Form 8-K GRAINGER W W INC For: Jul 30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2015 (July 30, 2015)

W.W. GRAINGER, INC.

(Exact name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (847) 535-1000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                                           Entry into a Material Definitive Agreement.

On July 30, 2015, W.W. Grainger, Inc., an Illinois corporation (“Grainger”), and GWW UK Holdings Limited, a company incorporated and registered in England and Wales and an indirect, wholly owned subsidiary of Grainger (“Purchaser”), entered into an Agreement (the “Purchase Agreement”) with Gregory Family Office Limited, a company incorporated and registered in England and Wales (“Seller”), and Michael Gregory, a natural person (“Seller Guarantor”), pursuant to which Purchaser agreed to purchase, and Seller agreed to sell, all of the issued share capital (the “Shares”) of Cromwell Group (Holdings) Limited, a company incorporated and registered in England and Wales (the “Company”), from Seller (the “Acquisition”). The obligations of each of Purchaser and Seller under the Purchase Agreement have been guaranteed by each of Grainger and Seller Guarantor, respectively.

The aggregate purchase price payable by Purchaser for the Shares is £310 million GBP (the “Initial Purchase Price”), subject to customary adjustment based on, among other things, the amount of cash, debt and working capital in the business as of August 31, 2015. Of the Initial Purchase Price (a) £30 million GBP will be placed in a general claims escrow at the closing of the Acquisition (the “Closing”) as security for any adjustments to the Initial Purchase Price in Purchaser’s favor following the Closing and Seller’s warranty claim and indemnity obligations under the Purchase Agreement (other than in respect of any Pension Liabilities) and (b) £15 million GBP (the “Pension Liabilities Escrow”) will be placed in a separate escrow at the Closing as security for Seller’s indemnity obligations under the Purchase Agreement with respect to specified potential liabilities arising in connection with the Company’s Pension and Life Assurance Scheme (the “Pension Liabilities”).

The Purchase Agreement contains warranties and covenants of Seller and Purchaser customary for a transaction of this nature. From the date of the Purchase Agreement until the Closing, Seller has agreed to procure that the Company and each of its subsidiaries operate in the ordinary course of business consistent with past practice with the intention of preserving the value of their respective assets, goodwill and current business relationships and maintaining their respective financial position.

The consummation of the Acquisition includes customary closing obligations. Purchaser has the right to terminate the Purchase Agreement in certain circumstances, including if (a) the losses derived from (i) any material breach of Seller’s warranties (as if such warranties had been brought down at Closing), (ii) any material breach of the covenants that Seller or the Company is required to perform on or prior to Closing and (iii) any Pension Liabilities in excess of the Pension Liabilities Escrow would, in the aggregate, exceed £5,000,000 GBP or (b) there is a material change in law preventing consummation of the Acquisition.

Under the Purchase Agreement, Seller is also obligated to compensate Purchaser for warranty claims and indemnify Purchaser for certain specifically identified matters, in each case, subject to certain limitations specified in the Purchase Agreement, including an aggregate general cap of £93 million GBP with respect to most warranty claims and indemnity obligations of Seller and, excluding, among other select items, any Pension Liabilities (as to which Seller’s liability is capped at the amount of the Pension Liabilities Escrow).

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

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The warranties and covenants contained in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and as of the specific dates set forth therein, were solely for the benefit of the parties thereto, may have been used for purposes of allocating risk between each party rather than establishing matters of fact, may be subject to a contractual standard of materiality different from that generally applicable to investors and may be subject to qualifications or limitations agreed upon by the parties to the Purchase Agreement in connection with the negotiated terms thereof, including being qualified by schedules and other confidential disclosures made by the parties to the Purchase Agreement. Accordingly, the Purchase Agreement is included in this filing only to provide investors with information regarding the terms of the Purchase Agreement and investors should not rely on the warranties and covenants in the Purchase Agreement as statements of factual information.

Item 8.01                                           Other Events.

On July 30, 2015, Grainger issued a press release announcing the entry into the Purchase Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01                                           Financial Statements and Exhibits.

(d)                Exhibits

* Certain of the schedules and exhibits to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request.

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SIGNATURES

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

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Exhibit 2.1

EXECUTION COPY

DATED 30 July 2015

(1) GREGORY FAMILY OFFICE LIMITED

- and -

(2) MICHAEL GREGORY

- and -

(3) GWW UK HOLDINGS LIMITED

- and -

(4) W.W. GRAINGER, INC.

AGREEMENT

relating to

the sale and purchase of the entire issued share

capital of Cromwell Group (Holdings) Limited

CONTENTS

THIS AGREEMENT is made on 30 July 2015

BETWEEN:

(1)                                 GREGORY FAMILY OFFICE LIMITED a company incorporated and registered in England and Wales with number 09473311 which has its registered office at Mayfield & Co, 2 Merus Court, Meridian Business Park, Leicester, LE19 1RJ (the “Seller”);

(2)                                 MICHAEL GREGORY of 4 Ryschbachstrasse, Zweisimmen 3770, Switzerland (the “Seller’s Guarantor”);

(3)                                 GWW UK HOLDINGS LIMITED, a company incorporated and registered in England and Wales with number 09639826 which has its registered office at c/o TMF Group, 5th Floor, 6 St Andrew Street, London, United Kingdom, EC4A 3AE (“Purchaser”); and

(4)                                 W.W. GRAINGER, INC., a company incorporated in the State of Illinois, United States of America which has its principal executive offices at 100 Grainger Parkway, Lake Forest, IL 60045, United States of America (“Purchaser’s Guarantor”).

BACKGROUND:

A                                       Cromwell Group (Holdings) Limited (“Company”) is a private company limited by shares.  Further information relating to the Company and its Subsidiaries is set out in parts 1 and 2 of schedule 1.

B                                       The Seller is the beneficial owner of the Shares. The legal title to the Shares is currently registered in the name of the Trustees and the Seller’s Guarantor, although beneficial title to the Shares has been transferred to the Seller on 29 July 2015.

C                                       The Seller has agreed to sell and the Purchaser has agreed to purchase the Shares on the terms set out in this agreement.

D                                       The Seller’s Guarantor holds 40,000,000 preference shares in the capital of the Seller and has agreed to guarantee the obligations of the Seller under this agreement.

E                                        The Purchaser’s Guarantor is the ultimate parent company of the Purchaser and has agreed to guarantee certain of the obligations of the Purchaser under this agreement.

IT IS AGREED:

1.                                      DEFINITIONS AND INTERPRETATION

1.1                               In this agreement:

“2014 Tax Returns” means the corporation tax returns and computations of the Group Companies (or the equivalent returns and computations for those Group Companies not incorporated in the United Kingdom) for the accounting periods ended on the Accounts Date;

“ABC Diligence Questionnaires” means the anti-bribery and corruption due diligence questionnaires in the Agreed Form;

“ABC Indemnity” means the indemnity given by the Seller in clause 9.1.5;

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“ABC Indemnity Claim” means a claim by the Purchaser under clause 9.1.5;

“Accounting Standards” means generally accepted accounting principles in the United Kingdom including all Statements of Standard Accounting Practice, Financial Reporting Standards, Statements of Recommended Practice and abstracts of the Urgent Issues Task Force issued or adopted by the Financial Reporting Council Limited, any other requirement of a United Kingdom accounting body having mandatory effect and other generally accepted accounting principles and practices in the United Kingdom and extant at Completion but excluding international financial reporting standards;

“Accounts” means the audited financial statements of each Group Company as at and for the financial period ended on the Relevant Accounts Date, comprising its balance sheet, profit and loss account and other statements and all attached notes and reports and, in the case of the Company only, the consolidated balance sheet, consolidated profit and loss account and other statements of the Group and all attached notes and reports;

“Accounts Date” means 31 August 2014;

“Acquired Company” means, collectively, the Company and the Subsidiaries;

“Acquisition” means the proposed acquisition of the Shares by the Purchaser on the terms of this agreement;

“Acquisition Dispute” means any dispute or claim arising out of or in connection with this agreement, its subject matter or formation (including any non-contractual dispute or claim);

“Acquisition Documents” means this agreement, the Disclosure Letter, the Agreed Form documents and any other documents to be delivered on Completion;

“Adjudication” means the adjudication sought in the SD Application, being that the share for share exchange specified in Step 3 of the PwC Steps Paper is exempt from stamp duty;

“Affiliate” (including, with a correlative meaning, “affiliated”) means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person.  For purposes of this definition, the term “control” (including with correlative meanings, “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, 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;

“Aggregate Cash Bonus Amount” means £5,625,900, being the aggregate gross amount (including any Tax and employers national insurance contributions) of the cash bonuses to be paid to certain employees of the Group Companies;

“Agreed Form”, in relation to a document, means the form approved and for identification purposes initialled by (or on behalf of) the Seller and the Purchaser (with such modifications as may be agreed between the Seller and the Purchaser following the date of this agreement);

“Alternate Transaction” means any (i) direct or indirect acquisition or purchase of any shares or equity interest in the Company or any of its subsidiaries, (ii) merger, takeover, consolidation, business combination or similar transaction involving the Company or any of its subsidiaries, (iii) sale of all or any portion of the assets or business of the Company or any of its subsidiaries (other than sales of the Company’s or such subsidiaries’ assets in the ordinary course of business consistent with past practice), (iv) reorganization, recapitalization,

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reclassification, joint venture or other similar transaction involving the Company or any of its subsidiaries, (v) liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of the Company or any of its subsidiaries or the deduction or payment of an extraordinary dividend (whether in cash or other property) by the Company or any of its subsidiaries (other than a Permitted Dividend) or (vi) any other transaction similar in form or effect to the foregoing involving the Company or any of its subsidiaries, in each case, other than such a transaction with the Purchaser or any member of the Purchaser Group.  Any agreement, arrangement or understanding entered into with the intent or effect of delaying, terminating, preventing or affecting negatively the consummation of this agreement will also be deemed to constitute an Alternate Transaction;

“Annotated Data Room Index” means the annotated index of the Seller’s Data Room in the Agreed Form;

“Anti-Corruption Laws” means all applicable local and international anti-bribery and anti-corruption laws and codes of practice having legally binding effect (including any which have extra-territorial effect) including, but not limited to, the U.K. Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act 1977, but only to the extent applicable to the Group Companies up to Completion (and not by reason of becoming a subsidiary of the Purchaser);

“Asbestos Legislation” means the Control of Asbestos Regulations 2012 or any other legislation or statutory guidance having legally binding effect which has as its purpose or effect the identification and management of asbestos in non-domestic premises but only to the extent applicable to the Group Companies up to Completion (and not by reason of becoming a subsidiary of the Purchaser);

“Authority” means any supra-national, national or sub-national authority, commission, department, agency, regulator, government or administrative or regulatory body, court, tribunal or arbitrator having jurisdiction over or in respect of the Group Companies but only to the extent applicable to the Group Companies up to Completion (and not by reason of becoming a subsidiary of the Purchaser);

“Business” means any business carried on by the Group Companies as at the Completion Date or during the period of 12 months ending on the Completion Date (other than the business carried on by Mediwell, being the assembly, sale and maintenance of high-technology vending machines (known as Medi 365) for the provision of primary or secondary health care services);

“Business Day” means a day other than a Saturday or Sunday on which banks are open for general business in London and Chicago;

“Capped Non-UK Cash Amount” means an amount calculated as follows:

where:

BS means the Non-UK Balance Sheet Cash Amount;

TC means the Non-UK Target Cash Amount; and

CC means any Non-UK Cash for which a process to transfer such Non-UK Cash to any Group Company incorporated in England and Wales has been initiated and:

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(i) no action has been be taken by the relevant Group Company to prevent, delay or reverse the transfer of such Non-UK Cash; and

(ii) the relevant Group Company is not aware of any reason or circumstance whereby such Cash would not be received by the relevant Group Company incorporated in England and Wales;

“Capped UK Cash Amount” means an amount calculated as follows:

where:

BS means the UK Balance Sheet Cash Amount; and

TC means the UK Target Cash Amount;

“Cash” means the aggregate amount of cash (being UK Cash and Non-UK Cash) as at the Effective Time as stated in the Completion Statements, whether in hand or at bank or in transit (together with accrued interest) held by or on behalf of all Group Companies (including without limitation all uncleared lodgements and any unpresented cheques received prior to the Effective Time and deducting any unpresented cheques, direct debits, wire transfers or standing orders paid or written by the Group Companies prior to the Effective Time) derived from the books and records of the Group Companies, (including amounts held on term deposit where there may be a penalty for early withdrawal but excluding amounts held in deposit as security for the obligations of a Group Company or other Persons). For the avoidance of doubt, any unpresented cheques written in favour of creditors or payments made by direct debit, wire transfer or standing order as at the Effective Time shall be deducted from the relevant liability as at the Effective Time and any uncleared lodgements or unpresented cheques received prior to the Effective Time shall reduce the relevant debtor balance as at the Effective Time;

“Claims Escrow Amount” means initially the sum of £30,000,000 (thirty million pounds) and then, after payment of such sum into the Claims Escrow Account, the amount held in the Claims Escrow Account from time to time including any sums credited for interest;

“Claims Escrow Account” means an interest bearing deposit account with Lloyds Bank plc in the joint names of the Claims Escrow Agents;

“Claims Escrow Account Agents” means the Purchaser’s Lawyers and the Seller’s Lawyers;

“Claims Escrow Account Agreement” means the agreement between the Purchaser, the Purchaser’s Guarantor, the Seller, the Seller’s Guarantor and the Escrow Agents in relation to the Escrow Account in the Agreed Form;

“Claims Escrow Release Date” means 31 March 2017;

“Competing Business” means any business which competes with the Business;

“Completion” means completion of the sale and purchase of the Shares in accordance with this agreement;

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“Completion Date” means:

(a)                                                         1 September 2015;

(b)                                                         or, if Completion is postponed in accordance with clause 5.6.2, the date determined in accordance with clause 5.6.2; or

(c)                                                          such other date as may be agreed in writing between the Seller and the Purchaser;

“Completion Debt Amount” means the aggregate amount of all borrowings and Indebtedness in the nature of borrowings of all Group Companies owed to Lloyds Bank plc other than Permitted Borrowings;

“Completion Payment” has the meaning given in clause 3.3;

“Completion Statements” means the statements to be prepared and agreed, deemed agreed or determined in accordance with schedule 7;

“Confidential Information” means all and any information which is not in the public domain and which relates to the business, trading or financial or other affairs of any Group Company (including information relating to the products or services, processes and operations of any Group Company, its customer and supplier lists, price lists, contractual arrangements, market opportunities, plans and intentions, developments, data, results, inventions (whether patentable or not), know how, show how, trade secrets, forecasts, analyses, evaluations, research methodologies, technical or business information, personnel information and other matters concerning the business, trading or financial or other affairs of, or relating to, any Group Company or its customers or other persons having dealings with it), whether such information is oral, in writing, electronic or other form, whether tangible or otherwise or marked in writing as “confidential”, and all and any information which has been or may be derived or obtained from any such information;

“Confirmation Notice” has the meaning given to it in clause 5.6.1;

“Consent” means any approval, consent, ratification, waiver, permit, filing, notification or other authorization;

“Consideration” means the consideration for the Shares set out in clause 3.1;

“Contract” means any agreement, arrangement, understanding or obligation to which any Group Company is a party or subject and under which such Group Company or any other Person has a continuing right, obligation or liability (whether written or oral) except:

(a)                                                         the contracts of employment of the Group Companies’ employees;

(b)                                                         the Policies (as defined in paragraph 22.1 of schedule 2); and

(c)                                                          any leases or sub-leases under which any part of the Property is held or tenancies under which the Property is occupied by a third party;

“Cromwell Equestrian Centre Arrangements” means all arrangements (whether formal or informal, written or unwritten), agreements or understandings pursuant to which any Group Company provides any amounts (whether in cash or in kind) by way of sponsorship (or similar payment) to Cromwell Equestrian Centre (Thurning) Limited;

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“CTA 2010” means the Corporation Tax Act 2010;

“Customer” means any Person who at any time during the period of 12 months ending on the Completion Date was a customer of any Group Company;

“Data Protection Laws” means all applicable laws, guidelines and industry standards having legally binding effect relating to the processing of Personal data and privacy but only to the extent applicable to the Group Companies up to Completion (and not by reason of becoming a subsidiary of the Purchaser);

“DB Scheme” means the Cromwell Group (Holdings) Limited Pension and Life Assurance Scheme;

““DB Scheme Actuary” has the meaning given to it in schedule 13;

“DB Scheme Trustees” means the trustees of the DB Scheme;

“DC Schemes” means the following defined contribution pension schemes:

(a)                                                         Cromwell Money Purchase Pension Scheme;

(a)                                                         Group Personal Pensions - Ex Friends Provident Pot;

(b)                                                         Apex (Bogle & Timms) (CJ Bent);

(c)                                                          Apex GPP (Dundee);

(d)                                                         Apex (Hodson Machine) - Gateshead;

(e)                                                          Apex (Heeley Tools);

(f)                                                           Apex (Turners Ironmongers);

(g)                                                          Norwell Engineering;

(h)                                                         J E Siddle;

(i)                                                             John Smallman Ltd Pension Scheme - Abbey Life;

(j)                                                            John Smallman Ltd Executive Pension Plan;

(k)                                                         Life Assurance - AIG Life - Former Norwell and CJ Bent;

(l)                                                             Bearbreak Retirement Benefits Scheme;

(m)                                                     Scottish Equitable - Retirement Benefit Scheme - Apex;

(n)                                                         Apex Industrial; and

(o)                                                         Mr I H Dand.

“Debt” means the aggregate amount (expressed as a positive number) of all borrowings and Indebtedness in the nature of borrowings of all Group Companies (other than between Group

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Companies) as at the Effective Time as stated in the Completion Statements, including (subject to the proviso below):

(a)                                                         amounts owing under loans and bank overdrafts;

(b)                                                         liabilities under acceptances of trade bills (other than in respect of purchases in the ordinary course of business) and acceptance credits;

(c)                                                          liabilities under any bond, note, loan stock, debenture or other similar instrument or security;

(d)                                                         capital liabilities under finance or equivalent leases, hire purchase agreements and conditional sale agreements;

(e)                                                          liabilities under factoring arrangements;

(f)                                                           amounts raised by any other transactions having the commercial effect of borrowings;

(g)                                                          any outstanding liability relating to the Pension Deficit Amount which has not been satisfied on the Effective Time in accordance with the terms of this agreement;

(h)                                                         liabilities under any Currency Swap, other currency or interest swap or other interest or currency protection, hedging or financial futures transaction or arrangement including without limitation any break cost, early termination fee or similar fee (such fees shall be included to the extent that the underlying liability is terminated prior to the Effective Time or terminated as result of the Acquisition);

(i)                                                             liabilities under any guarantee of, or indemnity against financial loss in respect of, any obligation of another Person (other than another Group Company);

(j)                                                            liabilities in relation to any letter of credit, bond or guarantee given by a third party in relation to any obligation and/or liability of any Group Company (other than in respect of the purchase of stock in the ordinary course of business);

(k)                                                         accrued interest, charges and costs relating to any of the above items (including those relating to early repayment, discharge or termination on or before the Effective Time);

(l)                                                             outstanding deferred consideration payable in respect of any fixed assets or shares (including, if not paid, the outstanding consideration payable in respect of the purchase of Merlin Business Software);

(m)                                                     liabilities in the nature of borrowings analogous to any of the above items;

(n)                                                         corporation tax liabilities relating to any period prior to the Effective Time (but after taking account of any deferred tax asset and withholding tax asset), as calculated in the Completion Statements;

(o)                                                         any amounts owing to Mr Gregory or any Person connected with Mr Gregory by the Company or any Group Company;

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(p)                                                         any amounts owing (or, if and to the extent not properly accounted for in the Accounts, paid) to each of Sarah Gregory, Lizzie Gregory and Sheila Gregory;

(q)                                                         any cost or bonus or other form of ex gratia award or payment from or payable by any Group Company (including any Tax payable by any Group Company) to any Person committed prior to the Effective Time and due as a result of (or arising in relation to) Completion (other than the Aggregate Cash Bonus Amount);

(r)                                                            any amounts owed or owing in relation to the Cromwell Equestrian Centre Arrangements,

but excluding Permitted Guarantees and, for the avoidance of doubt, operating leases (including the Great Central Railway Agreement) and trade credit in the ordinary course of business and any amount otherwise included in calculating the Cash and Working Capital pursuant to the provisions of clause 3 and schedule 7 (Completion Statements);

“Directors’ Release Letter” has the meaning given in clause 11.1;

“Disclosed” means fairly disclosed in the Disclosure Letter, with sufficient clarity and detail to enable the Purchaser to identify clearly and accurately the nature, scope and effect of the matter disclosed;

“Disclosed Information” means the information set forth in or annexed to the Disclosure Letter;

“Disclosure Letter” means the letter of the same date as this agreement from the Seller to the Purchaser relating to the Warranties, together with any documents annexed to it;

“Disputed Escrow Claim” means any Escrow Claim that is not a Settled Escrow Claim;

“Effective Time” means 17.30 UK time on 31 August 2015 (or such other date as the Purchaser and the Seller may agree in writing);

“Environment” means all and any living organisms or ecosystems, the media of air (including air within buildings, other man-made structures and natural structures above or below ground), water and land (including buildings and other man-made structures above or below ground);

“Environmental Laws” means all applicable laws, notices, regulatory codes of practice, circulars, guidance notes and equivalent controls in each case having legally binding effect which:

(a)                                                         have as a purpose or effect the protection of, or prevention of harm to, human health or the Environment;

(b)                                                         relate to health and safety or compensation for harm; or

(c)                                                          relate to the generation, transportation, storage, treatment, use or disposal of any Hazardous Substance,

but only to the extent applicable to the Group Companies up to Completion (and not by reason of becoming a subsidiary of the Purchaser);

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“Environmental Licences” means all licences, certificates, consents, exemptions, permits, registrations, authorisations, permissions and approvals, required under any Environmental Law;

“Employee Cash Bonus Amount” means the aggregate amount of the Employee Cash Bonuses;

“Employee Cash Bonuses” means the cash bonuses to be paid to certain employees of the Group Companies (net of PAYE and national insurance) up to a gross amount (including PAYE and national insurance of the Aggregate Cash Bonus Amount);

“Employee Loans” means each of the loans specified in schedule 11 of this agreement made to employees of the Company or a Target Company by way of or pursuant to a loan agreement or emergency loan request and any other loan made to any employee of the Company or a Group Company by way of a loan agreement or emergency loan request whether or not in writing;

“Encumbrance” means any mortgage, charge, pledge, lien, option, restriction, assignment, right to acquire, right of pre-emption or any other form of right, interest, preference, security, encumbrance of any nature in favour of a third party or any agreement, arrangement or obligation to create any of them;

“Escrow Claim” means a claim by the Purchaser pursuant to the provisions of clause 3.5, a General Warranty Claim, a Tax Claim or an Indemnity Claim which has been notified to the Seller before the relevant Claims Escrow Release Date;

“Estimated UK Cash Amount”, “Estimated Non-UK Cash Amount”, “Estimated Debt” and “Estimated Working Capital” each have the meaning given in clause 3.2;

“Excluded Assets” means each of the assets set forth on Appendix 1;

“Excluded Indemnities” means the Indemnities at clauses 9.1.1 (Excluded Assets), 9.1.2 (Pre-Sale Reorganisation), 9.1.3 (Merlin Business Software), 9.1.4 (Disposal of Mediwell), 9.1.8 (Related Party Transaction), 9.1.9 (Cromwell Equestrian Centre Arrangements), 9.1.10 (Debt or Seller Expense), 9.1.11 (Overpayments), 9.1.12 (MG Employees), 9.1.13 (National Minimum Wage) and 9.1.14 (Employee Claims);

“Extracted” means in the case of UK Cash (ignoring any reference to the Estimated Time for this purpose), extracted by lawful dividend to the Seller or the owner of the relevant shares at the relevant time in the Company, and, in the case of Non-UK Cash (ignoring any reference to the Estimated Time for this purpose), by transfer of Cash (by loan, dividend, recharge, settlement of invoices or otherwise but ignoring any reference to the Estimated Time for this purpose) to a Group Company registered in England & Wales;

“General Warranties” means the warranties given by the Seller in clause 7.1, other than the Tax Warranties;

“General Warranty Claim” means any claim, whether in contract or otherwise, in relation to the General Warranties;

“Governmental Authority” means (a) any nation, region, state, county, city, town, village, district or other jurisdiction, (b) federal, state, local, municipal, foreign or other government, (c) department, agency or instrumentality of a foreign or other government, including any state owned or state controlled instrumentality of a foreign or other government, (d)

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governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other similar entity and any court or other tribunal), (e) Public International Organisation or multinational organisation, or (f) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing power of any nature, in each case having jurisdiction over the Group Companies up to Completion (and not by reason of becoming a subsidiary of the Purchaser);

“Governmental Authorisation” means any Consent, licence, franchise, permit, exemption, clearance or registration issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any law;

“Great Central Railway Agreement” means the rack lease agreement dated 31 March 2011 made between Cromwell Tools Limited and Great Central Railway PLC;

“Group Companies” means the Company and the Subsidiaries, and “Group Company” means any of them;

“Hazardous Substance” means any natural or artificial substance (whether solid, liquid or a gas), noise, ion, vapour, electromagnetic charge or radiation, whether alone or in combination, which is capable of causing harm or of having a deleterious effect on the Environment;

“HMRC Payment” has the meaning given to it in paragraph 10.1.1 of schedule 10;

“HMRC Recovery” has the meaning given to it in paragraph 10.1.2 of schedule 10;

“Indebtedness” means, with respect to any Person:

(a)                                                         all indebtedness of such Person, whether or not contingent, for borrowed money (other than the credit incurred in the ordinary course of business);

(b)                                                         all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments or debt securities and warrants or other rights to acquire any such instruments or securities; and

(c)                                                          all Indebtedness of others of the kind referred to in clauses (a) and (b) hereof guaranteed, directly or indirectly, in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement:

(i)                                                             to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness;

(ii)                                                          to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss;

(iii)                                                       to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered);

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(iv)                                                      to grant an Encumbrance on property owned or acquired by such Person, whether or not the obligation secured thereby has been assumed; or

(v)                                                         otherwise to assure a creditor against loss;

“Indemnity Claim” a claim under clause 9 (Indemnities) other than in relation to clause 9.3;

“Insolvency Event” means, in relation to a Person, any of the following:

(a)                                                         the existence of circumstances by which it is or is deemed to be, or otherwise declare itself to be, insolvent or unable to pay its debts as they fall due;

(b)                                                         the cessation or suspension of the payment of all, or a particular class of, its creditors or a threat to do so;

(c)                                                          the taking of any formal or informal steps with a view to the deferral, rescheduling or other readjustment of all, or a particular class of, its creditors, or the taking of any formal steps to make a general assignment or arrangement or composition with or for the benefit of the relevant creditors;

(d)                                                         any form of liquidation, receivership, administrative receivership, administration, arrangement or scheme with creditors, moratorium, stay or limitation of creditors’ rights, interim or provisional supervision by the court or by Persons appointed by the court (or any equivalent or similar procedure under the laws of any jurisdiction in which the relevant Person is incorporated, registered, domiciled or resident or carries on business or has assets) being commenced or otherwise in place or under way in relation to it, whether in or out of court; or

(e)                                                          any distress, execution or other process being levied against any of its assets which has not been satisfied in full;

“Interest Rate” means an annual rate of 4 per cent above the base lending rate for the time being of Barclays Bank plc;

“Intellectual Property” means:

(a)                                                         patents, rights in inventions, know-how, trade secrets, copyright and related rights, moral rights, registered designs, design rights, database rights, semiconductor topography rights, trade marks and service marks, trade names, business names, brand names, get-up, logos, domain names and URLs, rights in unfair competition, goodwill and rights to sue for passing-off and any other intellectual property rights (in each case, whether or not registered, and including all applications to register and rights to apply to register any of them and all rights to sue for any past or present infringement of them); and

(b)                                                         all rights or forms of protection having equivalent or similar effect in any jurisdiction,

but excluding Software;

“Key Customer” means any customer of any Group Company which, together with its group, in the financial year ended on the Accounts Date accounted for, or in the current

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financial year is likely to account for, more than one per cent of the revenue of the Group Companies as a whole;

“Key Supplier” means any supplier to any Group Company which, together with its group, in the financial year ended on the Accounts Date accounted for, or in the current financial year is likely to account for, more than two per cent of the expenditure of the Group Companies as a whole;

“Key Warranties” means any of the General Warranties in paragraph 1 (Seller related matters), paragraph 2 (Share capital), and paragraphs 3.1, 3.2, and 3.5 (Corporate information) of schedule 2 (General Warranties);

“Liability” means any liabilities, debts or other obligations of any nature, whether known or unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise, due or to become due or otherwise and whether or not required to be reflected on a balance sheet prepared in accordance with Accounting Standards;

“Longstop Time” means 5.30pm on 30 September 2015 or such other time and date as may be agreed in writing between the Seller and the Purchaser;

“Loss” means any loss, Proceeding, Order, damage, fine, penalty, interest, reasonable expense (including reasonable attorneys’ or other professional fees and expenses and court costs), injury, Liability, Tax, Encumbrance or other reasonable cost or expense whatsoever, whether or not involving the claim of another Person (but excluding consequential or indirect loss or (whether direct, indirect or consequential) loss of profits, revenue, business, goodwill, reputation or loss in value of the Shares) but excluding the costs or expenses associated with any unsuccessful claim by a third party or prosecution which gives rise to an Indemnity Claim by the Purchaser;

“Management Accounts” means the unaudited quarterly financial statements of the Company (on a consolidated basis), comprising a balance sheet of the Company (on a consolidated basis) as at 31 May 2015 and the profit and loss account for the Company (on a consolidated basis) for the period from the Accounts Date until 31st May 2015 and trial balances for each operating unit of the Acquired Companies;

“Material Breach of the Agreement” any material breach or material non-compliance of the covenants and obligations that the Company or the Seller is required to perform or comply with (and to cause the Acquired Companies to perform and comply with) under this agreement on or before Completion (with materiality being measured individually and on an aggregate basis with respect to all breaches of covenants and obligations);

“Material Change in Law” means any change in Law, or Order in effect, published, introduced or otherwise formally proposed or commenced or threatened Proceeding (in all cases arising after the date of this agreement), that in any case would (i) prevent, make illegal or restrain the consummation of the transactions contemplated by this agreement or (ii) cause any of the transactions contemplated by this agreement to be rescinded following consummation;

“Material Repeated Warranty Breach” means a breach of the Repeated Warranties (save to the extent Disclosed in the Disclosure Letter) if the Repeated Warranties were deemed to be repeated as at the date of the Confirmation Notice and such breach or breaches in aggregate would be likely to result in losses in excess of £5,000,000 (five million pounds);

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“Mediwell” means Mediwell Systems Limited, a company registered in Scotland with number SC142547;

“Merlin Business Software” means Merlin Business Software Limited, a company registered in England and Wales with number 01274874;

“Merlin Contingent Consideration” means any amounts of consideration that remain payable by the Company or any other Group Company in respect of the acquisition of Merlin Business Software pursuant to a sale and purchase agreement entered into between Andrew Wilson and others and Ashlink Software Limited on 30 October 2013;

“MG Employees” means the general house keeper (payroll number 02469) and carer identified in paragraph 1.4.1 of the Disclosure Letter;

“Non-Disclosure Agreement” means the confidentiality agreement dated 4 July 2014 and made between the Purchaser’s Guarantor and the Company;

“Non-UK Cash” means any Cash held by any Group Company outside of the United Kingdom as at the Effective Time;

“Non-UK Target Cash Amount” means an amount of Cash of £3,000,000 (three million pounds);

“Non-UK Balance Sheet Cash Amount” means an amount of Cash of £21,000,000 (twenty one million pounds);

“Notice” has the meaning given to it in clause 28;

“Order” means any order, injunction, writ, judgment, decree, settlement, ruling, assessment or arbitration award of any Governmental Authority or arbitrator;

“Overpayments” means the overpayments by third parties of £1,399,298 in aggregate as at 31st May 2015 (set out in Appendix 2) treated as an asset on the balance sheet of the Group Companies as at the Effective Time;

“Pensions Escrow Amount” means initially the sum of £15,000,000 (fifteen million pounds) and then, after payment of such sum into the Pensions Escrow Account, the amount held in the Pensions Escrow Account from time to time including any sums credited for interest;

“Pensions Escrow Account” means an interest bearing deposit account with Lloyds Bank plc in the joint names of the Pensions Escrow Account Agents

“Pensions Escrow Account Agents” means the Purchaser’s Lawyers and the Seller’s Lawyers;

“Pensions Escrow Account Agreement” means the agreement between the Purchaser, the Purchaser’s Guarantor, the Seller, the Seller’s Guarantor and the Pensions Escrow Account Agents in relation to the Pensions Escrow Account in the Agreed Form;

“Pensions Excess Amount” means the amount by which the sum of Amount X plus Amount Y plus Amount Z (each as defined in schedule 13) exceeds £15,000,000 (fifteen million pounds);

“Pension Deficit Amount” means an amount equal to £1,800,000;

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“Pension Schemes” means the DB Scheme, the Cromwell Group (Holdings) Ltd Group Personal Pension Plan, the Merlin Business Software Ltd Group Personal Pension Plan and the DC Schemes;

“Permitted Customer Claims” means the amount of any and all claims or returns by customers for defective goods or breach of warranties or specification up to £100,000 in aggregate;

“Permitted Dividend” means the declaration or payment of an extraordinary dividend (whether in cash or other property) by the Company or any of its subsidiaries in connection with the extraction of Cash (ignoring reference to the Effective Time) pursuant to clause 3.4 or the extraction of the Excluded Assets pursuant to clause 4, provided that such declaration or payment of an extraordinary dividend in cash by the Company or any of its subsidiaries shall not reduce the Cash held by the Group Companies incorporated in England and Wales as a whole below the UK Target Cash Amount or the Group Companies incorporated outside of England and Wales as a whole below the Non-UK Target Cash Amount (as applicable);

“Permitted Guarantees” means:

(a)                                                         the guarantees given by the Company and Cromwell Tools Limited to certain third parties as more particularly described in Appendix 3 of this agreement; and

(b)                                                         any guarantee given by the Company or Cromwell Tools Limited to any third party after the date of this agreement,

provided that the aggregate amount of all such guarantees shall never be greater than £480,000;

“Person” means an individual or an entity, including a corporation, limited company, limited liability company, general or limited partnership, trust, association or other business or investment entity or any governmental or regulatory authority;

“Potential Customer” means any Person who at any time during the period of 12 months ending on the Completion Date was negotiating with the Seller or any Group Company with a view to that Person becoming a customer of any Group Company;

“Pre-Sale Reorganisation” means the pre-sale reorganisation, the detailed steps of which are set forth in the PwC Steps Paper;

“Pre-Sale Reorganisation Documents List” means the documents list in the Agreed Form prepared by the Seller’s Lawyers in connection with the Pre-Sale Reorganisation;

“Pre-Sale Reorganisation Indemnity” means the indemnity given by the Seller in clause 9.1.2;

“Pro-Forma Balance Sheet” means the pro-forma balance sheet at part 3 of schedule 7;

“Proceeding” means any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator;

“Property” means the land and buildings owned by any Group Company as detailed in part 3 of schedule 1

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and the land and buildings leased by any Group Company as detailed in part 4 of schedule 1;

“Purchaser’s Data Room” means the virtual data room operated and managed by the Purchaser (known as E-Know), which has been made available to the Seller and its representatives;

“Purchaser’s Deal team” means those persons listed in schedule 12;

“Purchaser Group” means the Purchaser, any parent undertaking of the Purchaser for the time being, and any undertaking which, in relation to the Purchaser and/or any such parent undertaking, is a subsidiary undertaking for the time being, including each Group Company with effect from Completion (and references to a “member of the Purchaser Group” or, in the case of any member of the Purchaser Group, to “its group” shall be construed accordingly);

“Purchaser Group Transferee” means a member of the Purchaser Group (other than the Purchaser and any Group Company) to which a Relevant Transfer has been made;

“Purchaser’s Lawyers” means DLA Piper UK LLP of 3 Noble Street, London EC2V 7EE;

“PwC Steps Paper” means the steps paper dated 24 July 2015 prepared by PricewaterhouseCoopers LLP, attached to this Agreement as Annexure B;

“QC” has the meaning given to it in paragraph 1 of part 1 of schedule 13;

“Related Party Transaction” means any transaction involving any of the Seller, the Seller’s Guarantor or any Person connected with either of them and any Group Company;

“Relevant Accounts Date” means

(b)                                                         in respect of those Group Companies other than those listed in (b) and (c) below, 31 August 2014;

(c)                                                          in respect of Cromwell Industrial Supplies Private Limited, 31 March 2014;

(d)                                                         in respect of Cromwell Tools, PT, Cromwell Tools SRL and Cromwell Tools (Shanghai) Co Ltd, 31 December 2014;

“Relevant Jurisdiction” means any Group Company incorporated in the jurisdiction stated in column (1) of schedule 14;

“Relevant Jurisdiction Cash Amount” means the minimum amount of Cash (ignoring for this purpose references to the Effective Time) required to be retained in the Relevant Jurisdictions for working capital purposes;

“Relevant Counterparty” means the counterparty to the Relevant Contract listed in column (1) of the table in schedule 15;

“Relevant Contract” means the contracted set out next to each Relevant Counterparty’s name in column (2) of the table in schedule 15;

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“Relevant Transfer” means the transfer of all or any shares of any Group Company or all or any of the assets or undertaking of any Group Company;

“Repeated Warranties” means the General Warranties other than those contained at paragraphs 10.8.2, 10.8.3, 11.1.1, 11.3.1, 14.2, 21.6.1, 22.1, 23.5, 23.6, 23.7, 29.2, 30.1, 32.4, 40.2.1, 40.2.4, 41.2.1 and 41.2.2;

“Representatives” with respect to any Person means the Affiliates, directors, managers, officers, employees, equityholders, members, consultants, agents, advisors and representatives of advisors of each of such Person and its Affiliates (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors);

“Rescission Notice” means a notice served by the Purchaser rescinding this agreement under clause 5.6 or by the Purchaser or the Seller under clause 5.5.1 or 6.3.3;

“Rescission” means the rescission of this agreement by the service of a Rescission Notice;

“Restricted Name” means:

(a)                                                         any name or names identical or similar to or including the words “Cromwell”, “Tooling & Engineering Distributors” or any colourable imitation of such words;

(b)                                                         any trade or service mark, business or domain name, design, logo, or any other get-up or sign used by any Group Company including, without limitation, any private label brands of any Group Company; or

(c)                                                          any other sign or signs or wording that suggests any connection with any Group Company;

“Retention of Funds Letter” means the letter to be entered into by the Seller’s Lawyer and the Seller in relation to the funds to be retained by the Seller’s Lawyer in the Agreed Form;

“Royal Warrant” means the Royal Warrant, granted to the Company on 1 January 2012;

“SD Amount” means initially the sum of £1,674,750 (one million six hundred and seventy four thousand, seven hundred and fifty pounds) (representing the stamp duty (including interest) which could be payable in connection with the Pre-Sale Reorganisation) and then the amount held in the SD Account from time to time including any sums credited for interest;

“SD Account” means an interest bearing deposit account with Barclays Bank plc in the name of the Purchaser’s Lawyers;

“SD Account Agreement” means the agreement between the Purchaser, the Purchaser’s Guarantor, the Seller, the Seller’s Guarantor and the Purchaser’s Lawyers in relation to the SD Amount in the Agreed Form;

“SD Application” means the application in the Agreed Form to be made by the Seller to HMRC in connection with the Pre-Sale Reorganisation;

“SD Longstop Time” means the date falling six months after the Completion Date;

“SD Notice” means the notice in a form to the reasonable satisfaction of the Purchaser requiring the Seller to pay stamp duty (plus interest) on the SD Stock Transfer Forms;

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“SD Stock Transfer Forms” means the stock transfer forms in the Agreed Form appended to the SD Application;

“Select Employees” means each of the Persons set forth in schedule 9 (Select Employees);

“Seller Expenses” means any unpaid fees and expenses, incurred or committed before Completion by or on behalf of, or paid or to be paid by, the Acquired Companies in connection with the process of selling the shares of the Acquired Companies or otherwise relating to the authorization, preparation, negotiation or execution of this Agreement, any ancillary agreement or any other documents or agreements contemplated hereby or thereby or the performance or consummation of the transactions contemplated hereby or thereby, including (a) any fees and expenses associated with obtaining the release and termination of any Encumbrances on the assets or properties of the Acquired Companies; (b) all brokers’ and finders’ fees; (c) the costs of maintaining directors and officers insurance in accordance with clause 5.1(i); (d) any amount payable to the Seller’s Lawyers as Claims Escrow Account Agents pursuant to the terms of the Claims Escrow Account Agreement; and (e) any fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors or experts;

“Seller’s Data Room” means the virtual data room operated and managed by the Sellers’ Lawyers, which has been made available to the Purchaser and its representatives;

“Seller’s Lawyers” means Browne Jacobson LLP of 15th Floor, 6 Bevis Marks, Bury Court, London EC3A 7BA;

“Service Agreement Side Letters” means letters in the Agreed Form varying certain provisions of the service agreements in place with the Select Employees in part 1 of schedule 9;

“Settled Escrow Claim” means an Escrow Claim or part of an Escrow Claim which:

(a)                                                         is agreed in writing between the Purchaser and the Seller;

(b)                                                         is finally determined by an English court of competent jurisdiction and, in relation to which, all rights of appeal have been exhausted or are debarred by the passage of time;

(c)                                                          the Purchaser has confirmed in writing to the Seller has been withdrawn or abandoned; or

(d)                                                         is unenforceable in accordance with paragraph 2 of schedule 5,

and, where paragraph (c) or (d) applies, the value of that Settled Claims Escrow Claim shall be deemed to be nil;

“Shares” means the 9,653 fully paid ordinary shares of £1 each in the capital of the Company and the 40,000,000 redeemable preference shares of £0.0001, which constitute the whole of the issued share capital of the Company;

“Small Claim” means an individual General Warranty Claim (other than under the Key Warranties) in relation to which the liability of the Seller (excluding interest and costs claimed by the Purchaser as a result of such General Warranty Claim but including, for the avoidance of doubt, any interest or penalties payable to a third party in respect of such claim)

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is less than £100,000, all General Warranty Claims arising from a particular set of circumstances being treated as one individual General Warranty Claim;

“Small Tax Claim” means an individual Tax Claim in relation to which the liability of the Seller (excluding interest and costs claimed by the Purchaser as a result of such Tax Warranty Claim but including, for the avoidance of doubt, any interest or penalties payable to a third party in respect of such claim) is less than £25,000, all Tax Claims arising from a particular set of circumstances being treated as one individual Tax Claim;

“Steam Locomotive” means the steam locomotive BR Standard Class 9F 2-10-0 No.92214, purchased by the Company in January 2015;

“Stock Take” has the meaning given in paragraph 2 of part 4 of schedule 7;

“Subsequent Monthly Financial Statements” means a statement of turnover, gross margin and headcount for July 2015 of the Group Companies prepared in relation to the Group Companies (consistent with prior statements of such nature prepared by the Group Companies for the period since the Accounts Date;

“Subsidiaries” means all the subsidiary undertakings of the Company, further information relating to which is set out in part 2 of schedule 1, and “Subsidiary” means any of them;

“Surviving Provisions” means as defined in clause 16.1.2;

“Target Working Capital” means a positive amount of £75,300,000 ( Seventy five million, three hundred thousand pounds);

“Tax” has the meaning given to it in paragraph 1 of part 1 of schedule 3;

“Tax Authority” has the meaning given to it in paragraph 1 of part 1 of schedule 3;

“Tax Claim” means any claim in relation to the Tax Warranties or under the Tax Covenant;

“Tax Covenant” means any covenant set out in paragraph 2 of part 1 of schedule 3;

“Tax Warranties” means the warranties given by the Seller in relation to Tax in clause 7.1;

“Tax Warranty Claim” means any claim, whether in contract or otherwise, in relation to the Tax Warranties;

“Temporary Staff Schedule” means the list of Temporary Staff included in the Disclosure Letter;

“Trade Compliance Laws” means any law having legally binding effect applicable to the Group Companies regarding economic sanctions, export controls, trade embargoes or import or customs regulations but only to the extent applicable to the Group Companies up to Completion (and not by reason of becoming a subsidiary of the Purchaser);

“Trustees” means Sarah Jane Gregory of Rutland Manor, Belton In Rutland, Oakham, Rutland LE15 9LD, Michael James Doody and Richard David Balme both of 44 High Street, Market Harborough, Leicestershire LE16 7AH, James William Sibley of 41 Edward Road, Fleckney, Leicestershire LE8 8AD and Janet Lucy Gibson of 3 Lincoln’s Inn Fields, London WC21 3AA as trustees of the Gregory Family Settlement and Sarah Jane Gregory, Michael

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James Doody, Richard David Balme, James William Sibley and Janet Lucy Gibson as trustees of the Alps Settlement;

“UK Cash” means any Cash held by any Group Company in the United Kingdom as at the Effective Time;

“UK Target Cash Amount” means an amount of Cash of £5,000,000 (five million pounds);

“UK Balance Sheet Cash Amount” means an amount of Cash of £10,000,000 (ten million pounds;

“Warning Notice” has the meaning given to it in paragraph 4.2 of part 1 of schedule 7;

“Warranties” means the General Warranties and the Tax Warranties;

“Warranty Claim” means any claim in relation to the Warranties; and

“Working Capital” means:

(a)                                                         current assets (including stock (net of provision for slow moving and obsolete items), trade receivables (net of provisions for bad and doubtful receivables), other receivables, prepayments and accrued income and any other current assets shown in the Pro-Forma Balance Sheet); less

(b)                                                         current liabilities (including trade payables, customer prepayments, other payables and accruals and provisions and any other current liabilities shown in the Pro-Forma Balance Sheet),

in each case excluding any amount included within either Cash or Debt, as at the Effective Time on a consolidated basis as stated in the Completion Statements.

1.2                               In this agreement (unless the context requires otherwise):

1.2.1                                             the terms “company”, “body corporate”, “subsidiary”, “holding company”, “undertaking”, “subsidiary undertaking”, “parent undertaking”, “debenture”, “paid up” and “officer” have the meanings given to them in the Companies Act 2006; but, for the purposes of section 1159(1) of the Companies Act 2006, a company shall be treated as a member of another company if any shares in that other company are registered in the name of either (a) a Person by way of security (where the company has provided the security) or (b) a Person as nominee for the company;

1.2.2                                             the term “group”, in relation to a body corporate, means the body corporate, any other body corporate which is its holding company or subsidiary, and any other body corporate which is a subsidiary of that holding company;

1.2.3                                             the terms “employee”, “contract of employment” and “terms of employment” shall be interpreted in accordance with paragraph 39.1 of schedule 2;

1.2.4                                             “£” and “pounds” means the lawful currency of the United Kingdom;

1.2.5                                             a Person shall be deemed to be connected with another if that Person is so connected within the meaning of section 1122 CTA 2010; and

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1.2.6                                             “including”, “includes” or “in particular” means including, includes or in particular without limitation.

1.3                               In this agreement (unless the context requires otherwise), any reference to:

1.3.1                                             any gender includes all genders, and the singular includes the plural (and vice versa);

1.3.2                                             a company includes any company, corporation or body corporate, or any other entity having a separate legal Personality; a Person includes an individual, company, partnership, unincorporated association or Authority (whether or not having a separate legal Personality); and any professional firm or company includes any firm or company effectively succeeding to the whole, or substantially the whole, of its practice or business;

1.3.3                                             any time of day or date is to that time or date in London;

1.3.4                                             a day shall be a period of 24 hours running from midnight to midnight, and days shall be to calendar days unless Business Days are specified;

1.3.5                                             a month or a year shall be to a calendar month or a calendar year respectively;

1.3.6                                             “law” or “laws” includes all applicable laws (whether civil, criminal or administrative), common laws or civil codes, legislation, subordinate legislation, treaties, regulations, rules, directives and by-laws in any jurisdiction, in each case for the time being in force (whether before, on or after the date of this agreement) having legally binding effect and provided that the liability of the Seller shall not be increased by any change coming into effect after Completion;

1.3.7                                             legislation or a legislative provision includes the legislation or legislative provision as amended or re-enacted, any legislation or legislative provision which it amends or re-enacts and any subordinate legislation, in each case for the time being in force (whether before, on or after the date of this agreement) provided that the liability of the Seller shall not be increased by any change coming into effect after Completion;

1.3.8                                             any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include the specific term stated in the language of such other jurisdiction immediately after it or, if no such term is stated, what most nearly approximates to such English term in such other jurisdiction; and any reference to any specific English law shall be deemed to include any equivalent or similar law in any other jurisdiction;

1.3.9                                             any indemnity or covenant to pay being given on an “After-Tax Basis” or expressed to be “calculated on an After-Tax Basis” shall be interpreted in accordance with paragraph 1.6 of part 1 of schedule 3;

1.3.10                                      writing or written includes any method of representing or reproducing words in a legible form; and

1.3.11                                      time shall not be of the essence, unless otherwise specifically stated.

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1.4                               For the purposes of applying a reference to a monetary sum expressed in pounds in clause 3.2, clause 5.2 (Restrictions pending Completion), any Warranty, 5.6 (Right to Serve a Rescission Notice) or schedule 4 (Seller limitations), an amount in a different currency shall be deemed to be an amount in pounds converted at the closing mid-point spot rate for a transaction between the relevant currency and pounds as quoted by Lloyds Bank plc as at the close of business on the Business Day immediately preceding the date of this agreement.

1.5                               For the purposes of applying a reference to a monetary sum expressed in pounds in respect of schedule 7 (Completion Accounts), an amount in a different currency shall be deemed to be an amount in pounds converted at the closing mid-point spot rate for a transaction between the relevant currency and pounds as quoted by Lloyds Bank plc as at the close of business on the Business Day immediately preceding the Completion Date.

1.6                               Unless the context requires otherwise, any reference in this agreement to a clause or schedule is to a clause of or schedule to this agreement, any reference to a part or paragraph is to a part or paragraph of a schedule to this agreement, any reference within a schedule to a part is to a part of that schedule, and any reference within a part of a schedule to a paragraph is to a paragraph of that part of that schedule.

1.7                               This agreement incorporates the schedules to it.

1.8                               The contents list, headings and any descriptive notes are for ease of reference only and shall not affect the construction or interpretation of this agreement.

2.                                      SALE AND PURCHASE OF SHARES

2.1                               Subject to the terms of this agreement, the Seller shall sell and the Purchaser shall purchase the Shares with effect from Completion.

2.2                               The Shares shall be sold free from all Encumbrances and together with all rights of any nature that attach or which may at any time become attached to them, including the right to receive all dividends and distributions declared, paid or made by the Company on or after the Completion Date.

2.3                               The Seller:

2.3.1                                             covenants with the Purchaser that it has the right to transfer or to procure the transfer of the full legal and beneficial interest in its Shares to the Purchaser on the terms set out in this agreement;

2.3.2                                             covenants with the Purchaser that it shall at its own expense do everything required by the Purchaser from time to time in order to vest any of its Shares in the Purchaser; and

2.3.3                                             waives any right of pre-emption or other restriction on transfer in respect of the Shares or any of them, and agrees to procure on Completion the irrevocable waiver of any such right or restriction conferred on any other Person.

2.4                               Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 shall not apply to the sale and purchase of the Shares.

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3.                                      CONSIDERATION

3.1                               Consideration

The consideration payable by the Purchaser for the Shares (the “Consideration”) is:

3.1.1                                             £310,000,000 (three hundred and ten million pounds);

3.1.2                                             plus an amount equal to the UK Target Cash Amount and the Non-UK Target Cash Amount;

3.1.3                                             less an amount equal to the Aggregate Cash Bonus Amount;

3.1.4                                             less an amount equal to the Seller Expenses;

3.1.5                                             less an amount equal to the Debt;

3.1.6                                             plus an amount equal to any excess in the Working Capital above the Target Working Capital or less an amount equal to any shortfall in the Working Capital below the Target Working Capital, as applicable;

3.1.7                                             plus, an amount equal to any excess in UK Cash above the UK Target Cash Amount or less an amount equal to any shortfall in UK Cash below the UK Target Cash Amount, as applicable, provided that the maximum amount of any excess payable pursuant to this clause 3.1.6. shall be the Capped UK Cash Amount;

3.1.8                                             plus, an amount equal to any excess in Non-UK Cash above the Non-UK Target Cash Amount or less an amount equal to any shortfall in Non-UK Cash below the Non-UK Target Cash Amount, as applicable, provided that the maximum amount of any excess payable pursuant to this clause 3.1.8. shall be the Capped Non-UK Cash Amount,

which shall be paid in cash as set out in this clause 3.

3.2                               Notification of Estimates

The Seller shall notify the Purchaser of its best, good faith estimates of the UK Cash, Non-UK Cash, the Debt and the Working Capital (“Estimated UK Cash Amount”, “Estimated Non-UK Cash Amount”, “Estimated Debt” and “Estimated Working Capital” respectively) and the Seller Expenses by providing a statement substantially in the form set out in part 3 of schedule 7 as close as reasonably practicable to, but no later than five Business Days before, the Completion Date.

3.3                               Payment on account of Consideration

3.3.1                                             The Purchaser shall pay the following amount on account of the Consideration (“Completion Payment”) in cash on Completion:

3.3.1.1                                   £310,000,000 (three hundred and ten million pounds);

3.3.1.2                                   plus an amount equal to the UK Target Cash Amount and the Non-UK Target Cash Amount;

3.3.1.3                                   less an amount equal to the Aggregate Cash Bonus Amount;

3.3.1.4                                   less an amount equal to the Seller Expenses notified under clause 3.2;

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3.3.1.5                                   less an amount equal to the Estimated Debt;

3.3.1.6                                   plus an amount equal to any excess in the Estimated Working Capital above the Target Working Capital or less an amount equal to any shortfall in the Estimated Working Capital below the Target Working Capital;

3.3.1.7                                   plus an amount equal to any excess in the Estimated UK Cash Amount above the UK Target Cash Amount or less an amount equal to any shortfall in the Estimated UK Cash Amount below the UK Target Cash Amount, provided that the maximum amount of any excess payable pursuant to this clause 3.3.1.77 shall be the Capped UK Cash Amount; and

3.3.1.8                                   plus an amount equal to any excess in the Estimated Non-UK Cash Amount above the Non-UK Target Cash Amount or less an amount equal to any shortfall in the Estimated Non-UK Cash Amount below the Non-UK Target Cash Amount, provided that the maximum amount of any excess payable pursuant to this clause 3.3.1.88 shall be the Capped Non-UK Cash Amount.

3.3.2                                             The Completion Payment shall be paid as follows:

3.3.2.1                                   the Claims Escrow Amount in immediately available funds through a UK clearing bank to the client account of the Purchaser’s Lawyers’ for payment into the Claims Escrow Account; and

3.3.2.2                                   the SD Amount in immediately available funds through a UK clearing bank to the client account of the Purchaser’s Lawyers for payment into the SD Account;

3.3.2.3                                   the Pensions Escrow Amount in immediately available funds through a UK clearing bank to the client account of the Purchaser’s Lawyers’ for payment into the Pensions Escrow Account; and

3.3.2.4                                   the balance of the Completion Payment to the Seller’s Lawyers’ client account, payment of which shall constitute a full satisfaction and discharge of the Purchaser’s obligation to pay the Completion Payment.

3.3.3                                             The Claims Escrow Amount shall be dealt with in accordance with schedule 8 and the terms of the Claims Escrow Account Agreement.

3.3.4                                             The SD Amount shall be dealt with in accordance with schedule 10 (stamp duty provisions) and the terms of the SD Account Agreement.

3.4                               Cash Extraction Exercise

3.4.1                                             The Seller shall use all reasonable endeavours to procure that, on or prior to the Effective Time any Cash (ignoring for this purpose references to the Effective Time) held:

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3.4.1.1                                   in the United Kingdom in excess of the UK Target Cash Amount; and

3.4.1.2                                   outside of the United Kingdom in excess of the Non-UK Target Cash Amount,

shall, in each case, be Extracted.

3.4.2                                             The Seller shall use its best endeavours to procure that as at the Effective Time, the aggregate amount of Non-UK Cash in the Relevant Jurisdiction shall not be less than the Relevant Jurisdiction Cash Amount.

3.5                               Post Completion Adjustment

Within five Business Days of the agreement, deemed agreement or determination of the Completion Statements in accordance with schedule 7:

3.5.1                                             if the Consideration exceeds the Completion Payment then the Purchaser shall pay to the Seller the excess, together with interest.

3.5.2                                             subject to clause 3.5.5, if the Consideration is less than the Completion Payment and the difference is less than the Claims Escrow Amount, then the amount of the difference shall be paid out of the Claims Escrow Account to the Purchaser, together with interest that has accrued on such sum while in the Claims Escrow Account; and

3.5.3                                             subject to clause 3.5.5, if the Consideration is less than the Completion Payment and the difference is greater than the Claims Escrow Amount, then:

3.5.3.1                                   the full amount of the Claims Escrow Amount shall be paid out of the Claims Escrow Account to the Purchaser, together with the interest that has accrued on such sum while in the Claims Escrow Account; and

3.5.3.2                                   subject to clause 3.5.5, to the extent not satisfied pursuant to clause 3.5.3.1, the Seller shall pay to the Purchaser in cash the amount by which the Completion Payment exceeds the Consideration, together with interest on the amount payable under this clause 3.5.3.2.

3.5.4                                             Interest due pursuant to clauses 3.5.1 and 3.5.3.2 shall be calculated on the amount payable from (and including) the day after the Completion Date to (but excluding) the actual date of payment at the Interest Rate accruing on a daily basis, and compounded monthly.

3.5.5                                             Without limiting any of the provisions of this clause 3, the Purchaser may at any time resort directly to the Seller to satisfy any amount owed by the Seller pursuant to this clause 3 in excess of £15,000,000.  To the extent that the Purchaser resorts directly to the Seller for payment of such excess, the Seller shall promptly pay such amount to the Purchaser by wire transfer of immediately available funds to an account designated in writing by the Purchaser.  For the avoidance of doubt, nothing in this clause 3.5.5 shall prejudice any of the Purchaser’s rights contained in schedule 8. For the avoidance of doubt, the Purchaser’s sole recourse in respect of the first £15,000,000 of any shortfall

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payable to the Purchaser under this clause 3.5, shall be against the Claims Escrow Amount from time to time.

3.5.6                                             In respect of any shortfall payable to the Purchaser from the Claims Escrow Account in accordance with this clause 3.5, the Seller and the Purchaser will promptly prepare, execute and deliver joint written instructions to the Claim Escrow Agents to disburse to the Purchaser (or an Affiliate of the Purchaser), the amount of such payment shortfall.  The Claims Escrow Agent shall pay to the Purchaser (or an Affiliate of the Purchaser), by wire transfer of immediately available funds, the amount of such payment shortfall from the Claims Escrow Account in accordance with the Claims Escrow Agreement.

3.6                               Claims to be treated as reducing Consideration

Any payment by the Seller in respect of any Warranty Claim or Tax Claim, and/or under clause 9 (Indemnities), shall, to the extent legally possible, be deemed to reduce the Consideration received by the Seller.

3.7                               Escrow arrangements

The Purchaser and the Seller shall promptly give all necessary written instructions to the Claims Escrow Account Agents to effect payments out of the Claims Escrow Account in accordance with the terms of this agreement and the Claims Escrow Agreement.

4.                                      EXCLUDED ASSETS

4.1                               The Seller hereby undertakes to the Purchaser that it shall procure that:

4.1.1                                             prior to the date of the Effective Time, each of the Excluded Assets shall be transferred from the Company (or a Target Company) to the Seller, the Seller’s Guarantor or any other third party or parties;

4.1.2                                             each of such transfers shall be carried out by way of a lawful dividend in specie;

4.1.3                                             no amount of consideration (whether actual or contingent) is or remains payable by any Person in respect of any of the Excluded Assets and no Target Company has any liability in respect of any of the Excluded Assets (other than, for the avoidance of doubt, under the Great Central Railway Agreement); and

4.1.4                                             no taxation is payable by the Company or any Target Company in respect of any of the Excluded Assets (save to the extent provided for in the Completion Statements).

5.                                      PRE-COMPLETION MATTERS

5.1                               Operations pending Completion

5.1.1                                             Pending Completion, the Seller shall:

5.1.1.1                                   procure that each Group Company shall subject to clause 5.3, continue to operate in the ordinary course of business consistent with past practice, with the intention of preserving the value of its assets, goodwill and current business relationships and maintaining its trading and financial position;

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5.1.1.2                                   give to the Purchaser all such assistance (including without limitation by procuring the attendance of Representatives of the Seller at meetings and assisting with any filings that may be required) as the Purchaser may reasonably request for the purposes of ensuring that the Company maintains its use of the Royal Warrant following Completion;

5.1.1.3                                   procure completion of the Pre-Sale Reorganisation, in accordance with the PwC Steps Paper (save for the matters envisaged by schedule 10);

5.1.1.4                                   until Completion, on or before the 21st day of each month, deliver to the Purchaser the Subsequent Monthly Financial Statements;

5.1.1.5                                   not, and will cause their respective Representatives not to, directly or indirectly (a) solicit, initiate, encourage, knowingly facilitate or entertain any inquiry or the making of any proposal or offer from any Person relating to any Alternate Transaction (as defined below); (b) enter into, continue or otherwise participate in any discussions or negotiations with any Person relating to any Alternate Transaction; (c) furnish to any Person any non-public information or grant to any Person access to the properties, assets, books, contracts, Personnel or records of the Company or any of its subsidiaries for the purpose of determining whether to make or pursue any inquiries or proposals relating to any Alternate Transaction or (d) enter into any agreement, arrangement or understanding with any Person with respect to, or otherwise cooperate in any way with, or assist, participate in, facilitate or encourage any effort or attempt by any Person to seek to do, any of the foregoing, in each case, other than the Purchaser and its Representatives.  If the Seller, the Company, any Acquired Company or any of their respective Affiliates, directors, officers, employees, agents, consultants or other advisers or representatives receives, prior to the Completion Date, any offer, proposal, request, enquiry or other contact, directly or indirectly, of the type referenced in this clause 5.1.1.5, the Seller shall as soon as reasonably practicable (and in any event within two Business Days) notify the Purchaser thereof, including information as to the identity of the offeror or Person making any such offer or proposal and the material terms of such offer or proposal and any other information as the Purchaser may reasonably request and none of the Seller nor its Representatives shall disclose any information to such Person or release any Person from any undertaking of confidentiality or restrictive covenant in connection with such offer or proposal;

5.1.1.6                                   procure, or shall cause to be procured, a “tail” directors’ and officers’ liability insurance policy covering each director and officer of the Group Companies as at immediately prior to Completion, for a period of six (6) years following the Completion Date, issued by insurers recommended by the Company’s brokers, as is appropriate for the Group Companies (including in respect of the existing directors’ and officers’ liability insurance policies for “Cromwell” and “Merlin”), subject to obtaining the prior written consent of the

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Purchaser with respect thereto, such consent not to be unreasonably withheld or delayed;

5.1.1.7                                   procure that each Group Company has filed the 2014 Tax Returns with the relevant Tax Authorities;

5.1.1.8                                   procure that the Pension Deficit Amount is paid by the relevant Group Company to the trustees of the DB Scheme; and

5.1.1.9                                   procure (provided that such obligation shall not require the payment of any amount) that the relevant Group Company uses reasonable endeavours to obtain consent from:

(a)                                 Trust Company Limited (or such other relevant landlord) to the change of control of the relevant Group Company in terms acceptable to the Purchaser in relation to the premises known as Unit 4D, Building D, 3-29 Birnie Avenue, Lidcombe being part of the land in Folio Identifier 11/1047924;

(b)                                 David Powells (or such other relevant landlord) to the change of control of the relevant Group Company in terms acceptable to the Purchaser in relation to the premises known as Lot 1, Building Unit Plan 9701, Stanley, Yeerongpilly; and

(c)                                  DRA Henny Sulaemann (or such other relevant landlord) to the change of control of the relevant Group Company in terms acceptable to the Purchaser in relation to the premises known as 2 (two) lots of land in total 1.008m2 width, and 2 (two) warehouses above in total 864m2 width, situated on Bizpark Warehousing Zone 2, Commercial Estate, Blok A No. 7 and 8, located Jl Raya Penggilingan, Rawa Terate Sub district, Cakung District, Pulo Gadung, East Jakarta, 13920; and

(d)                                 Pangbourne Properties Limited (or such other relevant landlord) to the change of control of the relevant Group Company in terms acceptable to the Purchaser in relation to the premises known as Unit 2C and 2D - Jet Park 06, a PTN of ERF 543, 544, 545, 546 Jet Park Ext 39, ERF 547, 548, 549, 550, 551, 552, Jet Park Ext 40, situated Malcolm Moodie Crescent, Jet Park, Boksburg measuring approximately 2266m2;

5.1.1.10                            to the extent required under the terms of the Relevant Contract, procure (provided that such obligation shall not require the payment of any amount) that the relevant Group Company uses reasonable endeavours to obtain consent from the Relevant Counterparty of the Relevant Contract to the change of control of the relevant Group Company in terms acceptable to the Purchaser; and

5.1.1.11                            procure (provided that such obligation shall not require the payment of any amount) that the relevant Group Company uses reasonable

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endeavours to obtain duly executed service contracts for each of Mike Kerins and Gary Mortiboys in a form requested by the Purchaser.

5.1.2                                             The Seller shall procure that the SD Application be made to HMRC within five Business Days’ from the date of this agreement.

5.2                               Restrictions pending Completion

Pending Completion, the provisions of schedule 4 shall apply.

5.3                               Permitted actions

Clauses 5.1 and 5.2 shall not restrict or prevent a Group Company from doing anything:

5.3.1                                             required by, or to give effect to, any Acquisition Document;

5.3.2                                             with the Purchaser’s prior written consent; or

5.3.3                                             to comply with any applicable law or commitment entered into before exchange of this agreement in the ordinary course of business.

5.4                               Information and access

5.4.1                                             Pending Completion, the Seller shall procure that each Group Company shall (to the extent permitted by applicable competition laws) keep the Purchaser informed about matters of material importance to its business; promptly provide such information about its business, assets and affairs to the Purchaser as it reasonably requests; (subject to reasonable prior written notice having been given to the Seller) allow the Purchaser and its representatives reasonable access to its premises, books and records and Personnel during normal business hours; and co-operate with the Purchaser to assist the transition of the management and operation of the Group Companies to the Purchaser on Completion.

5.4.2                                             Without limiting the provisions of clause 5.4.1, the Seller shall, no later than three Business Days prior to the anticipated date for Completion, provide to the Purchaser an updated version of the Temporary Staff Schedule, setting forth (i) all Temporary Staff employed by any Group Company at the date falling three Business Days prior to the anticipated date for Completion and (ii) the Seller’s best, good faith estimate of all Temporary Staff employed by any Group Company at Completion.

5.5                               Pre-completion termination

5.5.1                                             This agreement may, by written notice given before Completion, be terminated by the Purchaser if Completion has not occurred at the Longstop Time (other than through the fault of the Purchaser to comply fully with its obligations under this Agreement) or by the Seller if Completion has not occurred at the Longstop Time (other than through the fault of the Seller to comply fully with its obligations under this Agreement).

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5.6                               Right to serve a Rescission Notice

5.6.1                                             The Seller shall, immediately before Completion, serve a written notice (the “Confirmation Notice”) on the Purchaser which must contain:

5.6.1.1                                   a confirmation given by the Seller that it is not aware of any Material Repeated Warranty Breach; or

5.6.1.2                                   if the Seller is aware of a Material Repeated Warranty Breach, so far as is practicable and known to the Seller, sufficient detail to enable the Purchaser to make a reasonable assessment of the situation and its likely effect on the Group Companies.

5.6.2                                             If the Confirmation Notice includes confirmation that there is a Material Repeated Warranty Breach, the Purchaser may by notice to the Seller:

5.6.2.1                                   proceed to Completion to the extent reasonably practicable;

5.6.2.2                                   postpone Completion to another date not more than 30 days after the Completion Date (so that the provisions of clause 6 shall apply as if that later date is the Completion Date); and/or

5.6.2.3                                   serve a Rescission Notice pursuant to clause 5.6.3.

5.6.3                                             The Purchaser may terminate this agreement at any time on or prior to Completion by written notice to the Seller if:

5.6.3.1                                   there:

(a)                                 would be a breach of the Repeated Warranties (save to the extent Disclosed in the Disclosure Letter) if the Repeated Warranties were deemed to be repeated on Completion;

(b)                                 has been a Material Breach of the Agreement,

and the loss which would derive from such breach or breaches in aggregate would, when added to the Pensions Excess Amount, exceed £5,000,000 (five million pounds). For the avoidance of doubt, the Purchaser shall be entitled to serve a Rescission Notice pursuant to clause 5.6.3 notwithstanding the contents of the Confirmation Notice; or

5.6.3.2                                   there has been a Material Change in Law.

5.6.4                                             If the Purchaser serves a Rescission Notice pursuant to clause 5.6.3 then this agreement shall be terminated and neither party shall have any liability to the other arising out of the Acquisition Documents (save that the Surviving Provisions shall continue to apply). For the avoidance of doubt, (a) service of a Rescission Notice shall be the sole and exclusive remedy of the Purchaser in relation to the termination of this agreement under clause 5.6.3; and (b) if the Purchaser is entitled to serve a Rescission Notice pursuant to clause 5.6.3 and chooses not to do so, this agreement shall continue to apply in accordance with its terms.  For the avoidance of doubt, any deemed breach of the Repeated Warranties shall not give rise to any claim in damages in any event.

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5.6.5                                             Nothing in this clause 5 shall operate to exclude or limit any liability of the Seller or any remedy available to the Purchaser in relation to any claim under this clause 5.6 that arises or is delayed as a result of the fraud, wilful misstatement, wilful misconduct or dishonest concealment on the part of the Seller, the Seller’s Guarantor or any Person connected with either of them.

5.6.6                                             For the purposes of this clause 5.6, in calculating any Loss, the amount of any Losses associated with any inaccuracy in, or breach of any warranty or other statement, or nonfulfillment, non-performance or other breach of any covenant or agreement by the Seller or the Company will be determined without regard for any materiality, “material adverse effect” or similar qualification (other than for the avoidance of doubt, expressly within the definition of Material Breach of this Agreement or Material Change of Law).

5.7                               Notification of changes

The Seller shall notify the Purchaser in writing as soon as reasonably practicable if it or any of them becomes actually aware of anything which might reasonably give the Purchaser a right to postpone Completion in accordance with clause 5.6.2.2 or serve a rescission notice under clause 5.6.  Any notification shall contain, so far as is practicable and known to the Seller, sufficient detail to enable the Purchaser to make a reasonable assessment of the situation and its likely effect on the Group Companies.

6.                                      COMPLETION

6.1                               Completion arrangements

Completion of the sale and purchase of the Shares shall take place at the office of the Purchaser’s Lawyers (or at such other place as may be agreed in writing between the Purchaser and the Seller) on the Completion Date.  The Purchaser shall not be obliged to complete the purchase of any of the Shares unless the purchase of all of the Shares is completed simultaneously.

6.2                               Completion actions

On Completion the Seller shall comply with the obligations set out in part 1 of schedule 6 and subject to the Seller’s compliance with such obligations the Purchaser shall comply with the obligations set out in part 2 of schedule 6.

6.3                               Non-compliance

If, on the Completion Date, any party does not comply with its obligations under clause 6.2, then the Purchaser (in the case of the Seller’s non-compliance) or the Seller (in the case of the Purchaser’s non-compliance) may by written notice to the other:

6.3.1                                             proceed to Completion to the extent reasonably practicable;

6.3.2                                             postpone Completion to another date not more than 10 Business Days after the Completion Date (so that the provisions of this clause 6.3 (other than this clause 6.3.2) shall apply as if that later date is the Completion Date); or

6.3.3                                             subject to Completion having first been postponed in accordance with clause 6.3.2, terminate this agreement (but without prejudice to its remedies

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arising from any prior breach and on the basis that the terms of the Surviving Provisions remain in effect).

7.                                      WARRANTIES

7.1                               The Seller warrants to the Purchaser that the statements set out in schedule  and part 2 of schedule 3 are true and accurate as at the date of this agreement.

7.2                               The Seller acknowledges that the Purchaser is entering into this agreement in reliance (among other things) on each Warranty and with the intention of inducing the Purchaser to enter into this agreement.

7.3                               Subject to paragraph 3 (Disclosure) and paragraph 11 of schedule 5 no knowledge of the Purchaser (whether actual, constructive or imputed) shall prevent a Warranty Claim by the Purchaser or in any way limit the liability of the Seller in relation to a Warranty Claim and the Seller shall not invoke the Purchaser’s knowledge (whether actual, constructive or imputed) of any matter or thing as a defence to a Warranty Claim.

7.4                               Each of the Warranties is separate and independent and, unless otherwise expressly provided, the Purchaser shall have a separate claim and right of action in respect of every breach of every Warranty but shall not be entitled to recover its loss more than once.

7.5                               The Seller and the Seller’s Guarantor severally undertake that neither it nor any Person claiming under or through it shall:

7.5.1                                             make any claim against any Group Company or any of their directors, officers or employees;

7.5.2                                             enforce any right which it may have; or

7.5.3                                             raise any defence to any Warranty Claim,

in respect of any misrepresentation, inaccuracy or omission (other than one made fraudulently) in or from any information or advice provided by any Group Company or any of their directors, officers or employees for the purpose of assisting the Seller to make any representation, give any Warranty, enter into this agreement and/or prepare the Disclosed Information.

7.6                               Where a Warranty or clause 5.6 is qualified by a reference (however expressed) to the knowledge or awareness of the Seller, the Seller shall be deemed to know or be aware of anything which is known to:

7.6.1                                             any of the directors of the Company as at the Relevant Date; and

7.6.2                                             the Seller’s Guarantor,

and anything which would have been known to them (or any of them) had they made all reasonable enquiries of: (a) the Select Employees in part 2 of Schedule 9 (in respect of the paragraphs of schedule 2 set opposite their names in schedule 9); (b) KPMG LLP in relation to the Warranties at paragraph 41 (Pensions) of schedule 2; and (c) A J Gallagher, Leicester in relation to the Warranties at paragraph 22 (Insurances) of schedule 2 in relation to the subject matter of such Warranty.

7.7                               The Purchaser and the Purchaser’s Guarantor warrant (on a several basis) as follows:

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7.7.1                                             the Purchaser and the Purchaser’s Guarantor has the legal right, requisite corporate power and authority and all necessary consents and authorisations to enter into and perform its obligations under this agreement and each other Acquisition Document to which it is or will be party.

7.7.2                                             this agreement and each other Acquisition Document to which the Purchaser and the Purchaser’s Guarantor is or will be party constitutes, or will when executed constitute (to the extent such obligations are enforceable at law), legal, valid and binding obligations on the Seller and (subject thereto) will be enforceable in accordance with their respective terms.

7.7.3                                             the entry into and performance of their obligations under this agreement and each other Acquisition Document by the Purchaser and the Purchaser’s Guarantor will not:

7.7.3.1                                   breach any agreement or instrument to which it is party or by which it is bound;

7.7.3.2                                   conflict with or breach or any order, judgement or undertaking to which the Purchaser is a party; or

7.7.3.3                                   require the consent, approval or authorisation of any Authority under any order, judgement or undertaking to which the Purchaser is a party.

8.                                      SELLER LIMITATIONS

8.1                               Except as provided in clauses 8.2 and 8.3, the liability of the Seller in respect of:

8.1.1                                             any General Warranty Claim shall be limited as set out in schedule 5;

8.1.2                                             any Indemnity Claim or claim under clause 9.3 shall be limited as set out in schedule 5; and

8.1.3                                             any Tax Claim shall be limited as set out in schedule 5 and part 1 of schedule 3.

8.2                               Nothing in schedule 5 or in part 1 of schedule 3 shall operate to exclude or limit any liability of the Seller or any remedy available to the Purchaser in relation to any General Warranty Claim, Indemnity Claim, claim under clause 9.3 or Tax Claim that arises or is delayed as a result of the fraud, wilful misstatement, wilful misconduct or dishonest concealment on the part of the Seller, the Seller’s Guarantor or any Person connected with either of them.

8.3                               The Seller shall not plead the Limitation Act 1980, nor invite any court to apply the provisions of such Act, and shall waive any right to plead the Limitation Act 1980 in respect of any General Warranty Claim or Tax Claim prior to the expiry of the relevant period in schedule 5 or paragraph 3.1 of Part 1 of Schedule 3 (as the case may be).

9.                                      INDEMNITIES AND PENSIONS LIABILITIES

9.1                               In this clause 9, “Purchaser Indemnified Matters” means:

9.1.1                                             any liability arising in relation to any of the Excluded Assets (save for the avoidance of doubt for the Great Central Railway Agreement);

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9.1.2                                             any liability arising in relation to the Pre-Sale Reorganisation;

9.1.3                                             any liability to pay the Merlin Contingent Consideration;

9.1.4                                             any liability arising in relation to the agreement for the sale of Mediwell or any documents entered into in connection with such sale;

9.1.5                                             any liability in relation to any breach by a Group Company of any Anti-Corruption Laws prior to Completion and arising as a result of a successful prosecution by any Authority or a successful third party claim against a Group Company that such Group Company was liable or any person for whom such Group Company was vicariously liable breached any Anti-Corruption Laws prior to Completion;

9.1.6                                             any liability arising in relation to any breach of applicable legislation prior to Completion as a result of the employment of non-resident individuals by any Target Company in Uganda;

9.1.7                                             any liability arising from a breach of any laws by a Group Company in relation to the Employee Loans as a result of a successful prosecution by an Authority or a third party claim against a Group Company;

9.1.8                                             any liability arising in relation to any Related Party Transaction;

9.1.9                                             any liability relating to the Cromwell Equestrian Centre Arrangements;

9.1.10                                      any liability relating to any Debt or Seller Expense;

9.1.11                                      the amount of any Overpayment which is required to be repaid to a third party;

9.1.12                                      any liability arising in relation to the MG Employees; and

9.1.13                                      any liability in excess of £100,000 arising out of or in connection with any potential liability identified in paragraph 40.2.9 of the Disclosure Letter and/or any breach of the National Minimum Wage Regulations 2015 by any Group Company as a result of operating salary sacrifice schemes (including without limitation, STEER, child care vouchers or sacrifice for pension payments); and

9.1.14                                      any liability arising out of or in connection with the circumstances described in paragraphs 39.3.1 and 39.5.2 of the Disclosure Letter relating to employee ‘00620’ and employee ‘05179’ including in relation to any claim made by such employees.

9.2                               Subject to clause 8 (and save in respect of a claim in relation to Tax in respect of the Pre-Sale Reorganisation, to which the provisions of the Tax Covenant shall apply in place of this clause 9.2), the Seller undertakes to the Purchaser that it shall, immediately on any demand by the Purchaser from time to time, pay (on an After-Tax Basis) to the Purchaser an amount equal to all Loss which the Purchaser or any Group Company incurs or suffers from time to time arising out of or in connection with any Purchaser Indemnified Matter (including all Loss as a consequence of or which would not have arisen but for the Purchaser Indemnified Matters, but excluding, in the case of any claim under clauses 9.1.5, 9.1.6 and 9.1.7, the costs or expenses associated with any unsuccessful claim by a third party or prosecution which gives rise to an Indemnity Claim by the Purchaser).

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9.3                               Schedule 13 shall apply.

10.                               RESTRICTIVE COVENANTS

10.1                        The Seller covenants with and, in consideration of the entry by the Purchaser’s Guarantor into this agreement, the Seller’s Guarantor covenants with the Purchaser, each Group Company and each other member of the Purchaser Group that it and he shall not (and it and he shall procure that any Person connected with it or him shall not) at any time after Completion:

10.1.1                                      in connection with any activity whatsoever, use or procure or cause or (so far as it is able) permit the use of any Restricted Name (save in relation to the Cromwell Equestrian Centre); or

10.1.2                                      for a period of five years after the Completion Date, do or say anything which is:

10.1.2.1                            intended to damage the goodwill or reputation of the Business or which disparages any of the Purchaser, the Purchaser’s Group, the Group Companies or any of their respective directors, officers, employees or agents; or

10.1.2.2                            likely to lead any Person to cease to do business with any Group Company or any other member of the Purchaser Group in relation to the Business on substantially equivalent terms to those previously offered, or not to engage in business with any Group Company or any other member of the Purchaser Group in relation to the Business.

10.2                        The Seller covenants with and, in consideration of the entry by the Purchaser’s Guarantor into this agreement, the Seller’s Guarantor covenants with the Purchaser, each Group Company and each other member of the Purchaser Group that it and he shall not (and it and he shall procure that any Person connected with it or him shall not) for a period of three years after the Completion Date, either on its own behalf or jointly with or as an officer, employee, adviser, consultant or agent for any other Person, directly or indirectly:

10.2.1                                      be engaged, concerned or interested in carrying on any Competing Business within any territory in which the Business was carried on at the Completion Date or at any time during the period of 12 months ending on the Completion Date;

10.2.2                                      accept, approach, canvass or solicit the custom of any Customer or any Potential Customer to the detriment of the Business, or use its knowledge of or influence over any Customer or any Potential Customer for the benefit of any Person carrying on a Competing Business;

10.2.3                                      to the detriment of the Business, seek to contract with or engage any Person who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to any Group Company at any time during the period of 12 months ending on the Completion Date;

10.2.4                                      approach, canvass, solicit, engage or employ any Person who at any time during the period of six months ending on the Completion Date was:

10.2.4.1                            a director of any Group Company;

10.2.4.2                            employed by any Group Company in a sales, marketing, financial, IT, technical or research function or other managerial role; or

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10.2.4.3                            an employee, officer, consultant, sub-contractor or agent of any Group Company, with a view to the specific knowledge or skills of such Person being used by or for the benefit of any Person carrying on a Competing Business.

10.3                        Each of the covenants contained in clauses 10.1 and 10.2 shall constitute an entirely separate and independent restriction on the Seller and the Seller’s Guarantor.

10.4                        The Seller undertakes and, in consideration of the entry by the Purchaser’s Guarantor into this agreement, the Seller’s Guarantor undertakes, to the Purchaser, each Group Company and each other member of the Purchaser Group that it shall at all times keep confidential any Confidential Information that (a) is within its knowledge, possession, custody or control at Completion or (b) subsequently becomes within its knowledge, possession, custody or control pursuant to the terms of this agreement and use such Confidential Information only for the benefit of the Purchaser, any Group Company or any other member of the Purchaser Group and use reasonable endeavours to prevent the disclosure or misuse of any such Confidential Information.

10.5                        Clause 10.4 shall not apply if and to the extent that disclosure of Confidential Information is required by law or by any Authority or securities exchange to which the Seller is subject or submits to Confidential Information that has come into the public domain other than as a result of a breach of clause 10.4 to disclosure of Confidential Information by the Seller or the Seller’s Guarantor to its professional advisers, or to professional advisers of any Group Company or any other member of the Purchaser Group, in each case whose province it is to know the same and who is subject to appropriate obligations of confidentiality.

10.6                        In this clause 10, any reference to the “Business” includes any Business that may for the time being be transferred to any other member of the Purchaser Group.

10.7                        Each of the Seller and the Seller’s Guarantor, each having taken legal advice, agree and acknowledge that the restrictions contained in this clause 10 are fair and reasonable and necessary to assure to the Purchaser the full value and benefit of the Shares.

11.                               DIRECTORS AND SELECT EMPLOYEES

11.1                        The Seller shall procure that at or prior to Completion each of Michael Gregory and Sarah Jane Gregory shall resign as Directors of the Company with immediate effect and that each of Michael Gregory and Sarah Jane Gregory shall execute a resignation letter in the Agreed Form confirming, in each case, that they have no claims of any kind against any of the Target Companies and that no amounts, whether actual or contingent, are owing to either of them by any Target Company and that no Target Company has any liability to either of them in respect of any matter against any of the Target Companies (each a “Directors’ Release Letter”).

11.2                        The Seller shall use its reasonable endeavours to procure (provided that such obligation shall not require the payment of any amount or compensation) that on or prior to Completion, all domain names currently used by the Group Companies are registered in the name of a Group Company.

11.3                        The Seller shall use its best endeavours to procure (provided that such obligation shall not require the payment of any amount or compensation) that the Service Agreement Side Letters are entered into by each of the Select Employees listed in Part 1 of Schedule 9.

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12.                               CONFIDENTIALITY AND ANNOUNCEMENTS

12.1                        The Non-Disclosure Agreement shall to the extent that it relates to the Confidential Information, remain in full force and effect until, but shall terminate on, Completion and otherwise, shall remain in full force and effect both before and after Completion.

12.2                        Subject to clause 12.4, no party shall at any time issue any press release, circular or other publicity (nor permit any Person connected with it to issue any press release, circular or other publicity) relating to the existence or provisions of this agreement or any other Acquisition Document or the sale of the Shares.

12.3                        The Purchaser shall procure that the Purchaser and its Affiliates will not disclose any confidential information concerning the Seller, the Seller’s Guarantor or its or his connected persons without the prior written consent of the Seller’s Guarantor.

12.4                        Clauses 12.2 and 12.3 shall not apply:

12.4.1                                      to an announcement in the Agreed Form; or

12.4.2                                      if and to the extent that an announcement is required:

12.4.2.1                            by law; or

12.4.2.2                            by any Authority or securities exchange to which the relevant party (or Person connected with it) is subject or submits, wherever situated, whether or not the requirement for disclosure has the force of law; or

12.4.2.3                            to vest the full benefit of this agreement in the relevant party,

provided that, in each case, such announcement shall only be made after consultation (so far as reasonably practicable and permitted by law) as to the timing and content of such announcement with (i) when the party making the announcement is a member of the Purchaser Group, the Seller; or (ii) when the party making the announcement is the Seller (or any Person connected with it), the Purchaser; and

12.4.3                                      if and to the extent that the announcement is expressly required or permitted by this agreement or is otherwise required to vest the full benefit of this agreement in the relevant party; and

12.4.4                                      if the announcement is made with the prior consent of (i) when the party making the announcement is a member of the Purchaser Group, the Seller; or (ii) when the party making the announcement is a Seller (or any Person connected with it), the Purchaser, in each case, such consent not to be unreasonably withheld or delayed.

13.                               POST-COMPLETION

13.1                        Seller’s access to information

The Purchaser shall procure that (on giving reasonable written notice to the Purchaser) each Seller and its agents are permitted during normal business hours (and in such manner as to not interfere with the normal operations of the Group Companies of the Purchaser) to have access to, and to take copies (at the Seller’s expense) of, such books of account, records, documents and information of any Group Company (in whatever form) relating to the period before Completion as they reasonably require for tax or accounting purposes, or to comply with any

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applicable law or requirement of any Authority or securities exchange to which the relevant Seller (or Person connected with it) is subject or submits provided that nothing in this clause 13.1 shall require the Purchaser or any Group Company to provide or allow access to any books of account, records, documents and information that is reasonably regarded by the Purchaser to be likely to prejudice the requirements of its insurers or which is legally privileged or contravenes any laws.

13.2                        Guarantees given by Group Companies

The Seller shall procure the release of each Group Company from all guarantees, securities, indemnities, agreements or other commitments given by or binding on any Group Company in respect of any obligation or liability of any Seller or any Person connected with any Seller, other than the Target Companies, (“Group Company Guarantees”) with effect from Completion, or as soon as reasonably practicable after Completion.

14.                               SELLER GUARANTEE AND INDEMNITY

14.1                        In this clause 14, “Guaranteed Obligations” means all present and future obligations of the Seller under this agreement.

14.2                        In consideration of the Purchaser entering into this agreement, the Seller’s Guarantor irrevocably and unconditionally:

14.2.1                                      guarantees to the Purchaser the due and punctual performance and observance by the Seller of the Guaranteed Obligations; and

14.2.2                                      undertakes to the Purchaser that, if and whenever the Seller defaults for any reason in the performance of any Guaranteed Obligation, the Seller’s Guarantor shall immediately on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) such Guaranteed Obligation in the manner set out in this agreement as if it were the principal obligor, and so that the same benefits shall be conferred on the Purchaser as would have been conferred on it had such Guaranteed Obligation been duly performed and satisfied by the Seller.

14.3                        The guarantee contained in this clause 14 is:

14.3.1                                      a continuing guarantee and shall extend to all of the Guaranteed Obligations regardless of any intermediate payment or discharge in whole or in part; and

14.3.2                                      in addition to, and is not in substitution for and shall not merge with or be prejudiced by, any other rights, remedies or security which the Purchaser may at any time hold in respect of the Guaranteed Obligations.

14.4                        If any payment by the Seller or discharge given by the Purchaser is avoided or reduced as a result of insolvency, liquidation, administration or otherwise, the liability of the Seller and the Seller’s Guarantor under this clause 14 shall continue or be reinstated as if the payment, discharge, avoidance or reduction had not occurred.

14.5                        The obligations of the Seller’s Guarantor under this clause 14 shall not be affected by any act, omission, matter or thing which, but for this clause 14, would reduce, release or prejudice any such obligations as if the Seller’s Guarantor was the primary obligor (without limitation and whether or not known to the Purchaser or the Seller), including:

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14.5.1                                      any amendment, variation, novation or supplement (however fundamental and whether or not more onerous) of or to this agreement and/or the Guaranteed Obligations (save for any amendment or variation expressed to apply to the obligations of the Seller’s Guarantor);

14.5.2                                      without in any way limiting the application of the provisions of paragraph 2 (Time Limits) of schedule 5, any failure or delay in seeking performance of any Guaranteed Obligation or any granting of time or other indulgence for such performance;

14.5.3                                      any illegality, invalidity or unenforceability of any obligation or liability of any Person under this agreement (save where any obligation contained in clause 10 (Restrictive Covenant) is unenforceable at law ignoring the status or capacity of the Seller);

14.5.4                                      any incapacity or lack of power, authority or legal Personality of or dissolution of the Seller or any other Person;

14.5.5                                      any change in the constitution, status or control of the Seller;

14.5.6                                      any insolvency, liquidation, administration or other equivalent or similar proceedings;

14.5.7                                      without in any way limiting the application of the provisions of paragraph 2 (Time Limits) of schedule 5, the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against (save for variation, compromise or release expressly applying to the Seller’s Guarantor) expressed to apply to the obligations of the Seller’s Guarantor, or security over assets of, the Seller or any other Person, or any non presentation or non observance of any formality or other requirement in respect of any instrument, or any failure to realise the full value of any security; or

14.5.8                                      the release of the Seller or any other Person under the terms of any composition or arrangement with any creditor (unless expressly applicable to the Seller’s Guarantor).

14.6                        Until all amounts which are or may become payable by the Seller under or in connection with this agreement have been paid in full, the Seller’s Guarantor shall not:

14.6.1                                      exercise any security or other rights which it may have against the Seller by reason of the performance by it of its obligations under this agreement, or by reason of any amount being payable, or liability arising, under this clause 14, whether such rights arise by way of set off, counterclaim, subrogation, indemnity or otherwise; or

14.6.2                                      have or take from the Seller or any other surety for any Guaranteed Obligation any security in respect of its liability under this clause 14.

14.7                        The Seller’s Guarantor waives any right it may have to require the Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any security or other rights against or claim payment from any Person before claiming from the Seller’s Guarantor under this clause 14 apart from as provided in schedule 8 (Escrow Provisions).  This clause 14.7 applies irrespective of any law or any provision of this agreement to the contrary.

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15.                               PURCHASER GUARANTEE AND INDEMNITY

15.1                        In this clause 15, “Guaranteed Obligations” means all present and future obligations of the Purchaser to pay monies to the Seller under clause 3 of this agreement.

15.2                        In consideration of the Seller entering into this agreement, the Purchaser’s Guarantor irrevocably and unconditionally:

15.2.1                                      guarantees to the Seller the due and punctual performance and observance by the Purchaser of the Guaranteed Obligations; and

15.2.2                                      undertakes to the Seller that, if and whenever the Purchaser defaults for any reason in the performance of any Guaranteed Obligation, the Purchaser’s Guarantor shall immediately on demand perform (or procure the performance of) and satisfy (or procure the satisfaction of) such Guaranteed Obligation in the manner set out in this agreement as if it were the principal obligor, and so that the same benefits shall be conferred on the Seller as would have been conferred on it had such Guaranteed Obligation been duly performed and satisfied by the Purchaser.

15.3                        The guarantee contained in this clause 15 is:

15.3.1                                      a continuing guarantee and shall extend to all of the Guaranteed Obligations regardless of any intermediate payment or discharge in whole or in part; and

15.3.2                                      in addition to, and is not in substitution for and shall not merge with or be prejudiced by, any other rights, remedies or security which the Seller may at any time hold in respect of the Guaranteed Obligations.

15.4                        If any payment by the Purchaser or discharge given by the Seller is avoided or reduced as a result of insolvency, liquidation, administration or otherwise, the liability of the Purchaser and the Purchaser’s Guarantor under this clause 15 shall continue or be reinstated as if the payment, discharge, avoidance or reduction had not occurred.

15.5                        The obligations of the Purchaser’s Guarantor under this clause 15 shall not be affected by any act, omission, matter or thing which, but for this clause 15, would reduce, release or prejudice any such obligations as if the Purchaser’s Guarantor was the primary obligor (without limitation and whether or not known to the Purchaser or the Seller), including:

15.5.1                                      any amendment, variation, novation or supplement (however fundamental and whether or not more onerous) of or to this agreement and/or the Guaranteed Obligations (save for any amendment or variation expressed to apply to the obligations of the Purchaser’s Guarantor);

15.5.2                                      any failure or delay in seeking performance of any Guaranteed Obligation or any granting of time or other indulgence for such performance;

15.5.3                                      any illegality, invalidity or unenforceability of any obligation or liability of any Person under this agreement;

15.5.4                                      any incapacity or lack of power, authority or legal Personality of or dissolution of the Purchaser or any other Person;

15.5.5                                      any change in the constitution, status or control of the Purchaser;

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15.5.6                                      any insolvency, liquidation, administration or other equivalent or similar proceedings;

15.5.7                                      the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against (save for any variation, compromise or release expressed to apply to the obligations of the Purchaser’s Guarantor), or security over assets of, the Purchaser or any other Person, or any non-presentation or non-observance of any formality or other requirement in respect of any instrument, or any failure to realise the full value of any security; or

15.5.8                                      the release of the Purchaser or any other Person under the terms of any composition or arrangement with any creditor (unless expressly applicable to the Purchaser’s Guarantor).

15.6                        Subject to the requirements of the Purchaser’s Group’s credit facilities from time to time, until all amounts which are or may become payable by the Purchaser under or in connection with this agreement have been paid in full, the Purchaser’s Guarantor shall not:

15.6.1                                      exercise any security or other rights which it may have against the Purchaser by reason of the performance by it of its obligations under this agreement, or by reason of any amount being payable, or liability arising, under this clause 15, whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise; or

15.6.2                                      have or take from the Purchaser or any other surety for any Guaranteed Obligation any security in respect of its liability under this clause 15.

15.7                        The Purchaser’s Guarantor waives any right it may have to require the Seller (or any trustee or agent on its behalf) to proceed against or enforce any security or other rights against or claim payment from any Person before claiming from the Purchaser’s Guarantor under this clause 15.  This clause 15.7 applies irrespective of any law or any provision of this agreement to the contrary.

16.                               EFFECT OF TERMINATION

16.1                        If this agreement is terminated under clause 5.5.1, 5.6.3 or 6.3.3, then each party’s further rights, obligations and liabilities under this agreement shall cease immediately on termination, except for:

16.1.1                                      each party’s accrued rights (including the right to claim any remedy for breach or non-performance), obligations and liabilities as at the date of termination (other than in respect of the General Warranties, the Tax Warranties, the Indemnities and the Tax Covenant where any claim shall lapse upon termination); and

16.1.2                                      each party’s continuing rights, obligations and liabilities under this clause 16 and clauses 1 (Definitions and interpretation), 5.6 (Pre-Completion termination), 11 (Confidentiality and announcements), 14 (Seller Guarantee and indemnity), 16 (Purchaser Guarantee and indemnity) 17 (Assignment and successors), 18 (Third party rights), 19 (Costs and expenses), 20 (Payments, etc), 22 (Entire agreement), 24 (Severance), 25 (Variation), 26 (Waiver and cumulative remedies), 27 (Counterparts), 28 (Notices), 29 (Agent for service) and 30 (Governing law and jurisdiction) (the “Surviving Provisions”).

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16.2                        To the extent lawful and except as stated in clauses 5.5.1, 5.6 and 6.3.3 or in the case of fraud or deliberate misstatement, dishonest conduct or dishonest concealment, no party shall have any right to rescind or terminate this agreement or to treat it as having been terminated (whether before or after Completion).

16.3                        Clause 5.6.3 applies on service of a Rescission Notice under clause 5.6.

17.                               ASSIGNMENT AND SUCCESSORS

17.1                        In this clause 17, any reference to a party’s “rights under this agreement” includes all or any benefits or rights of that party under this agreement, including (in the case of the Purchaser) the Warranties (together with any cause of action arising out of or in connection with any Warranty).

17.2                        Unless otherwise expressly provided in this agreement, no party may assign, transfer, grant any Encumbrance over, declare any trust over or deal in any way with its rights under this agreement without the prior consent of:

17.2.1                                      (in the case of any such dealing by the Seller) the Purchaser and the Purchaser Guarantor; or

17.2.2                                      (in the case of any such dealing by the Purchaser) the Seller,

in each case, such consent not to be unreasonably withheld or delayed.

17.3                        The Purchaser may, at any time and on more than one occasion, assign or grant any Encumbrance over its rights under this agreement by way of security in favour of any Person who has agreed at any time to provide finance to the Purchaser or any other member of the Purchaser Group, and/or to any agent or trustee of such Person for the time being; and any such security may be enforced or released.

17.4                        If there is an assignment, transfer, grant, declaration or dealing by a party as permitted by this clause 17:

17.4.1                                      such party shall, as soon as reasonably practicable, give written notice of such dealing to:

17.4.1.1                            (in the case of any such dealing by any Seller) the Purchaser and the Purchaser’s Guarantor; or

17.4.1.2                            (in the case of any such dealing by the Purchaser) the Seller.

However, failure to give such notice shall not affect the validity of such dealing; and

17.4.2                                      the amount of loss or damage recoverable by any assignee or other Person entitled to the rights under this agreement pursuant to this clause 17 shall not be greater than the amount of loss or damage which that party would have been able to recover had (a) such assignment, transfer, grant, declaration or dealing and (b) any related transfer of all or any of the shares of any Group Company or all or any of the assets or undertaking of any Group Company not taken place.

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17.5                        A party may disclose information that it is otherwise required to keep confidential under clause 11 to a proposed assignee or any other Person with whom it is dealing as permitted by this clause 17, provided that:

17.5.1                                      such disclosure is reasonably required for the purposes of the proposed assignment, transfer, grant, declaration or dealing; and

17.5.2                                      the disclosing party:

17.5.2.1                            ensures that the Person to whom the information is to be disclosed is made aware of the provisions of clause 11 before such disclosure is made; and

17.5.2.2                            uses reasonable endeavours to procure that such Person complies with the provisions of clause 11 as if they were that disclosing party.

17.6                        This agreement shall be binding on and continue for the benefit of the successors, estate and Personal representatives and assignees (as the case may be) of each party.

18.                               THIRD PARTY RIGHTS

18.1                        Any Purchaser Group Transferee shall be entitled to, and may enforce (either on its own or together with the Purchaser and/or any other Purchaser Group Transferee), the benefit and rights of the Purchaser under this agreement as if such Purchaser Group Transferee had been originally named as the Purchaser in this agreement provided that any Purchaser Group Transferee which is entitled to make a claim under this clause 18.1 shall be subject to the limitations contained in this agreement as if it had been originally named as the Purchaser and this clause 18.1 shall not result in the Seller being liable to pay damages or other compensation or reimbursement more than once in respect of the same loss and the amount of loss or damage recoverable by any Purchaser Group Transferee shall not be greater than the amount of loss or damage which the Purchaser would have been able to recover had the Relevant Transfer not taken place.

18.2                        Those Persons named, or which fall within the class of Person described, in column (1) of the table below (“Third Parties”) may enforce against the parties the benefits and rights given to them under the clause(s) set out against their name or class in column (2), subject to and in accordance with the terms of such clause(s) and (subject to clauses 18.3 and 18.5) the provisions of the Contracts (Rights of Third Parties) Act 1999 (“CRTPA”), provided that a Third Party shall give written notice to the parties to this agreement confirming its agreement to clause 30 before bringing any legal action or proceedings to enforce any of its benefits or rights under this agreement.

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18.3                        Unless otherwise expressly provided in this agreement, no Third Party may assign, transfer, grant any Encumbrance over, declare any trust over or deal in any way with any benefit or right conferred on it by clause 18.2 without the prior consent of each party, such consent not to be unreasonably withheld or delayed.

18.4                        A party may disclose information that it is otherwise required to keep confidential under clause 11 to a Third Party, provided that such disclosure is reasonably required for the Third Party to enjoy or enforce the benefits or rights conferred on it by clause 18.2 and the disclosing party ensures that the Third Party to whom the information is to be disclosed is made aware of the provisions of clause 11 before such disclosure is made; and procures that such Third Party complies with the provisions of clause 11 as if they were that disclosing party.

18.5                        The parties to this agreement may, without the consent of any Third Party, rescind or vary this agreement in such a way as to extinguish or alter the benefits or rights conferred by clause 18.2.

18.6                        Except as provided in clause 18.2, a Person who is not a party to this agreement shall not have any right under the CRTPA to enforce any term of this agreement.  This clause does not affect any right or remedy of any Person which exists or is available otherwise than pursuant to the CRTPA.

18.7                        Without prejudice to clause 18.6, no successor or assignee of any party shall have any right under the CRTPA to enforce any term of this agreement, whether before or following its succession or the assignment to it.  The rights of such successor or assignee shall, subject to and following any succession or assignment, be governed by the terms of this agreement.

19.                               COSTS AND EXPENSES

19.1                        Unless otherwise expressly provided in this agreement, each party shall bear its own costs and expenses incurred in relation to the negotiation, preparation, execution and implementation of this agreement.

19.2                        All stamp duty payable on or in respect of the transfer of the Shares to the Purchaser shall be borne by the Purchaser. Any stamp duty payable on or in respect of the Pre-Sale Reorganisation shall be borne by the Seller.

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20.                               PAYMENTS

20.1                        Any payment to be made to the Seller under this agreement shall be effected by transfer of immediately available funds through a UK clearing bank to the client account of the Seller’s Lawyers.  The Seller’s Lawyers are irrevocably and unconditionally authorised to receive any sum paid to them in accordance with this clause 20.1, receipt of such sum in their client account shall be an effective discharge of the Purchaser’s or the Purchaser’s Guarantor’s obligation to pay or procure payment of such sum, and neither the Purchaser nor the Purchaser’s Guarantor shall be concerned to see to the application of it.

20.2                        Any payment to be made to the Purchaser under this agreement shall be effected by transfer of immediately available funds through a UK clearing bank to the account of the Purchaser notified in writing to the Seller for this purpose.

20.3                        Where this agreement requires a payment to be made on a particular date, any notice to be given pursuant to clause 20.2 must be deemed to have been served or delivered in accordance with clause 28 not less than three Business Days before that date.

21.                               FURTHER ASSURANCE

21.1                        Without prejudice and in addition to the other provisions of this agreement (whether express or implied by law), the Seller shall, from time to time and at its own expense, promptly do (or procure to be done) all such other things and/or execute and deliver (or procure to be executed and delivered) all such other documents as the Purchaser may reasonably require and in a manner or form reasonably satisfactory to the Purchaser to give full effect to, and to secure to the Purchaser the full benefit of the rights and remedies conferred on it by, the Acquisition Documents (excluding the payment of stamp duty in respect of the transfer of the Shares).

21.2                        Without limiting the provisions of clause 21.1, the Seller’s Guarantor hereby undertakes to provide the Purchaser at its cost with all such assistance as the Purchaser may reasonably request in connection with securing the continuance after Completion of the Royal Warrant including without limitation by procuring the attendance of representatives of the Seller at meetings and assisting with any filings that may be required as the Purchaser may reasonably request for the purposes of ensuring that the Company maintains its use of the Royal Warrant following Completion (but not as to require the attendance of the Seller’s Guarantor at any meetings).

22.                               ENTIRE AGREEMENT

22.1                        In this clause 22, “Pre-Contractual Statement” means any representation, statement, assurance, covenant, undertaking, warranty, indemnity, guarantee or commitment (whether contractual or otherwise) made or given before the date of this agreement.

22.2                        The Acquisition Documents supersede and extinguish all previous agreements, arrangements and understandings between, or Pre-Contractual Statements given by, the parties relating to the subject matter of the Acquisition Documents (or any of them).

22.3                        The Acquisition Documents (as varied in accordance with their terms) constitute the entire agreement and understanding between the parties in respect of the subject matter of the Acquisition Documents (or any of them).

22.4                        Each party acknowledges and represents to the others that it has not relied on, or been induced to enter into this agreement or any other Acquisition Document by, any Pre-Contractual Statement given by any Person (whether a party to this agreement or not), other than as set out in the Acquisition Documents (or any of them) and each party hereby waives any rights or

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remedies arising from any such Pre-Contractual Statements (other than as set out in the Acquisition Documents) which may have been given.

22.5                        No party shall be liable to the others in equity, contract or tort (including negligence), under the Misrepresentation Act 1967 or in any other way for any Pre-Contractual Statement that is not set out in this agreement or any other Acquisition Document.

22.6                        Except for any Warranty, no party shall be liable to the others in tort (including negligence) or under the Misrepresentation Act 1967 for any Pre-Contractual Statement.

22.7                        No member of the Purchaser Group (other than the Purchaser and the Guarantor), nor any adviser to or funder of the Purchaser or such member, shall be liable to any Seller (in equity, contract or tort (including negligence), under the Misrepresentation Act 1967 or in any other way) for any Pre-Contractual Statement.

22.8                        This clause 22 shall not exclude or limit any liability arising as a result of any fraud, wilful misstatement, wilful misconduct or dishonest concealment.

23.                               EFFECT OF COMPLETION

Each provision of this agreement which is not fully performed at Completion (but which remains capable of performance) shall remain in full force and effect despite Completion, and, in particular, the rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by Completion.

24.                               SEVERANCE

24.1                        If any provision of this agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, that shall not affect or impair:

24.1.1                                      the legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or

24.1.2                                      the legality, validity or enforceability under the laws of any other jurisdiction of that or any other provision of this agreement.

24.2                        If any illegal, invalid or unenforceable provision of this agreement would be legal, valid or enforceable if some part or parts of it were deleted, such provision shall apply with the minimum deletion(s) necessary to make it legal, valid or enforceable.

25.                               VARIATION

No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of the Purchaser and the Seller or Seller’s Guarantor whose rights or obligations under this agreement are affected by such variation.

26.                               WAIVER AND CUMULATIVE REMEDIES

26.1                        The rights and remedies of each party under or in respect of this agreement may be waived only by express written notice.  Any waiver shall apply only to the Person to whom it is addressed and in the instance and for the purpose for which it is given.

26.2                        Subject to the provisions of schedule 5, no right or remedy under or in respect of this agreement shall be precluded, waived or impaired by:

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26.2.1                                      any failure to exercise or delay in exercising it;

26.2.2                                      any single or partial exercise of it;

26.2.3                                      any earlier waiver of it, whether in whole or in part; or

26.2.4                                      any failure to exercise, delay in exercising, single or partial exercise of or waiver of any other such right or remedy

except to the extent expressed in writing.

26.3                        Subject to the provisions of schedule 5, where a party waives a right or remedy in relation to one party, or takes or fails to take or delays in taking any action against that party, such waiver, action, failure or delay shall not preclude, waive or impair its rights or remedies against any other party.

26.4                        Unless otherwise expressly provided in this agreement, the rights and remedies under this agreement are in addition to, and do not exclude, any rights or remedies provided by law or in equity.

27.                               COUNTERPARTS

27.1                        This agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart.

27.2                        Each counterpart shall constitute an original of this agreement, but all the counterparts shall together constitute one and the same agreement.

28.                               NOTICES

28.1                        Any notice or other communication to be given or made to a party under this agreement (“Notice”):

28.1.1                                      shall be in writing and in English;

28.1.2                                      shall be sent to the postal or email address and (where appropriate) for the attention of the Person specified in:

28.1.2.1                            in the case of a Notice to the Seller or the Seller’s Guarantor, clause 28.3; or

28.1.2.2                            in the case of a Notice to the Purchaser or the Purchaser’s Guarantor, clause 28.3,

or such other address or Person as each party may notify to the others in accordance with clauses 28.6 or 28.7 or 29.3;

28.1.3                                      may be served on or delivered to the relevant party:

28.1.3.1                            personally or by hand delivery;

28.1.3.2                            by prepaid first class or special (or other recorded) delivery post;

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28.1.3.3                            by airmail;

28.1.3.4                            by facsimile transmission; or

28.1.3.5                            subject to clause 28.2, by email; and

28.1.4                                      in the case of a Notice served on the Seller or the Seller’s Guarantor, shall also be served on the Seller’s Lawyers.

28.2                        When a Notice is served on or delivered to a party (“Recipient”) by email, the party serving or delivering the Notice (“Sender”) must deliver a copy of such Notice to the Recipient in accordance with the provisions of clauses 28.1.3.1 and 28.4.1 or clauses 28.1.3.2 and 28.4.2 by 5.00 pm on the fifth Business Day after the date on which the original Notice is deemed to have been served or delivered in accordance with clause 28.4.5.  Failure by the Sender to deliver such copy Notice to the Recipient shall not invalidate the service or delivery of the original Notice (or delay the time of deemed service or delivery under clause 28.4.5).

28.3                        The postal and email addresses of the parties for the purposes of clause 28.1.2 are set out in schedule 16.

28.4                        Any Notice which has been served or delivered in accordance with clause 28 shall be deemed to have been served or delivered:

28.4.1                                      if served or delivered Personally or by hand, at the time of service or delivery;

28.4.2                                      if posted, at 10.00 am on the second Business Day after the date of posting unless there is evidence of earlier receipt;

28.4.3                                      if sent by airmail, at 10.00 am on the seventh Business Day after the date of posting unless there is evidence of earlier receipt;

28.4.4                                      if sent by facsimile transmission, when an uninterrupted transmission can be confirmed by a transmission report of the sender; or

28.4.5                                      if sent by email, at the time the email is sent,

provided that if, under clauses 28.4.1 or 28.4.5, any Notice would be deemed to have been served or delivered after 5.00 pm on a Business Day and before 9.00 am on the next Business Day, such Notice shall be deemed to have been served or delivered at 9.00 am on the second of such Business Days.

28.5                        In proving service or delivery of a Notice, it shall be sufficient to prove that the party receiving the Notice (“Recipient”) has acknowledged the Notice or:

28.5.1                                      that service or delivery Personally or by hand was made;

28.5.2                                      in the case of posting, that the envelope containing the Notice was properly addressed and posted by prepaid first class or special (or other recorded) delivery post; or

28.5.3                                      in the case of an email, that the email was properly addressed and sent to the email address of the Recipient for the purposes of clause 28.1.2 (a confirmation setting out each Recipient to whom the email was sent being proof of service).

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28.6                        Subject to clauses 28.7 and 29.3, a party may notify the other parties of a change to its name, postal or email address or relevant contact for the purposes of clause 28.1.2.  Such notice shall be effective on the fifth Business Day after the date on which such notice is deemed to have been served or delivered in accordance with this clause 28, or such later date as may be specified in the notice.

28.7                        If the Seller or the Seller’s Guarantor no longer has a postal address in the United Kingdom (or if, for any reason, any agent or any substitute agent appointed pursuant to this clause 28.7 ceases to be able to act as agent or no longer has a postal address in the United Kingdom), the Seller or the Seller’s Guarantor (as the case may be) shall immediately:

28.7.1                                      (subject to this clause 28.7) irrevocably appoint an agent (or substitute agent, as the case may be) with a postal address in the United Kingdom as its agent to accept service on its behalf of:

28.7.1.1                            Notices, and irrevocably agrees that any Notice to be given to it is deemed to have been properly given if it is given to such agent (or substitute agent, as the case may be) in accordance with the provisions of this clause 28 (whether or not such Notice is forwarded to or received by the Seller or the Seller’s Guarantor as applicable); and

28.7.1.2                            process in any legal action or proceedings before the courts of England and Wales relating to any Acquisition Dispute, and irrevocably agrees that failure by such agent (or substitute agent, as the case may be) to notify it of the process will not invalidate the legal action or proceedings concerned; and

28.7.2                                      notify the Purchaser and the Purchaser’s Guarantor of the name, relevant contact (where appropriate) and postal and email addresses of the agent (or substitute agent, as the case may be).

Such appointment and notice shall be effective on the fifth Business Day after the date on which the notice given pursuant to clause 28.7.2 is deemed to have been served or delivered in accordance with this clause 28

28.8                        If the Purchaser or the Purchaser’s Guarantor no longer has a postal address in the United Kingdom (or if, for any reason, any agent or any substitute agent appointed pursuant to this clause 28.8 ceases to be able to act as agent or no longer has a postal address in the United Kingdom), the Purchaser and the Purchaser’s Guarantor (as the case may be) shall immediately:

28.8.1                                      (subject to this clause 28.8) irrevocably appoint an agent (or substitute agent, as the case may be) with a postal address in the United Kingdom as its agent to accept service on its behalf of:

28.8.1.1                            Notices, and irrevocably agrees that any Notice to be given to it is deemed to have been properly given if it is given to such agent (or substitute agent, as the case may be) in accordance with the provisions of this clause 28 (whether or not such Notice is forwarded to or received by the Purchaser or the Purchaser’s Guarantor (as applicable)); and

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28.8.1.2                            process in any legal action or proceedings before the courts of England and Wales relating to any Acquisition Dispute, and irrevocably agrees that failure by such agent (or substitute agent, as the case may be) to notify it of the process will not invalidate the legal action or proceedings concerned; and

28.8.2                                      notify the Seller and the Seller’s Guarantor of the name, relevant contact (where appropriate) and postal and email addresses of the agent (or substitute agent, as the case may be).

Such appointment and notice shall be effective on the fifth Business Day after the date on which the notice given pursuant to clause 28.8.2 is deemed to have been served or delivered in accordance with this clause 28.

29.                               AGENT FOR SERVICE

29.1                        In this clause 29, “Seller’s Guarantor’s Agent” means the Seller (or any substitute agent appointed pursuant to clause 29.3) and “Purchaser’s Guarantor’s Agent” means the Purchaser.

29.2                        Each of the Seller’s Guarantor and the Purchaser’s Guarantor:

29.2.1                                      (subject to clause 29.3) irrevocably appoints in the case of the Seller’s Guarantor, the Seller’s Guarantor’s Agent and in the case of the Purchaser’s Guarantor, the Purchaser’s Guarantor’s Agent as its agent to accept service on its behalf of (a) Notices and (b) process in any legal action or proceedings before the courts of England and Wales relating to any Acquisition Dispute;

29.2.2                                      irrevocably agrees that any Notice to be given to it is deemed to have been properly given if it is given to the Seller’s Guarantor’s Agent or the Purchaser’s Guarantor’s Agent in accordance with the provisions of clause 28 (whether or not such Notice is forwarded to or received by the Purchaser’s Guarantor or the Seller’s Guarantor); and

29.2.3                                      irrevocably agrees that failure by the Seller’s Guarantor’s Agent or the Purchaser’s Guarantor’s Agent to notify it of the process will not invalidate the legal action or proceedings concerned.

29.3                        If, for any reason, the Seller’s Guarantor’s Agent or Purchaser’s Guarantor’s Agent ceases to be able to act as agent or no longer has a postal address in the United Kingdom, the Seller’s Guarantor and/or the Purchaser’s Guarantor (as the case may be) shall immediately:

29.3.1                                      (subject to this clause 29.3) irrevocably appoint a substitute agent with a postal address in the United Kingdom;

29.3.2                                      notify the other of the name, relevant contact (where appropriate) and postal and email addresses of the substitute agent; and

29.3.3                                      such appointment and notice shall be effective on the fifth Business Day after the date on which the notice given pursuant to clause 29.3.2 is deemed to have been served or delivered in accordance with clause 28.

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29.4                        The Purchaser shall serve a copy of any process in any legal action or proceedings before the courts of England and Wales relating to any Acquisition Dispute on the Seller’s Lawyer at the address stated in clause 28.3.

30.                               GOVERNING LAW AND JURISDICTION

30.1                        This agreement and any Acquisition Dispute are governed by and shall be construed in accordance with English Law.

30.2                        The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Acquisition Dispute.

30.3                        The parties irrevocably agree that the courts of England and Wales are the most appropriate and convenient courts to settle Acquisition Disputes and, accordingly, the parties will not argue to the contrary.  Further, the parties irrevocably agrees that a judgment in any legal action or proceedings brought in the courts of England and Wales in relation to an Acquisition Dispute shall be conclusive and binding on the parties and may be enforced in the courts of any other jurisdiction.

30.4                        Each party irrevocably agrees that any process in any legal action or proceedings relating to any Acquisition Dispute may be served on it in accordance with the provisions of clause 28 and 29.

30.5                        Nothing in this agreement shall affect the right of any party to serve any process in any legal action or proceedings relating to any Acquisition Dispute in any other manner permitted by law.

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SCHEDULE 2:  GENERAL WARRANTIES

1.                                      Seller related matters

1.1                               The Seller

1.1.1                                             No Insolvency Event has occurred in relation to the Seller and there are no circumstances which are likely to give rise to such an Insolvency Event.

1.1.2                                             The Seller has the legal right, full power and authority and all necessary consents and authorisations to enter into and perform its obligations under this agreement and each other Acquisition Document to which it is or will be party.

1.1.3                                             This agreement and each other Acquisition Document to which the Seller is or will be party constitutes, or will when executed constitute (except to the extent provisions are unenforceable as a matter of general law) legal, valid and binding obligations on the Seller and (subject thereto) will be enforceable in accordance with their respective terms.

1.1.4                                             The entry into and performance of their obligations under this agreement and each other Acquisition Document by the Seller and the Seller’s Guarantor will not:

1.1.4.1                                   breach any agreement or instrument to which it is party or by which it is bound;

1.1.4.2                                   conflict with or breach any order, judgment or undertaking to which the Seller is a party or so far as the Seller is aware any applicable law to which the Seller is subject; or

1.1.4.3                                   require the consent, approval or authorisation of any Authority under any order, judgement or undertaking to which the Seller is a party or subject.

1.2                               No competing businesses

Neither the Seller nor any Person connected with the Seller including, without limitation, the Seller’s Guarantor, has any direct or indirect interest in any business which is or is likely to become competitive with the business of any Group Company.

1.3                               No claims

Neither the Seller nor any Person connected with the Seller has made a claim of any nature against any Group Company that remains outstanding and there are no circumstances which entitle or are likely to entitle any of them to make such a claim.

1.4                               Seller related arrangements

1.4.1                                             No Group Company is, or has during the past three years been, a party to any agreement or arrangement (whether legally binding or not) in which the Seller or any Person connected with the Seller is or has been interested.

1.4.2                                             No Group Company owes any sums to, or is owed any sums by, the Seller (other than accrued emoluments for the current month) or any Person connected with the Seller.

2.                                      Share capital

2.1                               The Seller is the sole legal and beneficial owner of the Shares.  The Shares constitute the entire issued share capital of the Company have been properly and validly allotted and are fully paid up.  There is no Encumbrance affecting any of the Shares, nor any agreement to create any, and no Person has claimed to be entitled to any of such things.

2.2                               The Company or another Group Company is the sole legal and beneficial owner of the entire issued share capital of each of the Subsidiaries.  All the issued shares of the Subsidiaries have been properly and validly allotted and are fully paid up.  There is no Encumbrance affecting any of the shares in the Subsidiaries, nor any agreement to create any, and no Person has claimed to be entitled to any of such things.

2.3                               No Person has any right (whether contingent or otherwise) to require any Group Company:

2.3.1                                             to allot, or grant rights to subscribe for, shares in any Group Company; or

2.3.2                                             to convert any existing securities into, or to issue securities that have rights to convert into, shares in any Group Company,

and no Person has claimed to be entitled to any of such things.

2.4                               None of the Shares has been, or represents assets which were, the subject of any transaction or arrangement which is capable of being set aside, stayed, reversed or rescinded, avoided or otherwise affected in whole or in part under any applicable laws.

2.5                               No Share was subscribed for or purchased by the Seller with funds derived from the proceeds of crime.

2.6                               There are no existing, pending or threatened disputes, claims or proceedings affecting any of the Shares or any Seller’s ownership or entitlement to dispose of any of them.  There are no circumstances which are likely to give rise to any such disputes.

3.                                      Corporate information

3.1                               Each Group Company is validly existing and is a private limited company duly incorporated and registered under the law of England and Wales (or as detailed in Schedule 1).  No action has been or is being taken to strike any Group Company off the register.

3.2                               The information set out in parts 1 and 2 of schedule 1 relating to each Group Company is complete, accurate and not misleading.

3.3                               The Company has not repaid, redeemed or purchased any of its own shares, reduced its share capital or capitalised any reserves or profits, or agreed to do any of such things.

3.4                               No Group Company has repaid, redeemed or purchased any of its own shares, reduced its share capital or capitalised any reserves or profits, or agreed to do any of such things, in each case in breach of applicable laws.

3.5                               The Disclosed Information contains a copy of the articles of association of each Group Company and all documents required by applicable laws to accompany any copy of them issued by such Group Company.  These set out all rights attaching to each class of shares of such Group Company.

3.6                               There are no subsisting shareholder agreements in relation to any Group Company to which any Group Company is a party.

3.7                               The Annotated Data Room Index identifies (in yellow and blue) those documents which are not or may not be contained in the Purchaser’s Data Room.

4.                                      Interests in other companies

4.1                               Since 1 June 2010, no Group Company has:

4.1.1                                             had any subsidiary or subsidiary undertaking (other than the Subsidiaries); or

4.1.2                                             been the subsidiary or subsidiary undertaking of any other company or undertaking (other than another Group Company).

4.2                               No Group Company:

4.2.1                                             is the legal or beneficial owner of, or has agreed to acquire, any shares, securities or other interests in, any other company or undertaking (other than the shares of a Subsidiary);

4.2.2                                             is, or has agreed to become, a member of any partnership or other unincorporated associated, joint venture or consortium (other than recognised trade associations);

4.2.3                                             controls or takes part in the management of any other company or undertaking (other than the Subsidiaries), or has agreed to do so; or

4.2.4                                             is a party to any profit-sharing arrangement.

5.                                      Nature of business

Since 1 June 2010, no Group Company has carried on any business other than the business carried on by it, or another Group Company, at the date of this agreement.

6.                                      Branches, etc

There is annexed to the Disclosure Letter a complete list of any branch, operation or permanent establishment outside the United Kingdom of any Group Company.

7.                                      Corporate administration and compliance

7.1                               The register of members and other registers (excluding minute books) contained in the statutory books of each Group Company are in its possession or under its control and have been properly kept, are up to date and contain a complete and accurate record of the matters which should be dealt with in them.  Neither the Seller nor any Group Company has received any notice or allegation that any of them is incorrect or should be rectified and, so far as the Seller is aware, there are no circumstances which are likely to give rise to such a notice or allegation.

7.2                               Each Group Company has kept proper records of all resolutions and decisions of its members which are required to be filed at Companies House or required to comply with applicable law.

7.3                               No shareholder written resolution has been circulated by any Group Company (but not yet passed) for which the period for agreeing to the written resolution has not yet expired.

7.4                               Every document which each Group Company is or was required by law to deliver to the Registrar of Companies has been duly delivered and was complete and accurate.  Nothing has occurred which will require any other documents to be delivered by any Group Company to the Registrar of Companies.

7.5                               Each Group Company registered in England & Wales has registered to use the Companies House WebFiling service, and has been accepted into the Companies House Protected Online Filing Scheme (PROOF).

8.                                      Insolvency and unlawful transactions

8.1                               No Insolvency Event has occurred in relation to any Group Company.  So far as the Seller is aware, there are no circumstances which are likely to result in such an Insolvency Event.

8.2                               No Group Company has entered into any transaction or arrangement which is capable of being set aside, stayed, reversed or rescinded, avoided or otherwise affected in whole or in part under the Insolvency Act 1986 or any equivalent or similar applicable laws.

8.3                               No Group Company has received any financial assistance given by another company in contravention of section 151 of the Companies Act 1985 or sections 678 or 679 of the Companies Act 2006.

8.4                               No Group Company has received any unlawful distribution (as defined in section 829 of the Companies Act 2006).

9.                                      Documents

Copies of all documentation evidencing the freehold title of each Group Company and the terms of the contracts of employment of its employees, those of the Policies which apply for the current year (as defined in paragraph 22.1), any leases or sub-leases under which any part of the Property is held, occupied or used by any Group Company and all other documents which in accordance with applicable laws, must be in the possession of, each Group Company are in its possession.

10.                               Accounts

10.1                        Disclosure of Accounts and Management Accounts

The Accounts and the Management Accounts are attached to the Disclosure Letter at sections 10.1 and 10.2 respectively.

10.2                        General

The Accounts:

10.2.1                                      were prepared in accordance with applicable laws using the accounting policies, principles, estimation techniques, measurement bases, practices and procedures used in the preparation of the audited financial statements of each Group

Company for the financial periods ending on 31 August 2012 and 31 August 2013 (the “Previous Accounts”) on a consistent basis;

10.2.2                                      comply with Accounting Standards in force at the date to which they were prepared; and

10.2.3                                      give a true and fair view of the assets and liabilities and state of affairs of the relevant Group Company (and, in relation to the consolidated financial statements of the Company, of the Group Companies as a whole) as at the Accounts Date and of the profit or loss and, (in respect of the consolidated financial statements of the Group Companies only), cash flows of the relevant Group Company (and, in relation to the consolidated financial statements of the Company, of the Group Companies as a whole) for the financial year ended on the Accounts Date.

10.3                        Assets and liabilities in Accounts

10.3.1                                      In the Accounts:

10.3.1.1                            the value attributed to each fixed asset is in accordance with Accounting Standards;

10.3.1.2                            no asset has been revalued upwards and no value has been attributed to any intangible asset which had no value attributed to it in the Previous Accounts; and

10.3.1.3                            no value has been attributed to work in progress in respect of eventual profit.

10.3.2                                      The bases and rates of depreciation and amortisation used in the Accounts are applied in accordance with Accounting Standards.

10.3.3                                      The Accounts make appropriate provision in accordance with Accounting Standards for or, as appropriate, expressly disclose or make note of all bad and doubtful debts and all accruals, liabilities and provisions (whether actual, contingent, quantified, unquantified or disputed) of the relevant Group Company (and, in relation to the consolidated financial statements of the Company, of the Group Companies as a whole) as at the Accounts Date and, without limiting the foregoing, the Accounts make appropriate provision in accordance with Accounting Standards for the capital value of all finance lease or similar payments payable by any Group Company or in respect of which a Group Company is liable.

10.4                        Management Accounts

The Management Accounts (taking account of the purpose for which they are prepared):

10.4.1                                      were carefully prepared in accordance with the Group Companies’ normal practice from their accounting records using the accounting policies, estimation techniques, measurement bases, practices and procedures used in the preparation of the Management Accounts for the prior 12 month period on a consistent basis; and

10.4.2                                      disclose with reasonable accuracy the financial position of the Group Companies as a whole as at the date to which they were prepared and their respective income, expenses and profitability for the period for which they were prepared.

10.5                        Financial track record

The profits shown by the Accounts and the Management Accounts have not been affected by any extraordinary or exceptional item required to be disclosed by Accounting Standards or transactions which have been entered into otherwise than on normal arm’s length commercial terms or outside the ordinary course of business, in each case, making the profits or losses for all or any of the periods covered by such accounts unusually high or low.

10.6                        Accounting records

All accounting records of each Group Company, however held (including all invoices and other records required for VAT purposes) have been properly kept and maintained, are up to date and do not contain or reflect any material inaccuracies or discrepancies, contain proper records of its assets, liabilities, trading transactions and financial, contractual and trading position as required by law and (where legally required to do so) Accounting Standards and all matters required by applicable laws and are in its possession or under its direct control, and where they are held by electronic means, they are held on and are readily accessible via the IT Systems (as defined in paragraph 25.1).

10.7                        Period since the Accounts Date

Since the Accounts Date:

10.7.1                                      no Group Company has declared, paid or made a dividend or other distribution of profits or assets (including any distribution within the meaning of the Corporation Tax Act 2010), or agreed to do so;

10.7.2                                      no resolution of the members of any Group Company has been passed;

10.7.3                                      the business of each Group Company has been carried on in the ordinary and usual course of its business, without any material disruption or alternation in its nature, scope or manner, and so as to maintain the same as a going concern;

10.7.4                                      so far as the Seller is aware, nothing has happened which has materially prejudiced the Group Companies’ goodwill or, so far as the Seller is aware, is likely to do so;

10.7.5                                      there has been no material deterioration in the turnover or profitability of the Group Companies as a whole (compared with the same periods during each of the last two financial years) or in the financial or trading position of the Group Companies as a whole;

10.7.6                                      there has been no reduction in the value of the net assets of the Group Companies as a whole determined in accordance with the same accounting policies, estimation techniques, measurement bases, practices and procedures used in the preparation of the Accounts and on the basis that each of the assets is valued at a figure no greater than the value attributed to it in the Accounts or, in the case of any asset acquired by any Group Company after the Accounts Date, at a figure no greater than cost;

10.7.7                                      no Group Company has acquired or disposed of any business or any asset with a value in excess of £100,000 (except for stock in the ordinary and usual course of its business), or agreed to do so;

10.7.8                                      no Group Company has incurred any capital expenditure on an individual project in excess of £100,000 or agreed to do so;

10.7.9                                      no Group Company has changed its policies or procedures in relation to the collection of trade receivables or the payment of trade payables or agreed to do so;

10.7.10                               no debts owed to any Group Company have been released, deferred, discounted, subordinated, written off or had a credit issued against them (in whole or in part) or have proved to any extent irrecoverable;

10.7.11                               no Group Company has assumed or incurred any liability, obligation or expense (whether actual or contingent) other than as a result of trading activities in the ordinary and usual course of its business, or agreed to do so;

10.7.12                               each Group Company has paid its creditors in accordance with its normal practice; and

10.7.13                               there has been no acceleration of the invoicing and/or collection of any Group Company’s debts outside of normal invoicing and collection practice.

10.8                        Accounts Receivable

10.8.1                                        Save for Permitted Customer Claims, all notes and accounts receivable are reflected properly in the Accounts, the Management Accounts or the accounting records of the Acquired Companies as of the Completion Date and represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business.  Such notes and accounts receivable will as of the Completion Date be current and, so far as the Seller is aware, collectible, net of the respective reserve set forth in the corresponding line items in the Accounts or the Management Accounts or on the accounting records of the Acquired Companies as of the Completion Date, as the case may be (which reserves have been calculated consistent with the past custom and practice of the Acquired Companies).  Subject to such reserves, so far as the Seller is aware, each such note and account receivable either has been or will be collected in full, without any setoff, within ninety (90) days after the date on which it first becomes due and payable.  Save for Permitted Customer Claims, there is no contest, claim, defence or right of setoff, other than returns in the ordinary course of business, relating to the amount or validity of such note or account receivable.  No Acquired Company has agreed to any deduction, free goods or services, discount or other deferred price or quantity adjustment with respect to any of its notes or accounts receivable.

10.8.2                                      The Disclosure Letter sets forth an accurate and complete list and the ageing of all notes and accounts receivable as of the date of the Management Accounts.

10.8.3                                      The Disclosure Letter sets forth an accurate and complete list of the names and addresses of all banks and financial institutions in which any Acquired Company has an account, deposit, safe-deposit box, line of credit or other loan facility or relationship, or lock box or other arrangement for the collection of accounts

receivable, with the names of all Persons authorized to draw or borrow thereon or to obtain access thereto.

10.9                        Inventories

10.9.1                                      So far as the Seller is aware, the provisions in the Management Accounts adequately provide for any inventories of the Group Companies which are defective, unusable or not saleable in the ordinary course of business.

10.9.2                                      The values at which such inventories are carried reflect the inventory valuation policy of the Company, which is in accordance with Accounting Standards.  Since the Accounts Date, the Acquired Companies have continued to replenish inventories in the ordinary course of business.  All inventories are maintained at the facilities of the Acquired Companies or on a consignment basis.  No Acquired Company has any commitments to purchase inventory other than in the ordinary course of business.

10.10                 No Undisclosed Liabilities

10.10.1                               No Acquired Company has any Liabilities of the type or nature required to be reserved on a balance sheet prepared in accordance with Accounting Standards except for (a) Liabilities accrued or reserved for in the Accounts and (b) Liabilities incurred in the ordinary course of business after the date of the Accounts.

11.                               Financing Arrangements

11.1                        Borrowings and facilities

11.1.1                                      The Disclosed Information contains full and accurate details of all borrowings or Indebtedness in the nature of borrowing (if any) of any Group Company (other than trade credit arising in the ordinary and usual course of any Group Company’s business and inter Group Company loans) as at the date 5 Business Days before the date of this agreement (“Borrowings”) and all facilities available for additional Borrowings of each Group Company (together, “Facilities”), including copies of all documents containing the terms and conditions relating to the Facilities and the amounts outstanding.

11.1.2                                      No Group Company has any outstanding Borrowings with any third parties with the exception of undrawn overdraft facilities.

11.1.3                                      None of the Facilities is dependent on the guarantee or indemnity of, or security provided by, any other Person (other than another Group Company).

11.2                        Other Financing Arrangements including Hedging Arrangements

11.2.1                                      No Group Company has engaged in financing of a type which would not need to be shown or fully reflected in its statutory accounts.

11.2.2                                      With the exception of the Hedging Arrangements (as defined below), no Group Company has any outstanding obligations or liabilities (whether actual or contingent) in respect of any derivative transaction, including any foreign exchange or interest rate hedging transaction.  No Group Company is a party to any subsisting debt factoring or discounting arrangement or agreement.

11.2.3                                      No Group Company has issued any loan capital (including debentures, loan notes and loan stock) that remains in issue, other than inter Group Company loans.  No Group Company has agreed to issue any such loan capital in the future.

11.3                        Hedging Arrangements

11.3.1                                      The Disclosed Information contains full and accurate details of all hedging arrangements of any Group Company (“Hedging Arrangements”), including copies of all documents containing the terms and conditions relating to the Hedging Arrangements and the amounts outstanding as at 5 Business Days before the date of this agreement.

11.3.2                                      Each Group Company that is a party to a Hedging Arrangement had all due, power and capacity to enter into, and perform under, that Hedging Arrangement.

11.3.3                                      No Group Company has provided, or agreed to provide, any security or other credit support (including collateral under a Credit Support Annex) to the swap counterparty.

11.4                        No default etc

11.4.1                                      There are no circumstances existing or alleged (including the entry into and performance of this Agreement and all other Acquisition Documents) which are likely to:

11.4.1.1                            require repayment of any Borrowings before their stated maturity date or early termination or close-out of any of the Hedging Arrangements (at the option of the lender or the swap counterparty (as the case may be) or otherwise);

11.4.1.2                            constitute an event of default under or a breach of the terms of any of the Facilities or the Hedging Arrangements; or

11.4.1.3                            entitle the holder to enforce any Encumbrance created in relation to any of the Facilities or the Hedging Arrangements,

or will do so with the giving of notice or lapse of time or both.

11.5                        Employee loans

11.5.1                                      The Disclosed Information contains full and accurate disclosure of all loans provided to employees in the previous five years including, without limitation copies of all documents containing the terms and conditions relating to the Employee Loans outstanding as at 30 April 2015.

11.5.2                                      There are no other loans to any employees, consultants, directors or officers except those listed in the definition of Employee Loans.

11.5.3                                      No Group Company has engaged in any activity that is regulated under the Consumer Credit Act of 1974.

12.                               Capital commitments

Except as specifically provided for or noted in the Accounts, no Group Company had any outstanding capital commitments as at the Accounts Date.  Since the Accounts Date, no Group Company has entered into any capital commitments on an individual project exceeding £100,000 in aggregate for the project, or agreed to do so.

13.                               Grants etc

No Group Company has applied for or received nor is it proposing to apply for any grant, subsidy, allowance, loan, payment, guarantee or other financial assistance or aid of any kind from any Authority or any entity whose funding comes substantially from any Authority (“Grant”).

14.                               Ownership of fixed assets

14.1                        All fixed assets (other than the Property and landlords’ fixtures, but including the tenant’s fixtures at the Property) used or held by each Group Company are:

14.1.1                                      legally and beneficially owned by the relevant Group Company (except for assets held by the relevant Group Company under leasing, hiring, hire purchase, conditional sale or credit sale agreements or similar arrangements);

14.1.2                                      used exclusively by the Group Companies (other than fixtures at the Properties subject to Tenancies); and

14.1.3                                      (where capable of possession) in the exclusive possession or under the direct control of a Group Company (other than fixtures at the Properties subject to Tenancies).

14.2                        The Disclosed Information contains full and accurate details (or copies) of each finance leasing, hire purchase, conditional sale or credit sale agreement or similar arrangements under which any material fixed asset (other than the Property) is used or held by any Group Company.

14.3                        No Group Company has given, created or granted any present or future Encumbrance affecting any of its assets, undertaking or goodwill, or agreed to do so.  No Person has claimed to be entitled to any such Encumbrance.

15.                               Sufficiency of assets

The fixed assets having a book value used or held by each Group Company are not surplus to the current and known requirements of the relevant Group Company, and comprise all of the fixed assets necessary for the continuation of the business of the relevant Group Company as currently carried on.  No Group Company depends on the use of assets owned, or facilities or services provided by the Seller, the Seller’s Guarantor or any Person connected with either of them.

16.                               Condition of assets

16.1                        All tangible assets used or held by each Group Company (other than the Property, landlords’ fixtures, stock and the IT Systems (as defined in paragraph 25.1), but including tenant’s fixtures at the Property):

16.1.1                                      are reasonably considered by the Sellers to be suitable for their current use, in appropriate repair and condition, in good working order taking into account their age, use and value, and comply with all applicable health and safety laws;

16.1.2                                      have been regularly and properly serviced and maintained (where relevant) in accordance with the provisions of any applicable leasing, hiring or hire purchase agreement or similar agreement or arrangement;

16.1.3                                      which are vehicles, are in roadworthy condition, (where necessary) have current Department of Transport test certificates and are duly licensed for the purposes for which they are currently used; and

16.1.4                                      are not expected by the Seller to require replacement within the next 12 months (other than in the normal course of replacement adopted by the Group Companies).

17.                               Fixed asset registers

The fixed asset registers of each Group Company (copies of which are set out in the Disclosed Information as at 5 Business days before the date of this agreement) constitute a complete and accurate (in all material respects) record of all plant, machinery, and vehicles and equipment used by it.

18.                               Stock and work in progress

So far as the Seller is aware, the provisions in the Management Accounts adequately provide for the Group Companies’ stocks of raw materials, consumables, packaging and unfinished goods which are not of the type and quality regularly used by or produced in its business or which are not usable in the ordinary and usual course of its business for the purpose for which they were acquired or produced or for any slow moving or obsolete items.

19.                               Debtors and creditors

19.1                        No Group Company is owed any sums other than trade debts incurred in the ordinary and usual course of its business (excluding inter Group Company loans).

19.2                        No trade debt owing to any Group Company has been factored, discounted or otherwise agreed to be sold by it, has been outstanding for more than 90 days from its due date for payment or has been or, so far as the Seller is aware, is likely to be, disputed or subject to any set-off or counterclaim.

19.3                        The Disclosure Letter contains full and accurate details of any bad and doubtful trade debts of each Group Company arising since the Accounts Date.

19.4                        No amounts owing by any Group Company to any creditor have been due for more than 60 days from their due date.

20.                               Property

20.1                        General

20.1.1                                      The Property comprises all the land and buildings owned, occupied or otherwise used by any Group Company whether in the United Kingdom or elsewhere.

20.2                        Property information

20.2.1                                      The particulars of the Property set out in parts 3 and 4 of schedule 1 are complete, accurate and not misleading.

20.2.2                                      All replies given by or on behalf of the Seller to enquiries before contract raised by or on behalf of the Purchaser relating to the Property within the Disclosed Information are (subject to any qualification in respect of which they are given) complete and accurate and not misleading and, in relation to:

20.2.2.1                            freehold land lying to the northwest of Cambridge Road, Whetstone (registered at the Land Registry with title number LT195189); and

20.2.2.2                            freehold land lying to the west of Chartwell Drive, Wigston (registered at the Land Registry with title number LT313238),

contain all information requested in the enquiries which is known or in the possession of the Seller.

20.3                        Title

20.3.1                                      Each Group Company named as an owner of Property in part 3 of schedule 1 is the sole legal and beneficial owner of such Property for the estate mentioned in parts 3 and 4 of schedule 1.

20.3.2                                      There are no circumstances which are likely to render any transaction affecting the title of any Group Company named as an owner and/or lessee of Property in parts 3 and 4 of schedule 1 to such Property liable to be set aside under the Insolvency Act 1986 or any equivalent or similar applicable laws.

20.3.3                                      No Property has been transferred or conveyed to any Group Company in the last three years pursuant to an intra-group transfer on which relief from stamp duty land tax has been claimed pursuant to Schedule 7 to the Finance Act 2003.

20.4                        Encumbrances

20.4.1                                      The Property is free from any Encumbrance or rent charge securing the repayment of monies or any other obligation or liability to secure money (whether of any Group Company or of any other Person) and from any agreement to create the same.  No Person has claimed to be entitled to any such Encumbrance or rent charge.

20.4.2                                      The Property is not subject to any liability for the payment of any outgoings other than national non-domestic rates, water, gas, electricity and sewerage services charges, and insurance premiums and, in the case of Property leased by any Group Company, rents and service charges.

20.4.3                                      Except as is apparent from the face of copies of the title documentation set out in the Disclosed Information, so far as the Seller is aware, the Property is not subject to any covenants, restrictions, stipulations, easements, profits à prendre, wayleaves, licences, grants, exceptions or reservations, or any unregistered

interests which override or would prior to 13 October 2013 have overridden either first registration (where appropriate) or registrable disposition under Schedules 1 and 3 respectively to the Land Registration Act 2002, or other such rights the benefit of which is vested in third parties or any agreement to create the same, in each case, which are likely to have a material adverse impact on any Group Company.

20.4.4                                      The Property is not subject to any agreement for sale, option to acquire, right of pre-emption or right of first refusal.

20.4.5                                      The Group Companies are in possession of the Property and are its sole occupants and users (other than third party occupants pursuant to the terms of the Tenancies (as defined in paragraph 20.11.1).  No other Person (save as specified in part 5 of schedule 1) has any right to occupy or use the Property.  So far as the Seller is aware, there is no Person who has or claims any rights or easements of any kind in respect of the Property adverse to the estate, interest, right or title of any Group Company named as an owner and/or lessee of Property (save as specified in part 5 of schedule 1) and which are likely to have a material adverse impact on any Group Company.

20.5                        Rights attaching to the Property

As far as the Seller is aware, the Property has the benefit of all rights necessary for the continued use, enjoyment and maintenance of the Property by each Group Company for the purpose of its existing business carried on at or from the Property as carried on prior to Completion, including all necessary access rights and currently used utilities.

20.6                        Disputes relating to the Property

There are, as far as the Seller is aware, no outstanding demands or disputes, claims or proceedings relating to the Property or its ownership, occupation or use and so far as the Seller is aware, none are pending or threatened and there are, as far as the Seller is aware, no circumstances which are likely to give rise to any such demands, disputes, claims or proceedings.

20.7                        Continuing property liabilities

No Group Company has any continuing liability in respect of any property (other than the Property) either as:

20.7.1                                      an original contracting party or by virtue of any direct covenant having been given on a sale or assignment to any Group Company; or

20.7.2                                      as a guarantor of the obligations of any other Person (other than another Group Company).

20.8                        Planning matters, building regulations, etc

20.8.1                                      So far as the Seller is aware, the current use and any development of the Property is permitted or lawful of it under applicable planning and zoning laws building regulations and byelaws (“Planning Laws”) and so far as the Seller is aware, all necessary consents and permissions have been obtained for any development. No Group Company has received any notice that the current use and any development of the Property is not permitted or lawful under applicable Planning

Laws and/or all necessary consents and permissions have not been obtained for any development.

20.8.2                                      So far as the Seller is aware, each Group Company complies (and during the ownership, occupation or use of the Property by any Group Company has complied):

20.8.2.1                            with all planning permissions and building regulation and bye-law consents and approvals for the time being in force in relation to the Property;

20.8.2.2                            with all orders, directions and regulations made under Planning Laws and building regulations; and

20.8.2.3                            with all agreements and undertakings relating to the Property entered into or given under the provisions of sections 38 and 278 of the Highways Act 1980, section 33 of the Local Government (Miscellaneous Provisions) Act 1982, section 106 of the Town and Country Planning Act 1990 or section 104 of the Water Industry Act 1991, or any equivalent or similar applicable laws.

20.8.3                                      No Group Company has received notice that compliance is not being (and during the ownership, occupation or use of the Property by any Group Company has not been) made with such matters specified in paragraphs 20.8.2.1 to 20.8.2.3 (inclusive).

20.9                        Leases

In relation to each lease (which expression includes each sub-lease and licence) under which any part of the Property is held, occupied or used by any Group Company:

20.9.1                                      the lease is valid and in full force and effect;

20.9.2                                      the rents and other monies due and payable under the lease have been paid in full and on time;

20.9.3                                      the Group Company named in part 4 of schedule 1 as the lessee under the lease has observed and performed the lessee’s covenants and the conditions under the lease in all material respects (save with regard to the decoration or the state and condition of the Property and the matters referred to in paragraph 20.8 (planning etc) or 21 (environmental));

20.9.4                                      no notices have been served or received under section 25, 26 or 27 of the Landlord and Tenant Act 1954;

20.9.5                                      there are no notices, negotiations or proceedings outstanding concerning rent reviews;

20.9.6                                      (save as expressly provided in the lease documents within the Disclosed Information) there is, as at the date of this agreement no unfulfilled obligation to reinstate the relevant part of the Property by removing or dismantling any alteration made to it by any Group Company or any predecessor in title to any Group Company;

20.9.7                                      all licences, consents and approvals required from the landlords under the lease (“Approvals”) have been obtained, so far as the Seller is aware, and the lessee’s covenants and the conditions contained in the Approvals, so far as the Seller is aware, have been duly performed and observed. So far as the Seller is aware, no landlord or superior landlord or their respective mortgagee(s) have failed to obtain any Approval that is required under the relevant lease.

20.9.8                                      save for the Approvals, there are no collateral agreements, undertakings, waivers or concessions which are binding on either the landlords or any Group Company in relation to the lease; and

20.9.9                                      so far as the Seller is aware, there is no major item of expenditure (exceeding £100,000 individually) either already incurred by the landlords under any lease or expected to be incurred by any such landlords within the next 12 months which is recoverable in whole or in part from any Group Company.

20.10                 Dilapidations

20.10.1                               No Group Company owes any person any amount(s) in respect of dilapidations:

20.10.1.1                     for any former Property; or

20.10.1.2                     in relation to a current lease which has continued and/or has been renewed following its expiry in excess of the dilapidations provision attributable to that lease in the Management Accounts.

20.10.2                               No Group Company has received notice requiring works to be carried out to the state and condition of the Property. The Disclosure Letter details the policy adopted by the Group Companies in its financial statements with regard to dilapidations. So far as the Seller is aware, the dilapidations provisions in the Management Accounts are adequate to cover any liability of the Group Companies for dilapidations or in respect of the state and condition of the Property.

20.11                 Tenancies

20.11.1                               The only tenancies (which expression includes sub-tenancies and licences) which the Property is held subject to and with the benefit of are those detailed in part 5 of schedule 1 (“Tenancies”).  The particulars of such Tenancies set out in part 5 of schedule 1 are complete, accurate and not misleading.

20.11.2                               So far as the Seller is aware, there are no material or persistent breaches of the tenant’s covenants or any of the conditions in the Tenancies.  No guarantor or surety in relation to any of the Tenancies has been released expressly or by implication.

20.11.3                               No notices have been served or received under section 25, 26 or 27 of the Landlord and Tenant Act 1954 in relation to any Tenancy.  There are no outstanding notices (whether served by or on behalf of any Group Company or the tenants or other occupants) of any other nature in relation to any Tenancy.

20.11.4                               No tenant or licensee of the Property has commuted any rent or licence fee or made any payment of the same before its due date for payment (which has not been provided for in the accounting records).

20.11.5                               No rent review is currently being negotiated in relation to any Tenancy.  No rent review date under any Tenancy has passed which has not yet been reviewed.

21.                               Environmental matters

21.1                        Environmental Licences

21.1.1                                      Each Group Company currently holds and complies with all Environmental Licences or such other documents that govern environmental matters required to carry on its business in the places and in the manner in which its business is now carried on within the United Kingdom and, so far as the Seller is aware, outside the United Kingdom.  Full and accurate details of all such Environmental Licences and of any outstanding or pending applications by any Group Company for any Environmental Licences are set out in the Disclosed Information.

21.2                        Compliance with Environmental Laws

21.2.1                                      For the last five years, each Group Company and so far as the Seller is aware, its officers, agents and employees have complied with, and have not caused any material liabilities to arise under Environmental Laws within the United Kingdom or, so far as the Seller is aware, outside the United Kingdom.  So far as the Seller is aware, there are no circumstances in relation to the business of any Group Company, the condition of the Property or any Environmental Licence which are likely to give rise to:

21.2.1.1                            the need for capital expenditure within the next five years; or

21.2.1.2                            fines, penalties, losses, damages, costs, expenses or liabilities (other than routine liabilities, costs and expenses for operating in accordance with Environmental Laws as incurred by the Group Companies prior to Completion),

as a result of or under Environmental Laws.

21.2.2                                      No Group Company is obliged to register with the Environment Agency under the Producer Responsibility Obligations (Packaging Waste) Regulations 2007.

21.2.3                                      Each Group Company is in full compliance with the:

21.2.3.1                            Equality Act 2010 in relation to the Property;

21.2.3.2                            Waste Electronic and Electrical Equipment Regulations 2013;

21.2.3.3                            Restriction of the Use of Certain Hazardous Substances in Electrical “and” Electronic Equipment Regulations 2012;

21.2.3.4                            Regulation 1906/2007 on the Registration, Evaluation, Authorisation, Restriction of Chemicals; and

21.2.3.5                            the Control of Asbestos Regulations 2012 and full details of such compliance have been included in the Disclosed Information.

21.3                        Environmental disputes, judgments, orders and investigations

21.3.1                                      There are no, and in the last five years have not been, any actual (or so far as the Seller is aware) threatened disputes, claims, legal actions, proceedings, suits, litigation, prosecution, arbitration or any other form of alternative dispute resolution against or involving any Group Company arising from or relating to Environmental Laws, and so far as the Seller is aware, there are no circumstances which are likely to give rise to any such disputes.

21.3.2                                      No Group Company has in the last five years:

21.3.2.1                            received any fixed or variable monetary penalty;

21.3.2.2                            received any enforcement, prohibition, improvement, remediation, compliance, restoration or stop notice or other notice of equivalent nature from any Authority; or

21.3.2.3                            entered into any enforcement undertaking,

relating to Environmental Laws.

21.3.3                                      No Group Company is party to any judgment, order, ruling or decision of any Authority which relates to Environmental Laws.

21.3.4                                      In the last three years there have been no complaints, requests for information or other formal or informal indications of any possible disputes, claims, legal actions, proceedings, suits, litigation, prosecution, arbitration or any other form of alternative dispute resolution or the need for any investigation, remediation or other works in respect of, or so far as the Seller is aware any investigations or inquiries in relation to the Property or the Environment from any Person (including any Authority) that involve any Group Company.

21.4                        Hazardous Substances

21.4.1                                      Other than in accordance with Environmental law, there has not been any storage, transportation, release, leakage, migration, spill, discharge, entry, disposal, deposit or emission into the Environment of any Hazardous Substance caused by any activity, operation, process, act or omission carried out or made by or (so far as the Seller is aware) on behalf of any Group Company, or for which any Group Company may have any liability, in each case within the United Kingdom or so far as the Seller is aware, outside the United Kingdom.

21.5                        CRC Energy Efficiency Scheme

21.5.1                                      The Company or a member of the Seller’s Group has undertaken an assessment as to whether any Group Company is required to register or has any other obligations in respect of the CRC Energy Efficiency Scheme under The CRC Energy Efficiency Scheme Order 2010.  All information relevant to that assessment is set out in the Disclosed Information.  No Group Company is required to so register, nor does it have any other such obligations.

21.6                        Reports

21.6.1                                      The Disclosed Information contains copies of all third party environmental, health and safety, and asbestos and food safety or hygiene reports, surveys, assessments and investigations in respect of the Property or the business of any Group Company in the possession or under the control of the Seller or any Group Company conducted since 1 January 2010.

21.6.2                                      All necessary steps to comply with the recommendations required to comply with laws contained in them have been completed.

21.7                        Other liabilities

21.7.1                                      So far as the Seller is aware, the condition of any properties formerly in the ownership, occupation or use of any Group Company is not such that costs for any investigation, remediation or other works which could be required under Environmental Laws could be recovered from any Group Company.

21.7.2                                      Save as expressly contained in the lease documents within the Disclosed Information no Group Company has given any covenant, warranty, undertaking, representation, indemnity or similar provision entailing liability (actual or potential) because of any adverse condition relating to the Environment or any breach of Environmental Laws.

21.8                        Manchester Property

In respect of Phase 1 of the redevelopment of the Manchester Property (the “Development”), East Midlands Property Developments Limited has engaged SMP Architects Limited by an agreement to perform design services for the Development with reasonable skill and care and in the performance of such design services SMP Architects Limited has and has a duty to ensure that the recommendations contained in the Eastwood and Partners Phase 2 Report dated 29 November 2013 and the conditions in the relevant planning consent in either case made or imposed to mitigate manage or control the risk posed by ground contamination and/or gases (to the extent relevant to Phase 1 of the Development) are implemented.

22.                               Insurance

22.1                        Full and accurate details of all insurance policies in respect of the current year in which any Group Company has an interest (other than for policies maintained by landlords in respect of the Property (“Policies” and “Policy” means any one of them) are set out in the Disclosed Information (including, in relation to each disclosed policy, full details of the name of the insurer, the level of cover, any applicable excess, the relevant policy number(s) and the dates of cover for all periods since the incorporation of each Group Company).

22.2                        So far as the Seller is aware, none of the insurers under the Policies is insolvent.

22.3                        Each of the Policies are in full force and effect and so far as the Sellers are aware, there are no circumstances which are likely to make any of the Policies void or voidable.  No insurer has disputed or given any indication that it intends to dispute the validity of any of the Policies on any grounds.  All premiums in relation to the Policies have been duly paid when they were due.

22.4                        Each Group Company is and has since 1970 (or if later, the date of becoming a Group Company) been covered against employers’ liability and any other liabilities or risks required

to be insured by the relevant Group Company by law with Axa (or any of the Group Companies’ other insurers).

22.5                        Each Group Company has complied with all applicable laws in relation to insurances since 1970 (or if later, since becoming a Group Company) including the requirements to provide and retain evidence of insurances.

22.6                        Since becoming a Group Company, the insurance required by and in connection with any contractual obligations of any Group Company has been continuously in full force and effect for the period and at the level of cover required by such obligations.

22.7                        A fair summary of all claims made by or on behalf of any Group Company under any insurance policy in the last three years are set out in the Disclosed Information.

22.8                        No Group Company has any outstanding insurance claims.

22.9                        So far as the Seller is aware, there are no circumstances which have given or are likely to give rise to any claim or require notification under any of the Policies which have not been notified to the relevant insurers.

22.10                 In the last three years, no insurer has cancelled or refused to accept or continue any insurance in relation to any Group Company.

22.11                 So far as the Seller is aware, there are no circumstances affecting a Group Company which are likely to result in the renewal of any of the Policies being refused, a material increase in premium or less advantageous policy terms and conditions (ignoring any impact of becoming under the control of the Purchaser).

22.12                 In the last 3 years no insurer has imposed any requirements on any Group Company as a condition to provide, renew or continue insurance cover which required or requires any material capital expenditure or any material change in the business processes or practices of any Group Company.  There are no outstanding requirements by an insurer for risk improvements that is likely to impact on the renewal of the Policies.

22.13                 Save as apparent from the policies in the Disclosed Information the entry into and performance of this agreement and all other Acquisition Documents will not have the effect of terminating, or entitling any insurer to terminate or alter the terms of, any cover under any Policy nor will it require the consent of, or the giving of notice to, any Person under any Policy.  Full details of all change of control provisions contained in any Policy that may be triggered by the transaction contemplated by this Agreement are set forth in the Disclosure Letter.

23.                               Intellectual Property

23.1                        The Intellectual Property owned and registered by any Group Company (“Owned IP”) and the Intellectual Property owned by another Person which is licensed to any Group Company (“Licensed-In IP”) comprise, all the material registered Intellectual Property that is necessary to carry on the business of each Group Company as it has been carried on in the last 12 months or is currently contemplated to be carried on.  No Group Company uses any Licensed-In IP other than in accordance with and subject to the terms of an applicable, subsisting licence, permission or other written contractual right.

23.2                        A Group Company is the sole legal and beneficial owner of (and, where registered, the sole registered owner of) each item of Owned IP free from Encumbrances and holds the legal and

beneficial ownership of all software developed and licensed by Merlin in relation to the enterprise resource planning software, but excluding any open source software (“Licensed-Out Software”)

23.3                        The particulars of all the Owned IP which is registered in any jurisdiction are set out in part 6 of schedule 1, and such particulars are complete, accurate and not misleading.

23.4                        There are no applications for registration of any Intellectual Property in progress by a Group Company.

23.5                        The Disclosed Information contains complete and accurate details of all subsisting licences, permissions or other contractual rights (whether in writing or otherwise) granting any Group Company rights to use any material Intellectual Property owned by another Person.

23.6                        The Disclosed Information contains complete and accurate details of any subsisting licences, permissions or other contractual rights (whether in writing or otherwise) by which any Group Company has granted third parties rights to use any Owned IP or Licensed-In IP (“IP Licences Out”) and no Group Company is under any obligation (whether contingent or otherwise) to grant any IP Licences Out.

23.7                        Each Group Company only employs and has only employed its employees, on terms pursuant to which all of the Intellectual Property in the work which they carry out or produce in the course of their employment with the relevant Group Company vests solely in the relevant Group Company, both legally and beneficially, and they have waived all moral rights they may have in the work.

23.8                        All of the Owned IP is subsisting, valid and enforceable. So far as the Seller is aware, the Licensed-In IP, is valid and subsisting and enforceable and so far as the Seller is aware, nothing has been done or omitted to be done which is likely to affect adversely the validity, subsistence or enforceability of the Owned IP.

23.9                        All steps required to maintain the registration of the Owned IP have been taken in all relevant jurisdictions where the Owned IP is registered (including full payment of registration, maintenance and renewal fees and taxes when due).  Full and accurate details of any such steps required in the next three months are set out in the Disclosed Information.

23.10                 None of the Owned IP nor, so far as the Seller is aware, the Licensed-In IP is, or in the last three years has been, subject to challenge, opposition or attack or the subject of any claim for ownership or compensation.  No Owned IP or, so far as the Seller is aware, Licensed-In IP is likely to be subject to challenge, opposition or attack or any claim for ownership or compensation.

23.11                 So far as the Seller is aware, there is not (and would not be if valid), and has not in the last three years been, any actual or threatened infringement or unauthorised use by any Person of any Owned IP or Licensed In IP.  So far as the Seller is aware, there are no circumstances which are reasonably expected to give rise to any such actual or threatened infringement or unauthorised use.

23.12                 So far as the Seller is aware the activities and operations of the Group Companies and their licensees under any IP Licences Out do not infringe, have not infringed, and are not reasonably expected by the Seller to infringe, any third party’s IP.  There are no existing, or so far as the Seller is aware, pending or threatened claims against any Group Company or (so far as the Seller is aware) any licensees under any IP Licences Out in respect of any infringement of any third party’s IP, and no such claims have been made or threatened.

24.                               Business and trade names

24.1                        No Group Company uses or operates its business under any name or style other than its full company name.

24.2                        No Group Company has made an application to, or been the subject of an application to, the Company Names Tribunal.  So far as the Seller is aware, there are no circumstances which are likely to give rise to such an application.

25.                               IT Systems

25.1                        Definitions

In this paragraph 25:

“IT Documentation” means any information technology related documentation and documentation supporting any Software (including system documentation, notes and flowcharts);

“IT Systems” means any computer systems owned, used, leased or licensed by or to, or for the benefit of, any Group Company (including computer hardware and peripherals, telecommunications and network equipment and infrastructure and any operating systems for them), and any other information technology related plant and equipment;

“IT Systems Contracts” means all Contracts relating to the IT Systems or the Software (including leasing, hiring, hire purchase, licensing, maintenance, support, services, deposit and escrow agreements, and any similar agreements or arrangements);

“IT Systems Data” means data and information entered into, held or stored on or transmitted by the IT Systems or created by any Group Company using the IT Systems, whether or not that data or information is Confidential Information;

“Software” means all software, firmware and middleware, whether source code or object code, used by any Group Company;

“Standard Licence Terms” means the standard Merlin Terms of Business; and

“Virus” means any virus or bug which adversely affects software, firmware or middleware (including logic bombs, worms, trap doors, Trojan horses or other similar destructive programs or codes).

25.2                        IT information, ownership and use

25.2.1                                      A fair summary which is accurate of:

25.2.1.1                            the IT Systems;

25.2.1.2                            the Software;

25.2.1.3                            the IT Systems Contracts;

are set out in the Disclosed Information.

25.2.2                                      Save as provided under the IT Systems Contracts, the IT Systems (excluding Software) are legally and beneficially owned by a Group Company.

25.2.3                                      The Group Companies have the right to the exclusive and unrestricted use and/or control of the IT Systems (excluding Software), which is not dependent (in whole or in part) on any facilities or services that are not exclusively owned by or under the direct control of a Group Company.

25.2.4                                      The Software is legally and beneficially owned by a Group Company or properly licensed to each Group Company that uses it.

25.2.5                                      All material Licensed-Out Software is licensed on the Standard Licence Terms without material amendment.

25.2.6                                      The IT Systems Data is legally and beneficially owned by a Group Company or each Group Company that uses it is licensed to do so.

25.3                        IT operation and maintenance

25.3.1                                      The IT Systems and the Software are in all technical and operational respects operating satisfactorily for the needs of the business of each Group Company and are sufficient for each Group Company to perform the business of the Group Companies in the manner currently conducted and without limiting the foregoing: