execution version |date: zo 'jitltn'^dvr ,2017 share ... site/share purchase... ·...

EXECUTION VERSION

|Date: Z O 'jitLtN'^DVr ,2017

SHARE PURCHASE AGREEMENT

relating to the sale and purchase of the whole of the issued share capital of

TALIESIN MANAGEMENT LIMITED

and

JJ INVESTMENT MANAGEMENT LIMITED

between

THE SELLERS

and

THE PURCHASERS

Table of Couteuts Page

1 Definitions and interpretation 2

2 Sale and purchase 2

3 Consideration 2

4 Condition .........2

5 Period before Completion 2

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8 Warranties 2

9 Sellers'Liability 2

10 Limitation of Sellers' liability 2

11 Purchasers' warranties 2

12 Maintenance 2

13 Announcements and Confidentiality 2

14 Notices 2

15 General 2

SCHEDULE 1 The Sellers 2

SCHEDULE 2 The Relevant Companies and the Subsidiaries 2

SCHEDULE 3 Purchasers 2

SCHEDULE 4 Condition 2

SCHEDULE 5 Completion Obligations 2

SCHEDULE 6 Conduct of Business prior to Completion 2

SCHEDULE 7 The Warranties 2

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Date: "LP '\)UJ;N\k)eX ,2017

PARTIES

(1) SAM (GUERNSEY) LIMITED, a company incoi-porated in Guernsey with registered number 60479 whose registered office is at Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GYl 2HT (the "JJML Seller");

(2) MARK SMITH of 5 La Rocque, Le Mont de la Rocque, St Brelade, Jersey JE3 8BQ (the "TML Majority Seller")

(3) THE PERSONS whose names and addresses are set out in rows 2 and 3 of column 1 of Part 2 of SCHEDULE 1 {The Sellers) respectively (the "Minority Sellers" and, together with the TML Majority Seller, the "TML Sellers");

(4) CANARY BIDCO LTD, a company incorporated in Jersey with registered number 124035 whose registered office is at c/o Intertrust, 44 Esplanade, JE4 9WG, St Helier, Jersey ("Canary Bidco"); and

(5) WREN BIDCO LTD, a company incorporated in Jersey with registered number 124036 whose registered office is at c/o Intertrust, 44 Esplanade, JE4 9WG, St Helier, Jersey ("Wren Bidco", and, together with Canaiy Bidco, the "Purchasers").

INTRODUCTION

(A) The TML Sellers have agreed to sell, and the Purchasers have agreed to purchase, the TML Shares in the proportions set out in Part 2 of SCHEDULE 3 {The Purchasers) and in each case on the terms and subject to the conditions of this Agreement.

(B) The JJML Seller has agreed to sell, and the Purchasers have agreed to purchase, the JJML Shares in the proportions set out in Part 2 of SCHEDULE 3 {The Purchasers) {The Purchasers) and in each case on the terms and subject to the conditions of this Agreement.

AGREEMENT

1 Definitions and interpretation

1.1 Definitions

1.1.1 In this Agreement, unless expressly stated otherwise, the capitalised terms set out below have the following meanings:

"Accounts Date" 30 June 2017;

"Acquisition" the acquisition of the entire issued ordinary share capital of Target, to be effected by the Scheme of An"angement or, if applicable, the Takeover Offer;

"Affiliate" in relation to:

(a) any individual, that person's spouse or civil partner and his adult children, adult grandchildren, adult stepchildren and any body corporate which is Controlled or under common Control with such person and any trust or vehicle established solely for the benefit of one or more

of himself, his spouse or civil partner and his adult-children or adult grandchildren or adult step-children; and

(b) any body coi-porate, any other person (i) Controlled by such first person, (ii) who or which Controls such first person, (iii) with which such first person is under the common Control of another, or (iv) any officer or director of such first person or other person; provided that any person seiving as the investment advisor or general partner of another person shall be deemed an Affiliate of such other person and vice versa; provided further that any two persons managed or advised by the same investment advisor or manager or an Affiliate thereof shall be deemed to be Affiliates of each other;

"Aggregate has the meaning given to it in Clause 3.1.1; Consideration"

"Agreed Form" in relation to any document, such document in the form agreed between the TML Majority Seller and the Purchasers and initialled for identification purposes by or on behalf of the TML Majority Seller and the Purchasers or agreed via email by the Sellers' Solicitors and the Purchasers' Solicitors, in each case with such alterations as may be agreed between them in writing from time to time;

"Anti-Bribery Law" all applicable local and international laws relating to bribery or corruption including (i) the Foreign Conoipt Practices Act of 1977 of the United States of America, as amended by the Foreign CoiTupt Practices Act Amendments of 1988 and 1998, and as may be further amended and supplemented from time to time; (ii) the Bribery Act 2010 of the United Kingdom; (iii) the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (iv) any other law, statute, ordinance, mle or regulation in any applicable jurisdiction that relates to bribery or corruption;

"Associated Person" has the meaning given to the term "associated person" in section 8 of the UK Bribery Act 2010;

"Business Day" any day, other than a Saturday, Sunday or public holiday, on which banking institutions in London and Jersey are ordinarily open for business. If any time period for giving notice or taking action hereunder expires on a day which is not a Business Day, the time period shall automatically be extended to the first Business Day following such day;

"Business Information" all information, know-how and records in whatever form held, including all designs, specifications, drawings, formulae, testing procedures and results, reports,

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"Claim"

"Commercial Warranties"

"Companies Act (UK)"

"Companies Law (Jersey)"

"Completion"

"Completion Date"

"Condition"

"Confidential Business Information"

"Core"

"Core Share"

"Data Room"

"Disclosure Letter"

"Effective Date"

instmction and training manuals and all customer lists, sales information, business plans and forecasts, all computer software and all accounting and tax records, coixespondence, orders and enquiries;

any claim that the Purchasers may have against the Relevant Seller(s) for breach of the Warranties;

the WaiTanties other than the Fundamental Wairanties (and "Commercial Warranty" shall mean any of them);

Companies Act 2006;

the Companies (Jersey) Law 1991;

the completion of the sale and purchase of the Shares in accordance with Clause 7;

the date on which Completion takes place;

the condition set out in SCHEDULE 4;

Business Information that is confidential to any Relevant Company;

Core ImmobilienManagement GmbH, a limited liability company under German law (Gesellschaft mit beschi'ankter Haftung), registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Chariottenburg under HRB 109899 B;

the share held by TML with a nominal amount (Nennbetrag) of EUR 5,000, constituting 20% of the registered share capital (Staramkapital) of Core;

the electronic data room hosted by Imprima with the name Wren as at 14:06:53 UK time on 15 December 2017, an index of which is in the Agreed Form and appended to the Disclosure Letter and two USB copies of which are attached hereto and initialled by the Sellers and the Purchasers or on their behalf;

the letter dated on the same date as this Agreement and written by the Sellers to the Purchasers for the purposes of Clause 8.2 together with the documents attached or appended to it;

(i) if the Acquisition is implemented by means of the Scheme of Arrangement, the date upon which the Scheme of Arrangement becomes effective in accordance with its terms; or (ii) if the Acquisition is implemented by way of the Takeover Offer, the date that the Acquisition becomes or is declared unconditional in

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all respects;

"Encumbrance"

"Fairly Disclosed"

any option, right to acquire, right of conversion, right of pre-emption, right of first refusal, restriction on transfer, equity, claim, charge (whether fixed or floating), mortgage, pledge, lien, assignment, power of sale, hypothecation, title retention or other third paity right or security interest of any kind and any agreement, arrangement or obligation (including any conditional obligation) to create any such right or interest;

disclosed with sufficient details to identify the nature and the extent of matter disclosed and to allow a reasonable purchaser to assess the significance for the Relevant Companies of such disclosure;

"FSJL"

"Fundamental Warranties"

the Financial Seivices (Jersey) Law 1998;

those WaiTanties listed in paragraphs one, two, three and four of SCHEDULE 7 {The Warranties);

"Governmental Entity" any supranational, national, federal, state, municipal or local government, governmental or quasi-governmental authority or official having jurisdiction in the circumstances, and includes any court, board, commission, department, administrative agency or regulatoiy body thereof;

"IE Agreed List' unless otherwise agreed in writing between the Sellers and the Purchasers, the principal London office of the following which, at the relevant time, does not provide the principal audit services to the Sellers or the Purchasers: Deloitte, PwC, EY and KPMG;

"Irrevocable Undertaking"

(a) in the case of JJML, an irrevocable undertaking executed on or around the date of this Agreement by it in respect of the Scheme of Arrangement; and

(b) in the case of TML, an irrevocable undertaking executed on or around the date of this Agreement by it in respect of the Scheme of Arrangement;

"JFSC"

"JJML"

the Jersey Financial Services Commission;

JJ Investment Management Limited details of which are set out in Part 1 of SCHEDULE 2 {The Relevant Companies and the Subsidiaries);

"JJML Accounts"

"JJML Consideration"

"JJML Investment

the audited accounts of JJML for the twelve month period ended on the Accounts Date;

has the meaning given to it in Clause 3.1.1 (a);

an investment agreement between the Target and JJML, dated 23 November 2015 and as amended and restated

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Agreement" on 22 June 2017;

"JJML Shares" 100 shares of £1.00 each in the capital of JJML, being the whole of the issued share capital of JJML, details of which appear in SCHEDULE 2 {The Relevant Companies and the Subsidiaries);

"Leakage" (a) any dividend or distribution (including in cash and in specie) declared, paid, or made by any Relevant Company to any Seller or its Affiliates; or

(b) any payments made (or future benefits granted) to or assets or rights transfeired or surrendered (including Tax losses) to, or liabilities assumed, guaranteed, indemnified or incun-ed for the direct or indirect benefit of any Seller or its Affiliates by any Relevant Company; or

(c) any payments made by any Relevant Company to any Seller or its Affiliates in respect of any share capital or loan capital or other securities of any Relevant Company being issued, redeemed, purchased or repaid, or any other return of capital; or

(d) the waiver, release or discount by any Relevant Company of any amount or obligation, or any claim in respect thereof, owed to that Relevant Company by any Seller or its Affiliates; or

(e) the purchase by any Relevant Company from any Seller or its Affiliates of any assets or services other than on ann's length commercial terms and in the ordinary course of business; or

(f) the creation of any Encumbrance over any of the assets or shares of any Relevant Company in favour, or for the benefit, of any Seller or its Affiliates; or

(g) any payment by any Relevant Company of or obligation on any Relevant Company to pay or incur, any costs, professional fees, expense or transaction bonuses to any person (including, any consultancy, advisory, management fee or commission and, for the avoidance of doubt, including any amounts payable by any Relevant Company to Martin KUffer in respect of any consultancy arrangements whether oral or written) in connection with the transactions contemplated by this Agreement or the Acquisition or as a result of Completion, including any costs, professional fees and expenses relating to any preparatory work carried out on behalf of any Seller or its Affiliates; or

(h) the payment of any fees or costs to or on behalf of any Seller or its Affiliates which are or were

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incun-ed by any Relevant Company as a result of the matters set out in paragraphs (a) to (g) (inclusive) above; or

(i) agreement or arrangement made or entered into by any Relevant Company to do or give effect to any matter refeixed to in paragraphs (a) to (h) (inclusive) above; or

(j) without duplication, any Tax payable or incurred by any Relevant Company as a direct consequence of the matters referred to in paragraphs (a) to (i) (inclusive) above, provided that in the case of VAT, such VAT is irrecoverable,

but excludes any Pennitted Leakage.

has the meaning given to it in Clause 6.2;




means a written notice of the occurrence of Leakage from the Purchasers to the relevant Seller;

the TML Majority Seller or such other person as may, from time to time, be appointed as the Minority Sellers' Representative pursuant to Clause 14.2;

the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, and all money laundering-related laws of other applicable jurisdictions where the parties conduct business or own assets, and any related or similar law issued, administered or enforced by any Governmental Entity;

"Normal Business Hours" in relation to the service of any notice pursuant to Clause 14, 9.00 am to 5.30 pm local time on any day which is not a Saturday, Sunday or public holiday in the place of receipt (which, in the case of service on any Party by fax, or email shall be deemed to be the same place as the address specified for service on that Party by post);

"Permitted Leakage" (a) any payment which has been specifically accrued for in the Relevant Accounts;

(b) any payment in respect of third party insurance cover procured for any Relevant Company by any Seller or its Affiliates in an amount and on terms consistent with past practice up to an aggregate maximum

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"Leakage Amount"

"Leakage Claim"

"Leakage Dispute"

"Leakage Expert"

"Leakage Notice"

"Minority Sellers' Representative"

"Money Laundering Laws"

amount of €11,000;

(c) any payment or contribution towards any Relevant Benefits of any employee or officer of Taliesin Deutschland GmbH;

(d) any Leakage between the Relevant Companies;

(e) any payment of base salaiy to Mark Smith in the ordinaiy course of business up to an aggregate maximum amount of £470,000 (representing his pro rata entitiement to his salary of £625,000 per annum);

(f) any payment of a transaction bonus to any employee of TDL up to an aggregate maximum amount of €1,000,000; and

(g) any payment of professional advisers' fees and expenses in connection with the transactions contemplated in this Agreement or any ancillaiy agreement up to an aggregate maximum amount of £200,000 (exclusive of VAT);

"Proceedings"

"Proportional Liability"

any proceeding, suit or action arising out of or in connection with this Agreement;

the proportion of such liability as set out in column 6 of Part 1 and Part 2 of SCHEDULE 1 {The Sellers);

"Purchasers' Group" the Purchasers and their subsidiaries from time to time (including, after Completion, JJML and the TML Group Companies);

"Purchasers' Lawyers" Kirkland & Ellis International LLP of 30 St Maiy Axe, London EC3A 8AF;

"Raumerei" Raumerei GmbH, a limited liability company under German law (Gesellschaft mit beschi-ankter Haftung), registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Chariottenburg under HRB 162668 B;

"Raumerei Share"

"Relevant Accounts"

"Relevant Benefits"

the share held by Taliesin Deutschland GmbH with a nominal amount (Nennbetrag) of EUR 25,000, constituting 100% of the registered share capital (Stammkapital) of Raumerei;

the JJML Accounts and/or the TML Accounts (as the context requires);

any pension, lump sum, gratuity or other like benefit provided or to be provided on retirement or on death, or by virtue of a pension sharing order or provision, or in anticipation of retirement, or, in connection with past

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"Relevant Companies"

"Relevant Proportion"

"Relevant Seller(s)"

"Scheme of Arrangement"

"Sellers"

"Sellers' Solicitors"

"Sellers' Solicitors Client Account"

"Senior Employee"

"Service Document"

"Shares"

the "Share Purchase Documents"

"Subsidiaries"

"Surviving Provisions"

"TML"

seivice, after retirement or death or to be provided on or in anticipation of or in connection with any change in the nature of the service of any employee or officer;

the TML Group Companies and/or JJML (as the context requires) and "Relevant Company" shall be construed accordingly;

(a) in the case of Canaiy Bidco, 90%; and

(b) in the case of Wren Bidco, 10%;

(a) in the case of JJML, the JJML Seller; and

(b) in the case of TML, the TML Majority Seller and the Minority Sellers;

the scheme of aiTangement proposed to be made under Article 125 of the Companies Law (Jersey) between the Target and the holders of ordinaiy shares of no par value in the capital of the Target;

the TML Majority Seller, the Minority Sellers and the JJML Seller;

Norton Rose Fulbright LLP of 3 More London Riverside, London, SEl 2AQ;

HSBC Bank Pic, 71 Queen Victoria Street, London EC4V 4AY, Norton Rose Fulbright LLP Client Account, sort code 40 05 15, swift code MIDLGB22, account number 69708501, IB AN number GB78MIDL40051569708501;

any employee of any Relevant Company with a gross base salary of more than €75,000 per annum;

any document relating to or issued in connection with any Proceedings;

the TML Shares and the JJML Shares;

this Agreement and the Disclosure Letter and any other documents entered into pursuant to this Agreement;

any subsidiaiy of the Relevant Company (each being a "Subsidiary"), and details of each Subsidiary at the date of this Agreement are set out in SCHEDULE 2 {The Relevant Companies and the Subsidiaries);

means Clause 1 and Clauses 13, 14, 15.12 and 15.13;

Taliesin Management Limited, details of which are set out in Part 1 of SCHEDULE 2 {The Relevant Companies

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and the Subsidiaries);

"TML Accounts"

"TML Consideration"

"TML Group"

"TML Group Companies"

"TML Investment Agreement"

"TML Shares"

"Takeover Offer"

"Target"

"Tax or Taxation"

"Taxation Authority"

"Tax Warranty Claim"

the accounts of the TML Group and accounts of each TML Group Company for the twelve month period ended on the Accounts Date;

has the meaning given to it in Clause 3.1.1 (b);

the TML Group Companies, taken as a whole;

TML and its Subsidiaries (each being a "TML Group Company");

an investment agreement between the Target and TML dated 21 August 2007, as amended by deed of variation dated 25 July 2008 and by deed of amendment dated 13 August 2013, and as amended and restated on 1 December 2015, with effect on and from 23 November 2015;

6,772 A ordinaiy shares, 1,667 C ordinary shares and 500 D ordinary shares in the capital of TML, being the whole of the issued share capital of TML, details of which appear in SCHEDULE 2 {The Relevant Companies and the Subsidiaries);

a takeover offer for the entire issued and to be issued share capital of the Target;

Taliesin Property Fund Limited (incorporated in Jersey with registered number 91744) whose registered office is at 28 Esplanade, St Helier, Jersey JE2 3QA;

all fonns of taxation whether direct or indirect and whether levied by reference to actual, deemed, gross or net income, profits, gains, net wealth, asset values, turnover, value added, receipt, payment, sale, or values or other reference and statutory, governmental, state, impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all related penalties, charges, surcharges, fines, costs and interest relating thereto;

any taxing authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

any claim that the Purchasers may have against the Sellers or any of them for breach of those Warranties listed in paragraph 11 of SCHEDULE 7 {The

Warranties);

"Transaction this Agreement, each document in the agreed form and Documents" any other document entered into or to be entered into

pursuant to this Agreement;

"this Agreement" this share purchase agreement, including the Introduction and the Schedules; and

"Warranties" the statements set out in SCHEDULE 7 {The

Warranties) (each such statement being a "Warranty").

2 References to the "Parties" are to the parties to this Agreement.

3 References to "Clauses" are to the clauses of this Agreement.

4 References to the "Introduction" and the "Schedules" are to the introduction and schedules to this Agreement, which form part of this Agreement and have the same force and effect as if set out in the body of this Agreement.

Interpretation

1 Headings to Clauses and Schedules and the table of contents are included for ease of reference only, and shall not affect the interpretation of this Agreement.

2 In this Agreement, unless expressly stated otherwise:

(a) the words "include" or "including" (or any similar tenn) are not to be construed as implying any limitation;

(b) general words shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things;

(c) any reference to a "person" includes any individual, body coiporate, trust, partnership, joint venture, unincorporated association or governmental, quasi-governmental, judicial or regulatory entity (or any department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality, and any reference to a "company" includes any company, corporation or other body corporate, wherever and however incorporated or established;

(d) words indicating gender shall be treated as referring to the masculine, feminine or neuter as appropriate;

(e) the singular includes the plural and vice versa;

(f) a reference to a statute, statutory provision or subordinate legislation ("legislation") refers to such legislation as amended and in force from time to time and to any legislation that (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation, provided that as between the Parties no such amendment, re-enactment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or would otherwise adversely affect the rights of, any Party;

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(g) any reference to any document other than this Agreement is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time;

(h) a reference to something being "in writing" or "written" includes that thing being produced by any legible and non-transitoiy substitute for writing (including in electronic fonn) or partly in one manner and partly in another;

(i) references to the time of day are to London time;

(j) any reference to a "holding body" or a "subsidiary" means a "holding body" or "subsidiary" as defined in Articles 2 and 2A of the Companies Law (Jersey);

(k) a person shall be deemed to be connected with another if that person is connected with another within the meaning of section 1122 of the Corporation Tax Act 2010;

(1) "directly or indirectly" means either alone or jointly with any other person and whether on his own account or in partnership with another or others or as the holder of any interest in or as officer, employee or agent of or consultant to any other person;

(m) reference to a person having control of another person, or being controlled by another person, or being under common control with another person shall be construed as referring to control within the meaning of section 432 of the Taxes Consolidation Act 1997;

(n) where it is necessaiy to detemiine for the purposes of Clause 8 whether a monetary limit has been reached or exceeded (as the case may be) and the value of the relevant Claim or any relevant claims is expressed in a currency other than €, the value of each such claim shall be converted into € at the prevailing exchange rate by reference to middle-market rates quoted by Barclays Bank pic immediately before close of business in London on the date of seivice by the Purchasers on the relevant Seller's notice of the existence of that Claim or relevant claim in accordance with Clause 8;

(o) any reference to 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 what most nearly approximates in that jurisdiction to the Jersey legal tenn; and

(p) any reference to any Jersey 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 Jersey, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

Sale and purchase

Agreement to sell and purchase

On and subject to the terms and conditions of this Agreement:

(a) the JJML Seller shall sell, and the Purchasers shall purchase in the proportions set out in Part 2 of SCHEDULE 3 {The Purchasers), the JJML Shares; and

(b) each of the TML Sellers shall sell, and the Purchasers shall purchase in the

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proportions set out in Part 2 of SCHEDULE 3 {The Purchasers), the TML Shares listed against such Seller's name in coluirms 2, 3 and 4 (as applicable) of Part 2 of SCHEDULE 1 {The Sellers),

together with all rights attached or accruing to such Shares at the Completion Date (including the right to receive any dividend, distribution or return of capital declared, paid or made on or after Completion).

2.1.2 The Purchasers shall not be obliged to purchase any Shares unless the sale and purchase of all the Shares is completed simultaneously.

2.2 Title and Encumbrances

Each Seller confinns that he has, or will on Completion have, the right to transfer legal and beneficial title, rights and interest to and in the Shares to be transfen^ed by him to the Purchasers pursuant to Clause 2.1.1, and undertakes that such Shares will be transfeixed to the Purchasers free from all Encumbrances.

2.3 Waiver of pre-emption rights

Each Seller shall procure that, on or before Completion, all rights of pre-emption that any person may have over any or all of the Shares to be transfen^ed by him to the Purchasers pursuant to Clause 2.1.1 are irrevocably waived, and each Seller hereby irrevocably waives any and all rights of pre-emption it may have over any or all of the Shares.

3 Consideration

3.1 Consideration

3.1.1 The:

(a) total consideration for the purchase of the JJML Shares under this Agreement shall be €36,989,610 (the "JJML Consideration"); and

(b) the total consideration for the purchase of the TML Shares under this Agreement shall be €28,647,464 (the "TML Consideration"),

and shall be satisfied by the payment of €65,637,074 (the "Aggregate Consideration") to the Sellers' Solicitors Client Account in accordance with Clause 7.3.

3.2 Reduction of consideration

If any payment is to be made by the Sellers to the Purchasers in respect of any claim for breach of this Agreement, the payment shall:

(a) to the extent possible, be made by way of adjustment to (i) if the payment is made in respect of JJML, the JJML Consideration or (ii) if the payment is made in respect of TML, the TML Consideration, in either case which shall be deemed to have been reduced by the amount of such payment; and

(b) be made to each Purchaser in an amount equal to such Purchaser's Relevant Proportion of the relevant claim for breach of this Agreement.

3.3 Apportionment

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3.3.1 The JJML Consideration shall be allocated to the JJML Seller and the TML Consideration shall be apportioned (as nearly as practicable) between the TML Sellers in the amounts set out opposite their respective names in column 6 of the table set out in Part 2 of SCHEDULE 1 {The Sellers) but the Purchasers shall not be concerned with such apportiomnent.

3.3.2 The Sellers agree that any sums due to all or any of them pursuant to this Agreement shall be paid by the Purchasers to the Sellers' Solicitors' Client Account, whose receipt shall constitute a full discharge of the Purchasers' obligations to make any such payment and the Purchasers shall not be concemed with the application of any such amount between all or any of the Sellers.

4 Condition

4.1 Condition

4.1.1 The sale and purchase of the Shares is conditional on the satisfaction of the Condition.

4.1.2 If the Scheme of Arrangement or Takeover Offer (as the case may be), lapses or is withdrawn (other than, in the case of the Scheme of Airangement, where such lapse or withdrawal occurs as a result of the Purchasers implementing the Acquisition by way of a Takeover Offer (rather than the Scheme of Ai-rangement) in accordance with a bid conduct agreement entered into on or around the date hereof between the Purchasers and the Target), this Agreement shall automatically teiminate.

5 Period before Completion

5.1 Conduct of business

5.1.1 The Relevant Seller(s) shall procure that, between the time of entry into this Agreement and Completion, each Relevant Company:

(a) carries on its business as a going concern in the ordinary and usual course as carried on prior to the date of this Agreement; and

(b) complies with the tenns of the Irrevocable Undertakings to which it is a paity.

5.1.2 Without prejudice to the generality of Clause 5.1.1, the Relevant Sellers shall procure that, between the time of entry into this Agreement and Completion, no Relevant Company shall do any of the things specified in SCHEDULE 6 {Conduct of Business prior to Completion) without the prior written consent of the Purchasers.

5.1.3 Clauses 5.1.1 and 5.1.2 shall not restrict or prevent:

(a) any action reasonably taken by any Relevant Company in a situation which (i) is an emergency or a disaster and (ii) has or could reasonably be expected to have a material adverse effect on JJML or the TML Group (as the case may be), with the intention of minimising any adverse effect of such situation (in which event, the Relevant Seller(s) shall promptly notify the Purchasers of the action taken);

(b) any action required by applicable law (in which event, the Relevant Seller(s) shall, as soon as reasonably practicable, notify the Purchasers of the applicable requirement and the action taken);

(c) any action specifically provided for in any Share Purchase Document; or

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(d) any action specifically provided for under any contract entered into by a Relevant Company which is (a) in existence at the date of this Agreement and (b) has been included in the Data Room or disclosed in the Disclosure Letter.

5.1.4 Following the date of this Agreement, the Sellers shall procure that JJML and TML shall provide all necessary assistance, confinnations and documentation (including without limitation any necessaiy accounts), and shall procure that their respective seivice providers in Jersey provide all necessary assistance, confimiations and documentation (including without limitation any necessary accounts), as may be required in connection with the Target's application to the Jersey Financial Seivices Commission in respect of the cancellation of the certificate issued to it under the Collective Investment Funds (Jersey) Law 1988 and JJML's application to the Jersey Financial Services Commission to cancel the licence issued to it under the Financial Services (Jersey) Law 1998 (together, the "Cancellations"). It is acknowledged and agreed that the filings relating to the Cancellations shall be prepared by or on behalf of the Purchasers and the costs of which shall be borne by the Purchasers.

5.1.5 Following the date of this Agreement and, in any event, prior to Completion, the Sellers shall:

(a) procure that Taliesin Deutschland GmbH transfers the Raumerei Share and any other interest held by Taliesin Deutschland GmbH in Raumerei to a person other than a Relevant Company or the Target (a "Third Party") for no less than the book value of the Raumerei Share on the basis that following the date of such transfer, Taliesin Deutschland GmbH will not be subject to any liabilities (whether contingent or otherwise and, including. Tax liabilities) or obligations with respect to (a) the Raumerei Share or the transfer thereof or (b) Raumerei;

(b) procure that TML transfers the Core Share and any other interest held by TML in Core to a Third Party for no less than the book value of the Core Share on the basis that following the date of such transfer, TML will not be subject to any liabilities (whether contingent or otherwise and, including. Tax liabilities) or obligations with respect to (a) the Core Share or the transfer thereof or (b) Core; and

(c) provide the Purchasers with drafts of the documents relating to the transfer of the Raumerei Share or the Core Share and (i) give the Purchasers reasonable time to comment on such drafts and (ii) take into account any reasonable comments of the Purchasers.

6 Leakage

6.1 Warrantv

Each Seller:

(a) warrants and undertakes to each Purchaser that, during the period commencing on the Accounts Date up to and including the date of this Agreement, neither it nor any of its Affiliates has received or benefited from any amount of Leakage; and

(b) undertakes to each Purchaser that, during the period commencing on the date hereof up to and including the date of Completion, there will be no Leakage to, or for the benefit of, such Seller or any Affiliate of such Seller.

For the avoidance of doubt, any Tax payable pursuant to paragraph (j) of the definition of Leakage shall be deemed to have been received by the Relevant Seller.

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6.2 Leakage Ainount

Promptly following:

(a) notification pursuant to Clause 6.3; or

(b) service by the Purchasers (or any person on behalf of the Purchasers) of a Leakage Notice,

the Purchasers and the relevant Seller shall seek to agree the amount or the relevant Leakage (the "Leakage Amount"). If the liability for the Leakage or the quantum of the Leakage Amount (a "Leakage Claim") is not agreed in writing between the Purchasers and the relevant Seller within 20 Business Days of the Leakage Claim being notified to the relevant Seller or the date of the Leakage Notice (as the case may be) (the "Leakage Dispute"):

(a) the Leakage Dispute shall be refen-ed to an independent expert appointed by agreement between the Purchasers and the relevant Seller from the IE Agreed List (and, in the absence of such agreement as to the independent expert within five Business Days, the independent expert shall be chosen by the President for the time being of the Institute of Chartered Accountants in England and Wales on the written application by either the Purchasers or the relevant Seller (whichever applies first) from the IE Agreed List) (the "Leakage Expert") who shall detennine the amount of Leakage (if any) received by, or made for the benefit of, the relevant Seller or such Seller's Affiliate, such determination to be made by the Leakage Expert acting on the following basis:

(i) the Leakage Expert shall act as an expert and not as an arbitrator;

(ii) the decision of the Leakage Expert shall, in the absence of fraud or manifest eiTor, be final and binding on the Purchasers and the relevant Seller;

(iii) the Leakage Expert's terms of reference shall be limited to determining the liability for and the quantum of Leakage Amount as set out in the notice of the relevant Leakage Claim;

(iv) if applicable, the Leakage Expert's determination of the quantum with respect to any Leakage Dispute shall be within the range of values assigned by the Purchasers to such item in the notice of the relevant Leakage Claim and the liability for or quantum of Leakage in respect of such Leakage Claim asserted by the relevant Seller;

(v) except to the extent that the Purchasers and the relevant Seller agree othei^wise in writing, the Leakage Expert shall determine his own procedure, but the procedure of the Leakage Expert shall give the Purchasers and the relevant Seller a reasonable opportunity to make written and oral representations (with assistance from or representation by professional advisers), allow a paity (and its professional advisers) to the Leakage Dispute to be present while any oral representations are being made to the Leakage Expert by the other party, and require a party to the Leakage Dispute to supply to the other party a copy of any written representations at the same time as they are supplied to the Leakage Expert;

(vi) the Leakage Expert's costs shall be paid by the relevant Seller and the Purchasers equally or as otherwise determined by the Leakage Expert in his absolute discretion; and

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(vii) the Purchasers and the relevant Seller shall cooperate with the Leakage Expert, and shall comply with all reasonable requests (including reasonable requests for infonnation relating to a TML Group Company) made by the Leakage Expert in connection with the canying out of his duties; and

(b) following the Leakage Expert detemiining the liability for and the quantum of Leakage Amount received by, or made for the benefit of, the relevant Seller or such Seller's Affiliate, promptly but in any event within five Business Days following such detennination, then subject to clause 6.5, the relevant Seller shall pay to each Purchaser their Relevant Proportion of the amount in cash equal to the amount of the Leakage so determined.

6.3 Notification

Each Seller undertakes to notify the Purchasers in writing promptly after becoming actually aware of anything that would constitute Leakage and to provide reasonable details (including quantum) so far as they are actually known to that Seller in each case of the relevant Leakage.

6.4 Time limit

Any written demand made under this Clause 5.1.5(b) must be received by the Relevant Seller(s) within nine months after Completion. The liability of the Sellers under this Clause 5.1.5(b) shall terminate on the date which is nine months after Completion except as regards any Leakage Claim(s) previously made.

6.5 Reduction of Consideration

If the Purchasers are (a) notified of any Leakage under Clause 6.3 or (b) if any Leakage is received by any Seller or its Affiliates and the Leakage Amount is agreed between the Parties, in each case, prior to Completion, notwithstanding any provision of this Agreement, the Parties agree that the Aggregate Consideration payable by the Purchasers shall be reduced by an amount equal to the Leakage Amount so notified or agreed by the Parties (as the case may be), and accordingly, the Relevant Proportion of the Consideration payable by each Purchaser shall be so reduced by an amount equal to each Purchaser's Relevant Proportion of the Leakage Amount so notified or agreed by the Parties (as the case may be).

7 Completion

7.1 Date and place

Completion shall take place at the offices of the Purchasers' Lawyers at 30 St Mary Axe, London EC3A 8AF (or such other place as the Parties may agree) on the Effective Date (simultaneously with (i) if the Acquisition is implemented by means of the Scheme of Arrangement, the Scheme of Arrangement becoming effective in accordance with its tenns; or (ii) if the Acquisition is implemented by way of the Takeover Offer, the Acquisition becoming or being declared unconditional in all respects) or at such other date and time as the Purchasers and the TML Majority Seller may agree or as detennined in accordance with Clause 7.6 below.

7.2 Completion aiTangements

At Completion, the Sellers and the Purchasers shall comply with their respective obligations as specified in SCHEDULE 5 {Completion Obligations).

7.3 Aggregate Consideration

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The Purchasers shall satisfy their obligation to pay the Aggregate Consideration under Clause 3.1.1 on the same day as the settlement of the consideration to be paid by the Purchasers to the shareholders of the Target pursuant to the Scheme of An-angement or, if the Acquisition is implemented by way of a Takeover Offer, to the accepting shareholders of the Target pursuant to the Takeover Offer, and in any event within 14 days of the Effective Date by way of telegraphic transfer to the Sellers' Solicitors of the Purchasers' Relevant Proportion of the Aggregate Consideration less the amount of any Leakage:

(a) notified to the Purchasers pursuant to Clause 6.3; or

(b) agreed between the Purchasers and the relevant Seller,

in each case prior to Completion, which payment shall be an absolute discharge by the Purchasers who shall not be concemed to see to the application of any such amount thereafter.

7.4 Breach of completion obligations

If any Party fails to comply with any obligation specified in SCHEDULE 5 {Completion Obligations) as required by Clause 7.2, the Purchasers, in the case of non-compliance by the Sellers, or the TML Majority Seller, in the case of non-compliance by the Purchasers, shall be entitled by written notice to the other:

(a) to terminate this Agreement; or

(b) to effect Completion so far as practicable having regard to the defaults that have occurred; or

(c) to defer Completion (in which case the provisions of this Clause 7 shall apply to Completion as so deferred), provided that Completion may be deferred only once by up to three months,

in each case, without prejudice to such Party's rights under this Agreement or otherwise.

7.5 Discharge of Purchasers' obligations

The transfer of monies by the Purchasers in accordance with Clause 7.3 shall be an absolute discharge of the Purchasers' obligations.

7.6 Delayed Completion

7.6.1 At least 14 Business Days prior to the Effective Date, the Sellers may notify the Purchasers in writing that for reasonable Tax purposes Paul Luke and Timothy Lynn require the settlement of their proportion of the Aggregate Consideration to take place on the same day as Completion (a "Completion Notice").

7.6.2 In the event that the Sellers deliver a Completion Notice to the Purchasers in accordance with Clause 7.6.1, Completion shall be deferred to occur immediately prior to the settlement of the consideration to be paid by the Purchasers to the shareholders of the Target pursuant to the Scheme of Arrangement or, if the Acquisition is implemented by way of a Takeover Offer, to the accepting shareholders of the Target pursuant to the Takeover Offer, and in any event within 14 days of the Effective Date, or at such other date and time as the Purchasers and the TML Majority Seller may agree.

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8 Warranties

8.1 The Warranties

8.1.1 In respect of:

(a) JJML, the JJML Seller warrants; and

(b) the TML Group Companies, each of the TML Majority Seller and the Minority Sellers warrants,

to each Purchaser that at the date of this Agreement, each Warranty is tme and accurate.

8.1.2 In respect of

(a) JJML, the JJML Seller warrants; and

(b) the TML Group Companies, each of the TML Majority Seller and the Minority Sellers warrants,

to each Purchaser that at the Completion Date, each Fundamental Warranty is true and accurate,

8.1.3 Each Seller acknowledges that each Purchaser is entering into this Agreement in reliance upon the Warranties.

8.1.4 Each Warranty is separate and independent, and is not to be limited by reference to any other Warranty or by anything in this Agreement.

8.1.5 The Warranties shall not in any respect be extinguished or affected by Completion.

8.1.6 In each Waixanty relating to JJML, where any statement is qualified as being made so far as the Seller is aware, or any similar expression, such statement shall be deemed to refer to the actual knowledge of Mark Smith.

8.1.7 In each Warranty relating to the TML Group Companies, where any statement is qualified as being made so far as the Seller is aware, or any similar expression, such statement shall be deemed to refer to the actual knowledge of Mark Smith, Paul Luke and Timothy Lynn.

8.2 Disclosure

In the absence of any fraud on the part of any Seller, the Warranties are qualified by reference to those matters Fairly Disclosed in the Disclosure Letter.

8.3 Notice of breach

8.3.1 If, between the date of this Agreement and Completion, anything (including any omission) occurs that results in any Warranty being materially untrue, inaccurate or misleading, or may result in it being so at Completion, the Sellers shall immediately give the Purchasers written notice of that event and its consequences in sufficient detail to enable the Purchasers to make an accurate assessment of the situation.

8.3.2 For the avoidance of doubt, any notice given pursuant to Clause 8.3.1 shall not constitute a disclosure for the purposes of Clause 8.2.

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8.4 Waiver of claims

Except in the case of fraud, each Seller undertakes to waive any rights, remedies or claims which any of them may have in respect of misrepresentation or inaccuracy in, or omission from, any information or advice supplied or given by any Relevant Company or any of their respective directors, officers, employees or agents in connection with the giving of any Warranty, the preparation of the Disclosure Letter or otherwise in connection with the negotiation of this Agreement.

9 Sellers' Liability

9.1 Liabilitv

9.1.1 Subject to the remainder of this Clause 9.1:

(a) all Commercial Wan^anties, undertakings and covenants made, given or entered into in this Agreement in respect of TML are made, given or entered into jointly and severally, and any liability under such Commercial Warranties, indemnities and covenants shall be borne by, and apportioned amongst, the relevant Seller in the proportions equal to their Proportional Liability and shall otherwise be subject to the terms set out in this Agreement; and

(b) all Commercial Warranties, undertakings and covenants made, given or entered into in this Agreement in respect of JJML are made, given or entered into solely by the JJML Seller and any liability under such Commercial Warranties, indemnities and covenants shall be borne solely by the JJML Seller.

9.1.2 It is acknowledged and agreed that all Fundamental Warranties are made, given or entered into severally and not: (i) jointly; or (ii) jointly and severally and each Seller is only responsible for his own actions or omissions and in respect of his own assets (including his Shares) and not the actions, omissions or assets (including any Shares) of any other person.

9.1.3 If any liability of one or more (but not all) of the Sellers is, or becomes illegal, invalid or unenforceable in any respect, that shall not affect or impair the liabilities of the Sellers under this Agreement.

9.2 Release of Sellers

9.2.1 The Purchasers may release or compromise the liability of any Seller or grant time or other indulgence to any Seller without releasing or reducing the liability of any other Seller.

9.2.2 Where a liability of one or more (but not all) of the Sellers is so released or compromised, any liability of the remaining Sellers shall not be affected (including increased) by such release or compromise.

10 Limitation of Sellers'liability

10.1 Time limits

10.1.1 The Sellers shall not be liable in respect of any Claim unless written notice of such Claim is given by the Purchasers to the Relevant Seller(s):

(a) in respect of the Fundamental Warranties, within three years after (and excluding) the Completion Date;

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(b) in respect of a Tax WaiTanty Claim, within seven years after the end of the financial year during which Completion occurs; and

(c) in the case of any other Claim, within 18 months after (and excluding) the Completion Date.

10.1.2 Any notice seived by the Purchasers pursuant to Clause 10.1.1 shall set out in reasonable detail the nature of the Claim in question and, if reasonably practicable, the Purchasers' estimate of the quantum of the Claim (without prejudice to the Purchasers being entitled to claim for a different amount).

10.1.3 The liability of the Sellers in respect of any Claim shall teraiinate absolutely if proceedings in respect of it shall not have been commenced by being both issued and served on the Relevant Seller(s) within the period of six months after (i) the date on which the Purchasers give notice of such Claim to the Relevant Seller(s) in accordance with Clause 10.1.1 or the date on which the Sellers give notice of such Claim to the Purchasers in accordance with Clause 8.3.1 (as the case may be) or, (ii) if later, the date on which the Claim ceases to be contingent for the purposes of Clause 10.1.4.

10.1.4 The Sellers shall not be liable for any Claim based upon a liability which is contingent only unless and until such contingent liability ceases to be contingent or becomes capable of being quantified (and provided further that the time periods set out in Clause 10.1.3 shall be suspended until such time as the liability ceases to be contingent), provided that if a contingent liability does not cease to be contingent within two years after the date on which the contingent liability arose ("Continuing Contingent Liability"), then the Purchasers shall not be entitled to make a Claim in respect of such Continuing Contingent Liability and the Sellers shall not be liable in respect of such Continuing Contingent Liability.

10.2 Monetarv limits

10.2.1 Subject to Clause 10.2.2, the Purchasers shall not be entitled to recover any amount in respect of:

(a) any Claim in respect of the TML Group unless the amount recoverable in respect of such Claim in respect of the TML Group, when aggregated with the amount of all other Claims in respect of the TML Group in respect of which the Purchasers are entitled to recover, exceeds €100,000,

(b) any Claim in respect of JJML unless the amount recoverable in respect of such Claim in respect of JJML, when aggregated with the amount of all other Claims in respect of JJML in respect of which the Purchasers are entitled to recover exceeds €100,000,

in which event the whole amount of all such Claims shall be recoverable and not merely the excess.

10.2.2 Clause 10.2.1 shall not apply to any Claim for breach of any of the Fundamental Warranties.

10.2.3 In respect of a Claim or any other claim under this Agreement, each Seller shall be responsible for his Proportional Liability of the amount of that Claim or other claim (as the case may be) and the maximum liability of a Seller in respect of that Claim or other claim (as the case may be) shall not exceed his Proportional Liability of the amount of that Claim or other claim (as the case may be).

10.2.4 Subject to Clauses 9.1.1 and 9.1.2, the aggregate liability of the Sellers:

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(a) in respect of the Warranties contained in paragraphs 6, 8, 9 and 10 of SCHEDULE 7 {The Warranties) shall be limited to, and shall in no event exceed, €9 million; and

(b) in respect of any and all other claims under this Agreement (including, any Leakage Claims) and Claims in respect of the Fundamental Warranties, the Tax Warranties or the Warranties contained in paragraphs 5 and 7 of SCHEDULE 7 {The Warranties) shall be limited to, and shall in no event exceed, €18 million.

10.3 Purchasers' actions

The Relevant Seller(s) shall not be liable in respect of any Claim to the extent that the Claim arises, or is increased, as a result of any matter or thing done, or omitted to be done, pursuant to and in compliance with this Agreement, or otherwise at the written request of the Purchasers.

10.4 Recovery from third parties

If the Sellers pay to the Purchasers an amount in respect of any Claim and the Purchasers or a Relevant Company subsequently recovers from a third party a sum which would not have been received but for the matter or circumstance which gave rise to the relevant Claim, each Purchaser shall repay to the Sellers as soon as practicable after receipt of such sum an amount equal to its Relevant Proportion of:

(a) such Relevant Seller(s)' Proportional Liability of the sum recovered from the third party; or

(b) if less, such Relevant Seller(s)' Proportional Liability of the amount previously paid by the Sellers to the Purchasers,

in either case, less (a) all costs reasonably incun-ed by any Purchaser or any member of the Purchasers' Group in the making of such recovery and (b) any Tax payable by any Purchaser or any member of the Purchasers' Group by reason of the recovery.

10.5 Double recovery

Neither the Purchasers nor any Relevant Company shall be entitled to recover damages in respect of any claim or otherwise obtain reimbursement or restitution more than once in respect of the same loss.

10.6 Other limitations

The Sellers shall not have any liability in respect of any Claim, to the extent that:

(a) a specifically identifiable provision or reserve in respect of the liability or the matter giving rise to the Claim in question was made in the Relevant Accounts;

(b) the Claim in question arises, or is increased, wholly or partly from an act or omission required by law;

(c) the Claim in question arises, or is increased, wholly or partly as a result of any change in any law made after the Completion Date having retrospective effect; or

(d) the matter giving rise to the Claim would not have arisen but for a voluntary act or transaction on the part of the Purchasers or any Relevant Company or any of their respective directors, employees or agents (excluding any such directors, employees

21

or agents who are Sellers) after Completion.

10.7 Fraud

None of the limitations contained in this Clause 10 shall have the effect of limiting, restricting or excluding any liability arising as a result of fraud.

11 Purchasers' warranties

11.1.1 Each Purchaser wawants to the Sellers that:

(a) is it a company duly incorporated under the laws of Jersey;

(b) it has full power and authority to enter into, deliver and perfonn its obligations under this Agreement and each of the other agreements to be entered into by it pursuant to or otheiwise in connection with this Agreement;

(c) this Agreement and each of the other agreements to be entered into by it pursuant to or othei-wise in connection with this Agreement will, when executed, constitute valid and binding obligations of it in accordance with its respective terms;

(d) the execution and delivery of, and the performance by it of its obligations under this Agreement and each of the other agreements to be entered into by it pursuant to or otherwise in connection with this Agreement will not:

(i) conflict with or result in a breach of any provision of the articles of association of it;

(ii) conflict with, result in a breach of or constitute a default under any agreement or instrument to which it is a party; or

(iii) conflict with or result in a breach of any law or regulation, or of any order, injunction, judgement or decree of any court, that applies to it; and

(e) the Purchasers and each member of the Purchasers' Group has at all times conducted its business in all material respects in accordance with Anti-Bribery Laws.

11.1.2 It is acknowledged and agreed that the warranties given in Clause 11.1.1 are made, given or entered into severally and not: (i) jointly; or (ii) jointly and severally and each Purchaser is only responsible for his own actions or omissions and in respect of his own assets and not the actions, omissions or assets of any other person.

11.1.3 If any liability of either Purchaser is, or becomes illegal, invalid or unenforceable in any respect, that shall not affect or impair the liabilities of the other Purchaser under this Agreement.

12 Maintenance

12.1 Maintenance

For a period of ten years after Completion, the Sellers shall maintain and (subject to any legal or professional privilege) provide, on request, copies to the Purchasers of any documents proprietary to the Sellers, which relate to the business carried on by the Relevant Company as at Completion.

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13 Announcements and Confidentiality

13.1 Announcements

13.1.1 Other than any announcement made by the Purchasers in connection with the Acquisition, no announcement concerning the sale of the Shares or any ancillary matter shall be made by any Party without the prior written approval of the other Party, such approval not to be unreasonably withheld or delayed. This sub-clause does not apply in the circumstances described in Clause 13.1.2.

13.1.2 A Party may make an announcement concerning the sale of the Shares or any ancillaiy matter if required by:

(a) law or regulation; or

(b) any securities exchange or regulatory or governmental body or any Taxation Authority to which that Party is subject or submits, wherever situated, whether or not the requirement has the force of law,

in which case, the Party concemed shall take all such steps as may be reasonable and practicable in the circumstances to agree to the contents of the announcement with the other Party before making the announcement.

13.2 Confidentialitv

13.2.1 Subject to Clause 13.2.2, each Party shall treat as strictly confidential and shall not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) that relates to:

(a) the provisions of this Agreement or any ancillary agreement;

(b) the negotiations relating to this Agreement and all ancillary agreements; or

(c) the Party.

13.2.2 Notwithstanding Clause 13.2.1, a Party may disclose or use infonnation if and to the extent:

(a) required by applicable law of any relevant jurisdiction or for the purposes of any Proceedings;

(b) required by any securities exchange or regulatory or governmental body or any Taxation Authority to which that party is subject or submits, wherever situated, whether or not the requirement for information has the force of law;

(c) that the disclosure is made to the professional advisers, auditors and actual or bona fide prospective providers of financing (including for the purposes of hedging, and in connection with any offering or syndication documents) of that Party (and any of their professional advisers and group undertakings) on a need to know basis and provided they have a duty (whether contractual or otherwise) to keep such information confidential;

(d) that the infonnation has come into the public domain through no fault of that Party; or

(e) that the other Party has given prior written consent to the disclosure,

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provided that any information disclosed pursuant to Clause 13.2.2(a) or 13.2.2(b) shall be disclosed (where reasonably practicable and not otheinvise prohibited by applicable law or regulation) only after notice has been given to the other Party of such requirement with a view to providing the other Party with the opportunity to contest such disclosure or use or otherwise agreeing to the content and timing of such disclosure.

13.3 Post-Completion

The restrictions contained in this Clause 13 shall continue to apply after Completion or the termination of this Agreement without limit in time.

14 Notices

14.1 Service of notices

14.1.1 Any notice to be given under this Agreement must be in English and in writing, and may be served by hand, by first class post or airmail (pre-paid and signed for in each case) or by fax or email to the address, fax number or email address (as applicable) given below, or to such other address, fax number or email address as may have been notified by any Party to the other Parties for this purpose (which shall supersede the previous address, fax number or email address (as applicable) from the date on which notice of the new address, fax number or email address is deemed to be served under this Clause 14).

Party

Canary Bidco

For tlie attention of

Farhad Karim

Address

40 Berkeley Square, London, W1J5AL

Fax Number

0207 451 4001

Email address

Realestateeuropeananotices@blackst one.com

with a copy (which shall not constitute notice) marked for the attention of David Holdsworth and Michael Steele to Kirkland & Ellis International LLP, 30 St Maiy Axe, London, EC3A 8AF or by email to david.holdsworth(5)kirkland.com and michael.steele(S)kirkland.com

Wren Bidco Farhad Karim

40 Berkeley Square, London, W1J5AL

0207 451 4001

Realestateeuropeananotices@blackst

one.com

with a copy (which shall not constitute notice) marked for the attention of David Holdsworth and Michael Steele to Kirkland & Ellis International LLP, 30 St Mary Axe, London, EC3A 8AF or by email to [email protected] and [email protected]

24

http://one.com

http://one.com

mailto:[email protected]


Minority Mark 5 La N/A [email protected] Sellers' Smith Rocque, Representative Le Mont

de la Rocque, St Brelade, Jersey JE3 8BQ

TML Majority The address set out in coluinn 1 of SCHEDULE 1 {The Sellers) opposite Seller

JJML Seller

the Majority Seller's name.

Victoria JTC N/A Hammond Group

PO Box 156, Ground Floor, Dorey Court Admiral Park, St Peter Port, Guernsey, Channel Islands GYl 4EU

[email protected]

Any notice sei-ved in accordance with Clause 14.1.1 shall be deemed to have been received:

(a) if delivered by hand, at the time of delivery;

(b) if sent by first class post, at 9.30 am on the second clear day after the date of posting;

(c) if sent by airmail, at 9.30 am on the fifth clear day after the date of posting; or

(d) if sent by fax or email, at the time of transmission by the sender,

provided that if a notice would otherwise be deemed to have been received outside Normal Business Hours, it shall instead be deemed to have been received at the recommencement of such Normal Business Hours.

14.2 Minoritv Sellers' Representative

14.2.1 The Minority Sellers' Representative shall act on behalf of the Minority Sellers in respect of this Agreement and, in particular:

(a) any notice or consent to be given by the Minority Sellers to the Purchasers under this Agreement may be given by the Minority Sellers' Representative on behalf of all the Minority Sellers; and

(b) any notice to be given by the Purchasers to the Minority Sellers under this Agreement shall be validly served on all the Minority Sellers (or any of them) if it is

25



served on the Minority Sellers' Representative in accordance with Clause 14.1.

14.2.2 The Minority Sellers (acting by a majority of the number of Shares sold) may at any time appoint a different person to act as the Minority Sellers' Representatives by written notice to the Purchasers, which appointment shall take effect from the date on which such notice is deemed to be served pursuant to Clause 14.1 or such later date as may be specified in the notice.

14.2.3 The Minority Sellers' Representatives shall give notice to all Minority Sellers of any notices received by them under this Agreement, but notwithstanding the foregoing the Purchasers may accept (and rely on) any notice or other document received by it under this Agreement from the Minority Sellers' Representative as conclusive evidence of the facts and of the validity of the instiTictions stated in it and as having been duly authorised, executed and delivered, and need not make any further enquiiy in relation thereto and may accept as such (and rely on) without enquiiy any document purporting to be such a notice or other document.

15 General

15.1 Further assurances

15.1.1 Insofar as it is able to do so after Completion, the Sellers shall (at the Purchasers' cost), on being required to do so by the Purchasers, do or procure the doing of all acts and/or execute or procure the execution of all documents as the Purchasers may reasonably consider necessary for vesting the Shares in the Purchasers in accordance with the tenns of this Agreement, without prejudice to clause 15.3.2.

15.2 Termination

If this Agreement is terminated pursuant to Clause 4.1.2 or 7.4(a) the Parties shall have no fiirther obligations under this Agreement, provided that:

(a) the Surviving Provisions shall survive termination; and

(b) (for the avoidance of doubt) termination shall be without prejudice to any rights, liabilities or obligations that have accrued prior to termination.

15.3 Costs and expenses

15.3.1 Save as provided pursuant to paragraph (g) of the definition of Permitted Leakage, each Party shall bear its own costs and expenses in relation to the negotiations leading up to the sale and purchase of the Shares and the preparation, execution and carrying into effect of the Share Purchase Documents.

15.3.2 Each Purchaser shall bear the cost of any stamp duty or stamp duty reserve tax payable on the purchase of the Shares to be acquired by each of them.

15.4 Entire Agreement

15.4.1 The Share Purchase Documents constitute the whole agreement between the Parties relating to the sale and purchase of the Shares to the exclusion of any terms implied by law that may be excluded by contract.

15.4.2 Except in the case of fraud, no Party shall have any right of action against any other Party arising out of or in connection with any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in

26

writing, relating to the subject matter of the Share Purchase Documents made or given by any person at any time prior to the date of this Agreement except to the extent it is expressly incorporated in the Share Purchase Documents.

15.5 Rights of third parties

15.5.1 Except as expressly stated in Clause 15.5.3 this Agreement does not confer any rights on any person or party under the Contracts (Rights of Third Parties) Act 1999.

15.5.2 The Parties may rescind, vaiy or temiinate this Agreement in accordance with its terms without the consent of or notice to any person on whom such rights are confeired.

15.5.3 With the prior written consent of each Purchaser, each Relevant Company, and each of their respective directors, officers, employees and agents may enforce the tenns of Clause 8.4 under the Contracts (Rights of Third Parties) Act 1999.

15.6 Variation

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of eachPaity.

15.7 Assignment

15.7.1 Subject to Clause 15.7.2, no Party may assign, grant any security interest over, hold on trust or otherwise transfer the benefit of, or its rights under, the whole or any part of this Agreement without, in the case of a Seller, the prior written consent of the Purchasers and, in the case of a Purchaser, the prior written consent of the TML Majority Seller and prior notification to the Minority Sellers.

15.7.2 Each Purchaser may assign the benefit of the whole or any part of, or any of its rights under, this Agreement to:

(a) an Affiliate;

(b) a purchaser of either it or a Relevant Company, or of all or substantially all of their respective assets, provided that such assignment shall not result in any increase of any Seller's liability under this Agreement or any ancillary agreement;

(c) its banks or other finance providers by way of security.

15.8 Remedies

The rights and remedies conferred on any Party by, or pursuant to, this Agreement are cumulative and are in addition, and without prejudice, to all other rights and remedies otherwise available to such Party at law.

15.9 Waiver

15.9.1 Any waiver of any tenn or condition of this Agreement, any breach of any term or condition of this Agreement or any right or remedy arising under this Agreement or at law must be in writing and signed by the person granting the waiver.

15.9.2 Except as expressly provided in Clause 10.1, no delay or omission by any Party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents referred to in it shall:

27

(a) affect that right, power or remedy; or

(b) operate as a waiver of it.

15.9.3 The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not, unless otheiwise expressly stated, preclude any other or further exercise of it or the exercise of any other right, power or remedy.

15.10 Invalidity

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

15.11 Counterparts

15.11.1 This Agreement may be executed in any number of counterparts, and by the parties to it on separate counterparts, but shall not be effective until each Party has executed at least one counterpart.

15.11.2 Each counterpart constitutes an original, and all the counterparts together constitute one and the same agreement.

15.12 Governing law

This Agreement and any non-contractual obligations arising out of or in cormection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Agreement) are governed by and shall be construed in accordance with the laws of England and Wales.

15.13 Jurisdiction

The Parties in^evocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Agreement or the negotiation of the transaction contemplated by this Agreement).

15.14 Agent for service of process

15.14.1 Each Purchaser iiTevocably appoints The Blackstone Group International LLP of 40 Berkeley Square, London, WIJ SAL, FAO: Farhad Karim and The European General Counsel, in England as its process agent to receive on its behalf service of process in any Proceedings in England. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by the relevant Purchaser).

15.14.2 The TML Majority Seller iirevocably appoints Peter McKay of Nicholsons Accountants, Bridge House, 25 Fiddlebridge Lane, Hatfield, Herts ALIO OSP in England as its process agent to receive on its behalf service of process in any Proceedings in England. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by the TML Majority Seller).

28

15.14.3 The JJML Seller irrevocably appoints Peter McKay of Nicholsons Accountants, Bridge House, 25 Fiddlebridge Lane, Hatfield, Herts ALIO OSP in England as its process agent to receive on its behalf seivice of process in any Proceedings in England. Such sei-vice shall be deemed completed on deliveiy to such process agent (whether or not it is forwarded to and received by the JJML Majority Seller).

15.14.4 A copy of any Sei vice Document sewed on an agent shall be sent by post to the TML Majority Seller. Failure or delay in so doing shall not prejudice the effectiveness of service of the Sei vice Document.

15.14.5 If for any reason the process agent of the TML Majority Seller or the Purchasers (as the case may be) ceases to be able to act as process agent or no longer has an address in England the relevant Party irrevocably agrees to appoint a substitute process agent acceptable to the other Party and to the other Party a copy of the new process agent's acceptance of that appointment within 30 days.

15.14.6 Nothing contained in this Agreement shall affect the right to sei ve process in any other maimer permitted by law.

29

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m

SCHEDULE 3 Purchasers

P a r t i

Particulars of the Purchasers

Name of company:

Registered number:

Date of incorporation:

Place of incorporation:

Registered office:

Registered authority:

Authorised share capital:

Canary Bidco Ltd.

124035

12 June 2017

Jersey

c/o Intertrast 44 Esplanade JE4 9WG St Helier Jersey

Wren Bidco Ltd.

124036

12 June 2017

Jersey

c/o Intertrust 44 Esplanade JE4 9WG St Helier Jersey

JFSC Companies Registry JFSC Companies Registry

GBP 100.00 GBP 100.00

Part 2

Purchasers' Proportional Acquisition of the Relevant Companies

Name of Relevant Company: Canaiy Bidco Ltd.

Proportion to be acquired of 90% Taliesin Management Limited:

Proportion to be acquired of JJ 90% Investment Management Limited:

Wren Bidco Ltd.

10%

10%

35

SCHEDULE 4 Condition

1. the Scheme of An-angement becoming effective in accordance with its ternis or, if the Acquisition is implemented by way of a Takeover Offer, the Acquisition becoming declared unconditional in all respects.

36

SCHEDULE 5 Completion Obligations

1. On Completion, the Sellers shall deliver or make available to the Purchasers or the Purchasers' Lawyers the following:

(a) transfers of the Shares duly executed by the registered holders in favour of the relevant Purchaser or as such relevant Purchaser may direct accompanied by the relevant share certificates (or an express indemnity in a fonn reasonably satisfactoiy to such relevant Purchaser in the case of any certificate found to be missing) and any power of attorney or other authority under which any transfer is executed on behalf of any Seller or nominee;

(b) if required by a Purchaser, iiTcvocable powers of attorney (in such fonn as such Purchaser may reasonably require) executed by each of the holders of the Shares in favour of such Purchaser to enable such Purchaser (pending registration of the relevant transfers) to exercise all voting and other rights attaching to the Shares to be acquired by it and to appoint proxies for this puipose;

(c) a written resignation letter and waiver of claims in the Agreed Foim duly executed by Mark Smith (executed as a deed) acknowledging that he has no claim against JJML in respect of the employment agreement dated 10 December 2015 entered into between Mark Smith and JJML for breach of contract, wrongful dismissal, unfair dismissal, redundancy or compensation for loss of office or on any other account whatsoever and that, save for the employment agreement described above, no agreement or arrangement is outstanding under which JJML has or could have any obligation to him;

(d) a written resignation letter and waiver of claims in the Agreed Fonxi duly executed by Paul Silver (executed as a deed) acknowledging that he has no claim against TML in respect of the employment agreement dated 03 April 2017 entered into between Paul Silver and TML for breach of contract, wrongful dismissal, unfair dismissal, redundancy or compensation for loss of office or on any other account whatsoever and that, save for the employment agreement described above, no agreement or an^angement is outstanding under which TML has or could have any obligation to him;

(e) the written resignations of each of Paul Clifford Luke, Paul Gerald Stuart Silver, Mark Smith, Martin Alexander Kuffer, Alistair J Rothwell and Luc Guillou from his office as a director or secretary and as an employee of each Relevant Company to take effect on the Completion Date together with a written acknowledgement by each such person (executed as a deed) that he has no claim against any Relevant Company for breach of contract, wrongfiil dismissal, unfair dismissal, redundancy or compensation for loss of office or on any other account whatsoever and that no agreement or arrangement is outstanding under which any Relevant Company has or could have any obligation to him;

(f) the written resignations of the auditors of each Relevant Company to take effect on the Completion Date, with acknowledgements signed by each of them in a form satisfactory to the Purchasers to the effect that they have no claim against any Relevant Company and, in respect of the written resignation of the auditors of JJML containing the statement referred to in Article 113A of the Companies Law (Jersey) to the effect that there are no circumstances connected with their ceasing to hold

37

office which they consider should be brought to the notice of the members or creditors of any Relevant Company;

(g) the certificates of incorporation, corporate seals (if any), cheque books, minute books, JJML Investment Agreement, TML Investment Agreeinent and statutoiy books of each Relevant Company (duly written up to but not including the Completion Date) and the share certificates (or an express indemnity in a forni reasonably satisfactoiy to such relevant Purchaser in the case of any certificate found to be missing) in respect of each of the Subsidiaries, insofar as they are not held by or to the order of the Relevant Company;

(h) bank statements in the possession of the Sellers or the Relevant Companies of all bank accounts of all Relevant Companies as at the Completion Date;

(i) a duly executed notarial deed with respect to the transfer of the Core Share and the updated shareholder list {Gesellschafterliste) of Core; and

(j) a duly executed notarial deed with respect to the transfer of the Raumerei Share and the updated shareholder list {Gesellschafterliste) of Raumerei.

2. On Completion, the Sellers shall procure the passing of board resolutions of each Relevant Company, among other things:

(a) (if so required by the Purchasers) revoking all existing authorities to bankers in respect of the operation of that Relevant Company's bank accounts and giving authority in favour of such persons as the Purchasers may nominate to operate such accounts;

(b) in the case of the TML and JJML only, approving the registration of the share transfers referred to in paragraph 1(a) of this Schedule subject only to their being duly stamped, if applicable;

(c) accepting the resignations referred to in paragraph 1(e) of this Schedule and appointing such persons as the Purchasers may nominate as directors and secretary (if any);

(d) approving the appointment of such directors and such company secretary of the Relevant Companies that are notified by the Purchasers to the TML Majority Seller and the JJML Seller prior to Completion;

(e) accepting the resignations refen^ed to in paragraph 1(f) of this Schedule and proposing a written shareholders' resolution to appoint such auditors of each Relevant Company that are notified by the Purchasers to the TML Majority Seller and the JJML Seller prior to Completion; and

(f) cancelling the existing bank mandates given by each Relevant Company;

and shall deliver to the Purchasers copies of such resolutions.

Part 2 The Purchasers' obligations

38

1. On Completion, each Purchaser shall deliver to the Sellers a certified copy of the minutes of a duly held meeting of the directors of that Purchaser authorising this Agreement and the other transactions contemplated by this Agreement

Parts General

1. All documents and items delivered at Completion pursuant to SCHEDULE 5 {Completion Obligations) shall be held by the recipient to the order of the person delivering the same until such time as Completion shall be deemed to have taken place. Simultaneously with:

(a) deliveiy of all documents and items required to be delivered at Completion in accordance with this Schedule (or waiver of the deliveiy of it by the person entitled to receive the relevant document or item); and

(b) the transfer of an amount equal to the Aggregate Consideration payable in respect of the Shares in accordance with Part 2 above,

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

39

SCHEDULE 6 Conduct of Business prior to Completion

1. make any material change in the nature or organisation of its business or discontinue or cease to operate all or a material part of its business;

2. acquire or dispose of, or agree to acquire or dispose of, any revenues, assets, business or undertakings or assume or incur, or agree to assume or incur, or othei-wise take steps reasonably expected to result in, a liability, obligation or expense (actual or contingent) other than in the ordinaiy course of business and on ami's length terms;

3. enter into any agreement or incur any commitment involving any capital expenditure or other obligation to pay any amount (whether to the counterparty to such agreement or commitment or any other person), or incur any other expenditure;

4. enter into or amend any other agreement or incur any other commitment that is not in the ordinary course of business;

5. alter, amend, vary or terminate or agree to alter, amend, vary or tenninate the JJML Investment Agreement and the TML Investment Agreement;

6. save as required by law, make any amendment to the terms and conditions of employment (including remuneration, pension entitlements and other benefits) of any Senior Employee (other than minor increases in emoluments made in the ordinary course of business consistent with past practice) or commence, compromise, settle or waive any claim by any employee against the Relevant Company;

7. offer to engage any new employee;

8. dismiss any Senior Employee or 2 or more employees, other than for cause or unless not to do so would materially damage its business;

9. announce any restructuring of the business which involves dismissal or reclassification of employees;

10. discontinue or amend, any pension scheme or commence winding up or termination of any pension scheme or cause it to cease to admit new members or communicate to employees a plan, proposal or intention to discontinue, amend, wind up, terminate or cease to admit;

11. incur any additional borrowings;

12. make any loan, other than credit extended in the ordinary course of business consistent with past practice on arm's length terms or, in the case of TML, to another TML Group Company;

13. create any Encumbrance over any of its assets or undertaking, other than, in the case of TML, in favour of another TML Group Company;

14. enter into any guarantee or indemnity or other agreement to secure, or incur financial or other credit support obligations with respect to, another person's (other than, in the case of TML, to another TML Group Company's) obligation;

15. create, allot, issue, acquire, repay, redeem, reduce or repurchase any share or loan capital or agree to do so or acquire or agree to acquire any share or other interest in any company;

40

16. declare, make or pay any dividend or other distribution to its shareholders (other than, in the case of TML, to another TML Group Company);

17. alter or agree to alter the articles of association or other constitutional documents of any Relevant Company;

18. alter, amend or vaiy or agree to alter, amend or vary the accounting policies of any Relevant Company, unless such alteration, amendment or variation is required by law or relevant accounting requirements;

19. seek or agree to a Tax mling or file any Tax return, claim, election or other document relating to Tax on a basis materially inconsistent with past practice or materially alter its Tax reporting or payment practices or change its Tax residence or establish a new permanent establishment in any jurisdicdon for Tax puiposes;

20. commence, compromise or settle any civil or criminal litigation or arbitration proceedings (other than debt recovery matters in the ordinary course);

21. enter into, or amend, any contract, understanding or an-angement with the Sellers or their Affiliates;

22. enter into, amend in a material respect or terminate any collective bargaining agreement; or

23. authorise or agree to do or take any of the foregoing acts or matters.

41

SCHEDULE 7 The Warranties

Infontiation

The facts set out in SCHEDULE 1 {The Sellers) and SCHEDULE 2 {The Company and the Subsidiaries) are tme and accurate.

Share capital and the Relevant Companv's constitution

(a) The:

(i) TML Shares comprise the whole of the issued share capital of TML and there are no shares in the capital of TML allotted but not issued: and

(ii) the JJML Shares comprise the whole of the issued share capital of JJML and are fiilly paid up and there are no shares in the capital of JJML allotted but not issued.

(b) Save only as provided in this Agreement, there are no agreements or arrangements in force which call for the present or fiiture creation, allotment, issue, transfer, redemption or repayment of, or grant to any person the right (whether exercisable now or in the future and whether conditional or not) to call for the creation, allotment, issue, transfer, redemption or repayment of, any share capital of the Relevant Company (including by way of option or under any right of conversion or preemption).

Solvency

No (a) order has been made and no resolution has been passed for the winding up of any Relevant Company and no petition has been presented to any Relevant Company and no meeting has been convened for the purpose of winding up any Relevant Company (b) administrative receiver or administrator has been appointed in respect of any Relevant Company and no petition has been presented for an administration order to be made in relation to any Relevant Company (c) no voluntary arrangement, compromise or similar arrangement with creditors has been proposed, agreed or sanctioned in respect of any Relevant Company (d) Relevant Company is unable to pay its debts as they fall due or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (the reference in that section to proving to the satisfaction of the court being disregarded) and (e) no event or circumstance has occuired or exists in respect of a Relevant Company analogous to those described in paragraphs (a) to (d) above.

The Group Companies

(a) Each Relevant Seller is the sole legal and beneficial owner and is entitled to sell and transfer the fiill legal and beneficial ownership of the Shares set out opposite his/its name in columns 2, 3 and 4 (as applicable) of Part 1 and 2 (as applicable) of SCHEDULE 1 {The Sellers) and otherwise on the terms set out in this Agreement and such Shares constitute the whole of such person's interest in the issued and allotted share capital of the Relevant Company.

(b) Each Relevant Seller(s) has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents which are to be entered into by him/it pursuant to or otherwise in connection with this Agreement.

42

(c) in the case of a Seller that is a body coi-porate:

(i) is it a company duly incorporated under the laws of the jurisdiction of its incoiporation;

(ii) the execution and delivery of, and the perfonnance by it of its obligations under this Agreement and each of the other agreements to be entered into by it pursuant to or otherwise in connection with this Agreement will not:

(A) conflict with or result in a breach of any provision of the articles of association of it;

(B) conflict with, result in a breach of or constitute a default under any agreement or instrument to which it is a party; or

(C) conflict with or result in a breach of any law or regulation, or of any order, injunction, judgement or decree of any court, that applies to it; and

(d) TML legally and beneficially owns the entire issued share capital of the Subsidiaries, in each case free from all Encumbrances and the share capital of each of the Subsidiaries is fully paid up and properly and validly allotted and issued.

(e) Save for the Subsidiaries, no Relevant Company (a) has any subsidiaries or subsidiary undertakings, any interest in the share capital of any other body corporate or agreed to acquire any such interest, or (b) is, or has agreed to become, a member of any partnership or other unincoiporated association, joint venture or consortium.

(f) No Relevant Company:

(i) has any mortgages, charges, debentures or guarantees (save for the charges set out in SCHEDULE 2 {The Company and the Subsidiaries)); and

(ii) is a party to any litigation or arbitration and so far as the Relevant Seller(s) are aware there is no litigation, arbitration or other legal proceedings pending or threatened against it, and the Relevant Seller(s) know of no circumstances which are likely to give rise to any such proceedings.

5. Financial information

(a) The Relevant Accounts:

(i) comply with the requirements of the Companies Law (Jersey) in respect of JJML and the Companies Act (UK) in respect of TML;

(ii) have been properly prepared in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (in the case of TML and JJML) and HGB (the German Commercial Code) applicable in Germany (in the case of TDL) and, except as disclosed therein, on a basis consistent with the accounts of the Relevant Company in respect of the three years prior to the Accounts Date; and

43

(iii) show a tme and fair view of the state of affairs of the Relevant Company as at the Accounts Date and of its profit or loss for the financial year ended on the Accounts Date.

(b) Since the Accounts Date:

(i) each Relevant Company has carried on its business in the ordinary course and so as to maintain the business as a going concern and there has been no material adverse change in the financial or trading position of each Relevant Company;

(ii) there has been no material adverse change in the financial or trading position of each Relevant Company;

(iii) no resolution of the shareholders of a Relevant Company has been passed;

(iv) no Relevant Company has declared, made or paid any dividend or other distribution of capital or income (whether in cash or in specie) nor has any Relevant Company reduced, repaid, redeemed or purchased or become liable to purchase its share or loan capital and no loan of any Relevant Company has been repaid in whole or in part or has become liable to be repaid;

(v) no Relevant Company has made any change to the tenns of employment of any director or employee who, on the Accounts Date, was entitled to a basic salary in excess of €40,000 per annum;

(vi) no Relevant Company has entered into, or agreed to enter into, any capital commitment(s) (whether individually or in aggregate) in excess of €25,000 nor has any Relevant Company disposed of, acquired, agreed to acquire or dispose of, or realised any capital asset(s) (whether individually or in aggregate) in excess of €25,000;

(vii) there has been no change in the manner or time of issue of invoices or the manner or policy in relation to the collection of debts (including in relation to the timeframes agreed with creditors for the payment of amounts owed to any Relevant Company);

(viii) each Relevant Company has paid its creditors within the times agreed with such creditors as at the date of this Agreement;

(ix) no Relevant Company has borrowed or lent or agreed to boiTow or lend any money or given or taken any form of financial or other security; and

(x) there has been no change in the accounting methods, principles or practices applied by any Relevant Company and there has been no revaluation of any Relevant Company's assets.

6. Financial arrangements

No Relevant Company has any assets or liabilities other than those set out in the Relevant Accounts.

7. Compliance with laws and regulation

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(a) Compliance with laws

(i) Each Relevant Company has at all times conducted its business in all material respects in accordance with all applicable laws and regulations (having the force of law) (including (A) Anti-Bribeiy Laws, (B) Money Laundering Laws, (C) in the case of TML, the UK Modern Slavery Act 2015 (in the case of TML), (D) any applicable laws relating to economic or trade sanctions, (E) any applicable laws or regulations implemented by the Office of Foreign Assets Control of the United States, the United Nations, the European Union, Her Majesty's Treasury and (F) applicable data protection legislation). Each Relevant Company has policies and procedures in place relating to compliance with Anti-Bribeiy Laws, Money Laundering Laws and, in the case of TML, the UK Modern Slavery Act 2015 and true and complete copies of all such policies and procedures are included in the Data Room.

(ii) No Relevant Company has been subject to any complaint, investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any person regarding any offence or alleged offence under data protection legislation or Anti-Bribeiy Laws, and, no such investigation, inquiry or proceedings have been threatened or are pending and so far as the Sellers are aware, there are no circumstances which currently exist which are likely to give rise to any such complaint, investigation, inquiry or proceedings.

(iii) No Relevant Company is and no Relevant Company has been, and, so far as the Sellers are aware, no director, officer, employee, consultant, agent or Associated Person to any Relevant Company is or has been, the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under anti-bribery, anti-corraption or anti-fraud legislation, and no such investigation, inquiry or proceedings have been threatened or are pending and so far as the Sellers are aware there are no circumstances which currently exist which are likely to give rise to any such investigation, inquiry or proceedings.

(iv) No Relevant Company is ineligible to be awarded any contract or business under subpart 9.4 of the U.S. Federal Acquisition Regulation 2005, and no Relevant Company has received notice from any competent authority to the effect that that Relevant Company is, or is likely to be, ineligible to be awarded any contract or business under any legislation enacted pursuant to Article 45 of the Public Sector Procurement Directive (Directive 2004/18/EC) or any similar law goveming eligibility for public procurement contracts in any jurisdiction.

(v) No Relevant Company nor any of its directors, officers, employees, consultants, agents or other persons associated with it has, in furtherance of or in cormection with the business of such Relevant Company:

(A) offered, promised or given any financial or other advantage to any person with the intention of inducing a person (who need not be the recipient of the advantage) to perform his or her function improperly, or where the acceptance of such advantage would itself constitute the improper performance of a relevant function or activity;

45

(B) requested, agreed to receive or accepted any financial or other advantage where this would be improper or likely to induce the recipient to improperly perfomi his or her role; or

(C) offered, promised or given any financial or other advantage to a public official (or to any other person at the request of, or with the acquiescence of, a public official) with the intention of influencing that public official in the performance of his or her public functions, whether or not that perfonnance would be improper.

(vi) Since 3 March 2017, Timothy Scorah Lynn has not canied out any activities on behalf of TML (whether as an employee, director, agent or otherwise).

ANLA

JJML has at all times maintained its ANLA Ratio in compliance with the minimum ANLA Ratio requirements under applicable laws and has at all times up to the date of this Agreement maintained its ANLA Ratio at 130% or greater. So far as the Sellers are aware there are no circumstances which are likely to result in such ANLA Ratio being less than 130% at any time during the period of 12 months from the date of this Agreement. In maintaining its ANLA Ratio at 130% or greater JJML has not relied, and does not rely, on any loan or other facility or benefit provided to JJML by the JJML Seller or any members of their group. For the puiposes of this paragraph, "ANLA Ratio" means the suiplus of Adjusted Net Liquid Assets over Expenditure Requirements expressed as a ratio, as those expressions are defined and as such suiplus is to be calculated pursuant to the Financial Services (Jersey) Law 1998 and the Codes of Practice and Guidance issued by the Jersey Financial Services Commission pursuant thereto as amended from time to time. Notwithstanding any other provision of this Agreement the giving of this warranty is not qualified, or limited in any way, by any matter set out in, or documents attached to, the Disclosure Letter.

Data Room

The Data Room was collated in good faith and no Relevant Seller has knowingly disclosed any matter which is untme.

Employees and Pensions

(a) The Data Room contains details of (i) the names and job title of; (ii) the date of commencement of continuous employment of; (iii) the notice period of; and (iv) all remuneration payable and other benefits provided to, in each case, the employees of each Relevant Company at the date of this Agreement.

(b) No Relevant Company has any obligation (whether legally binding or not) to: (i) pay any pension; (ii) make any other payment on or after retirement or death or during periods of sickness or disability (whether of a temporaiy or permanent nature); or (iii) otherwise to provide Relevant Benefits, in each case to, or in respect of, any person who is now or , so far as the Sellers are aware, has been an officer or employee of any Relevant Company or spouse or dependent of such officer or employee.

Taxation

(a) The Relevant Companies have paid all Taxation which they are each liable to pay within requisite time periods and have each filed all their Tax returns on

46

time and maintain accurate records to support all filings made. The Relevant Accounts contain provisions in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (in the case of TML and JJML) and HGB, the Financial Reporting Standard applicable in Geimany (in the case of TDL), for all Taxation in respect of the period up to the Accounts Date, including the provisions for payments in respect of consultancy services provided by Martin Kuffer for the purposes of calculating the corporation tax creditor in the Relevant Accounts have been accurately calculated.

(b) The Relevant Companies are not and have not been subject to or involved in, or, so far as the Relevant Sellers are aware, are not likely to be subject to or involved in any audit, visit, investigation, dispute or litigation involving or with any Taxation Authority and, so far as the Relevant Sellers are aware, there are no circumstances which are likely to result in that Relevant Company becoming liable to pay any fine penalty, charge, surcharge or interest.

(c) The Relevant Companies are and have at all times been exclusively resident for all Tax purposes and subject to Taxation in their jurisdiction of incorporation only, and have not at any time been resident or had any branch, agency or permanent establishment in any other jurisdiction for any Taxation purpose.

(d) Since the Accounts Date, no Relevant Company has been involved in any transaction outside the ordinaiy course of business which has given rise to or could give rise to a material Tax liability or would have given rise to such a liability but for the availability of any Tax relief

(e) Neither the Completion of this transaction or any transactions contemplated by this agreement will give rise to any degrouping charges or clawback of any tax reliefs previously claimed.

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This share purchase agreement is entered into by the Parties and takes effect on the date written at the beginning of this Agreement.

Signatures

Signed by MARK SMITH . / / / ^ /• JL^—-

MmUfmll (Signature of named signatory)

Scanned by CamScanner

Signed by Marie Jarvis and Gillian Ralston Jordan for and on behalf of Breton Limited in k A its capacity as sole director of \ \ ^ SAM (GUERNSEY) LIMITED ' "^

(Signature of named signatoiy)

Signed by PAUL CLfFFORD LUKE

(Signature of named signatory)

/ -^

Signed by TIMOTHYSCORAHLYNN

(Signature of nanited^i^natoi'y)

This share purchase agreement is entered into by the Parties and takes effect on the date written at the beginning of this Agreement.

Signatures

ii/---\J Signed by for and on behalf of // WREN BIDCO LIMITED

Diana Hoffmann (Signat^ of named signatory)

Authorised Signatory /

[Signature Page to the IM SPA]

Signed by I z f f W ^ for and on behalf of | CANARY BIDCO LIMITED <|

Jean^Francois Bossy (Signature of named signatoiy)

Authorised Signatory

[Signature Page to the IM SPA]