossins receive no compensation and none of them holds shares or equity-based instruments in Linde plc.

Certain Relationships and Transactions

Linde plc has not yet adopted a policy for review of related person transactions. Given the nature of the Company’s business, its limited shareholder base and current composition of management, the board does not believe that the Company requires a policy at this time.

On July 24, 2017 the Company entered into a cash management agreement with Praxair International Finance UC to finance the Company´s working capital obligations. The total available amount under the facility is €30,000,000. The cash management agreement is Euro denominated and has a variable interest rate of one month EUR LIBOR plus a 0% spread. The cash management agreement terminates on the earlier of the termination date of the business combination agreement or the business day immediately following the closing date of the business combination. At December 31, 2017, $9,501,470 was outstanding under this facility (see Note 7 to the consolidated financial statements).