Common use of Leakage Clause in Contracts

Leakage. 7.1 The Seller undertakes to the Purchaser that since the Locked-Box Date neither it nor any of its Related Persons has received any Leakage nor will it or any of it Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.3 The Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after it becomes aware of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2. 7.4 If any Leakage is received by the Seller or any of its Related Persons between the Locked-Box Date and Completion the Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.5 If any Leakage is received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser of any Leakage received by or paid for the benefit of it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as the case may be) prior to or on Completion, the Purchaser shall be entitled to set off an amount equal to such Leakage notified to it by either the Seller or the relevant Management Shareholder (the “Leakage Set-Off Amount”) against (in the case of Leakage to the Seller or one of its Related Persons) the Net Equity Value to be paid to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (and the Seller, AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation of AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Shareholder or one of his Related Persons) the Management Consideration to be paid to the Management Shareholder who has received or had paid for the benefit of it, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the payment of the net amount of the Net Equity Value or the Management Consideration shall be an absolute discharge of the Purchaser’s obligations to pay the Net Equity Value or the Management Consideration pursuant to clause 6.2(d) and an absolute discharge of the Seller’s obligation to pay such amount pursuant to clause 7.4 or any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 unless the Purchaser has notified the Seller or the relevant Management Shareholder (as the case may be) in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail the nature of such Leakage and, if practicable, the amount claimed, on or before the date falling three (3) months after the date on which the auditors of the Company sign their audit report on the first set of annual accounts (within the meaning of Section 471(1) of the Companies Act) of the Company in respect of the first financial period of the Company ending after the Completion Date. 7.8 No liability shall attach to the Seller or any Management Shareholder in relation to an amount of Leakage to the extent that such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly the Purchaser may only recover once in respect of any particular item of Leakage. 7.9 The aggregate maximum liability of the Seller under this clause 7 shall not in any circumstances exceed the Net Equity Value. 7.10 The aggregate maximum liability of a Management Shareholder under this clause 7 shall not in any circumstances exceed the Management Consideration payable to that Management Shareholder.

Leakage. 7.1 The 8.1 Each Seller severally undertakes to the Purchaser that that: (a) as at the date of this Agreement, since the Locked-Locked Box Date neither Date, there has not been any Leakage to or for the benefit of it nor any of or its Related Persons has received any Leakage nor and that none will it or any of it Related Persons receive any Leakage occur from (and including) the date of this Agreement up to (and including) Completion; and (b) other than agreements or arrangements in respect of Permitted Leakage, no arrangement or agreement that has or will result in Leakage to or for the benefit of it or its Related Persons being incurred at any time after (and including) the Locked Box Date has at any time been made or entered into and no such arrangement or agreement shall be entered into from the date of this Agreement until (and including) Completion. 7.2 Each Management Shareholder severally undertakes 8.2 If any breach of clause 8.1 occurs, provided that the Purchaser has notified each Relevant Seller in writing of its obligation to make such payment within eight months of the Completion Date, providing reasonably sufficient evidence as to the quantum of such Leakage, each Relevant Seller shall, on five Business Days’ notice by the Purchaser, pay to the Purchaser that since (or, at the Locked-Box Date neither he nor Purchaser’s election, any Group Company) an amount (on a pound for pound basis) in cash equal to the amount of his Related Persons has received any Leakage nor will he received by or for the benefit of such Relevant Seller or any of his its Related Persons receive any Leakage plus an incremental amount calculated at a rate of 5.00% per annum from (and including) the date on which such Leakage occurred to (but excluding) the date the amount is received by the Purchaser together with any other costs and expenses (including Tax) reasonably incurred by the Purchaser or any member of the Purchaser’s Group in connection with the investigation and recovery of such amount. Once such payment has been made pursuant to this clause 8.2, the Relevant Seller shall have no further liability under this Agreement up with respect to (and the acts or omissions giving rise to such Leakage, including, in particular, any liability under clause 8.1(a) Completionor 8.1(b). 7.3 The 8.3 Each Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after it becomes becoming aware of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.28.1. 7.4 8.4 If any Leakage Seller is received by the Seller required to make a deduction or any withholding for or on account of its Related Persons between the Locked-Box Date and Completion the Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made under clause 8.2 above or if a payment received in accordance with sub-clauses (i) or (ii) aboveclause 8.2 above is subject to Tax in the hands of the Purchaser, each Relevant Seller shall pay such additional amount as will leave the Purchaser is left with the same amount as it would have received had if the payment was not been subject to any such Tax. 7.5 If . To the extent that any Leakage is received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by such additional amount results in the Purchaser pay to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as obtaining a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser of any Leakage received by or paid for the benefit of it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as the case may be) prior to or on Completionrelief, the Purchaser shall be entitled pay to set off an amount equal to such Leakage notified to it by either the Seller or the relevant Management Shareholder (the “Leakage Set-Off Amount”) against (in the case of Leakage to the Seller or one of its Related Persons) the Net Equity Value to be paid to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (and the each Relevant Seller, AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation within five Business Days of AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Shareholder or one of his Related Persons) the Management Consideration to be paid to the Management Shareholder who has received or had paid for obtaining the benefit of itthe relief, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the payment of the net amount of the Net Equity Value or the Management Consideration shall be an absolute discharge of the Purchaser’s obligations to pay the Net Equity Value or the Management Consideration pursuant to clause 6.2(d) and an absolute discharge of the Seller’s obligation to pay such amount pursuant to clause 7.4 or any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 unless the Purchaser has notified the Seller or the relevant Management Shareholder (as the case may be) in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail the nature of such Leakage and, if practicable, the amount claimed, on or before the date falling three (3) months after the date on which the auditors of the Company sign their audit report on the first set of annual accounts (within the meaning of Section 471(1) of the Companies Act) of the Company in respect of the first financial period of the Company ending after the Completion Date. 7.8 No liability shall attach to the Seller or any Management Shareholder in relation to an amount of Leakage (to the extent that such Leakage has been recovered be determined by the Purchaser from another party acting reasonably) equal to this Agreement and accordingly the Purchaser may only recover once in respect of any particular item of Leakage. 7.9 The aggregate maximum liability 75% of the Seller under this clause 7 shall not in any circumstances exceed lesser of the Net Equity Valueactual cash Tax saving from the utilisation of such relief obtained and the additional amount. 7.10 The aggregate maximum liability of a Management Shareholder under this clause 7 shall not in any circumstances exceed the Management Consideration payable to that Management Shareholder.

Leakage. 7.1 The 6.1 Each Seller undertakes to the Purchaser that since the Locked-Box Date neither it nor any of its Related Persons has received any Leakage nor will it or any of it Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.3 The Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after it becomes aware of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2. 7.4 If any Leakage is received by the Seller or any of its Related Persons between the Locked-Box Date and Completion the Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.5 If any Leakage is received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser respect of any Leakage received by or paid for on behalf of that Seller or that Seller’s Leakage Parties) severally undertakes to the benefit Buyer that since the Locked Box Date until Completion there has not been any Leakage. Each Seller severally undertakes to pay in cash to the Buyer within 15 Business Days of it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as a valid written demand from the case may be) prior to or on Completion, the Purchaser shall be entitled to set off Buyer an amount equal to the value or amount of any such Leakage notified actually received (plus any amount of Leakage falling in sub-paragraph (j) of the definition of Leakage if and to it by either the Seller extent such Taxation relates to the amount or value received), provided that any payment pursuant to this clause arising in respect of a deferral (as referred to in limb (e) of the definition of Leakage) shall be treated as a repayment of the amount so deferred and the Buyer shall procure that the relevant Management Shareholder (Seller’s obligations in respect of the “Leakage Set-Off Amount”) against (in the case of Leakage relevant debt or liability is released or waived to the extent of such payment. 6.2 A Seller or one shall not be liable for any claim under clause 6.1 unless notice of its Related Persons) a claim is given by the Net Equity Value to be paid Buyer to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (and the Seller, AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation of AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Shareholder or one of his Related Persons) the Management Consideration to be paid to the Management Shareholder who has received or had paid for the benefit of it, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the payment of the net amount of the Net Equity Value or the Management Consideration shall be an absolute discharge of the Purchaser’s obligations to pay the Net Equity Value or the Management Consideration pursuant to clause 6.2(d) and an absolute discharge of the Seller’s obligation to pay such amount pursuant to clause 7.4 or any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 unless the Purchaser has notified the Seller or the relevant Management Shareholder (as the case may be) in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail the nature of such Leakage and, if practicable, the amount claimed, Sellers on or before the date falling three (3) 6 months after the date on which of Completion save in the auditors event of fraud or dishonesty. 6.3 The only remedy of the Company sign their audit report on the first set of annual accounts (within the meaning of Section 471(1) of the Companies Act) of the Company Buyer in respect of Leakage shall be that provided under clause 6.1 and the first financial period of the Company ending after the Completion Date. 7.8 No liability Buyer shall attach only be entitled to the Seller or any Management Shareholder in relation to an amount of Leakage to the extent that such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly the Purchaser may only recover once in respect of any particular item of Leakage. 7.9 The aggregate maximum 6.4 Subject to clause 6.6, the liability of the each Seller under this clause 7 6.1 shall not in any circumstances exceed the Net Equity Valueaggregate of (i) any sums or value actually received by or on behalf of such Seller (or any Leakage Party of such Seller) or in respect of which such Seller (or any Leakage Party of such Seller) has benefited; and (ii) any amount of Leakage falling in sub-paragraph (j) of the definition of Leakage if and to the extent such Taxation relates to the amount or value received. 7.10 The aggregate maximum 6.5 Except as required by law all payments by the Sellers under clause 6.1 will be made free and clear of all deductions and withholdings in respect of Taxation. 6.6 If any deduction or withholding is required by law to be made from any payment by any Seller under clause 6.1 or if the Buyer is subject to Taxation in respect of any payment by that Seller under clause 6.1, that Seller shall pay to the Buyer such additional amount as is necessary to ensure that the net amount received and retained by the Buyer (after taking account of such deduction or withholding or Taxation) is equal to the amount which it would have received and retained had the payment in question not been subject to the deduction or withholding or Taxation. 6.7 In the event of the assignment of this Agreement by the Buyer, the Sellers’ liability of a Management Shareholder to the assignee under this clause 7 shall not in any circumstances exceed 6.6 will be no greater than it would have been to the Management Consideration payable to that Management ShareholderBuyer.

Leakage. 7.1 The Subject to Completion having occurred, each Seller undertakes to the Purchaser that since the Locked-Box Date neither it nor any of its Related Persons has received any Leakage nor will it or any of it Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.3 The Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after it becomes aware of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2. 7.4 If any Leakage is received by the Seller or any of its Related Persons between the Locked-Box Date and Completion the Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser Buyer within 10 Business Days of written demand from the Buyer, an amount in cash equal toto the value or amount of any Leakage received by, or which has benefitted, that Seller or any of their Related Person. 7.2 Any Leakage falling within: (ia) paragraph (j) and (k)(i) (and any corresponding Leakage under paragraph (l)) of the amount necessary definition of Leakage shall be deemed to put the relevant Target Company into the position they would have been received by each of the Sellers in if the Leakage in breach of clause 7.1 had not occurredtheir Respective Proportions; (iib) all reasonable costs paragraph (j)(ii) (and expenses any corresponding Leakage under paragraph (includingl)) of the definition of Leakage shall be deemed to have been received by each of those Sellers who, without limitationor whose Related Persons, legal and other professional fees and costs, penalties and expensesreceived or benefitted from the relevant Leakage referred to in paragraphs (a) incurred by to (i) of the Purchaser definition of Leakage to which it relates (the “Primary Costs Leakage”) in the proportions that the amount or any Target Company as a result cash equivalent value of such Primary Costs Leakage which that Seller or its Related Persons received or benefitted from bears to the aggregate amount or cash equivalent value of such Primary Costs Leakage; and (iiic) any paragraph (m) of the definition of Leakage shall be deemed to have been received by each of those Sellers who, or whose Related Persons, received or benefitted from the relevant Leakage referred to in paragraphs (a) to (l) of the definition of Leakage to which it relates (the “Primary Tax Leakage”) in the proportions that the amount necessary or cash equivalent value of such Primary Tax Leakage which that Seller or its Related Persons received or benefitted from bears to ensure that after any the aggregate amount or cash equivalent value of such Primary Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to TaxLeakage. 7.5 If any 7.3 Subject to clause 7.5, a Seller shall not be liable for a Leakage is received by a Management Shareholder or any of his Related Persons between Claim unless the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure Buyer has given that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser of any Leakage received by or paid for the benefit of it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as the case may be) prior to or on Completion, the Purchaser shall be entitled to set off an amount equal to such Leakage notified to it by either the Seller or the relevant Management Shareholder (the “Leakage Set-Off Amount”) against (in the case Sellers’ Representative written notice of Leakage to the Seller or one of its Related Persons) the Net Equity Value to be paid to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (and the Seller, AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation of AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Shareholder or one of his Related Persons) the Management Consideration to be paid to the Management Shareholder who has received or had paid for the benefit of it, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the payment of the net amount of the Net Equity Value or the Management Consideration shall be an absolute discharge of the Purchaser’s obligations to pay the Net Equity Value or the Management Consideration pursuant to clause 6.2(d) and an absolute discharge of the Seller’s obligation to pay such amount pursuant to clause 7.4 or any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 unless the Purchaser has notified the Seller or the relevant Management Shareholder (as the case may be) in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail the nature of such Leakage and, if practicable, the amount claimed, it on or before the date falling three (3) which is 9 months after the date on which the auditors of the Company sign their audit report on the first set of annual accounts (within the meaning of Section 471(1) of the Companies Act) of the Company in respect of the first financial period of the Company ending after following the Completion Date. 7.8 No liability shall attach to the Seller or 7.4 The parties acknowledge and agree that notwithstanding any Management Shareholder in relation to an amount other provision of Leakage to the extent that such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly none of the Purchaser may only recover once provisions of clause 10.1 or Schedule 5 shall apply to any Leakage Claim. 7.5 Nothing in this clause 7 shall apply to limit the liability of any Sellers in respect of any particular item Leakage Claim which arises or is increased as a consequence of, or which is delayed as a result of, fraud, wilful concealment, wilful misconduct or dishonesty by that Seller or any of Leakage. 7.9 The aggregate maximum liability their Related Persons or any of the Seller under their respective directors, officers, employees or agents and this clause 7 shall not in any circumstances exceed the Net Equity Valuehave overriding effect against all other provisions of this Agreement. 7.10 The aggregate maximum liability of a Management Shareholder under this clause 7 shall not in any circumstances exceed the Management Consideration payable to that Management Shareholder.

Leakage. 7.1 The 9.1 Each Seller undertakes severally: (a) warrants to the Purchaser that since Buyer that, during the Locked-period from (but excluding) the Locked Box Date up to and including the date of this Agreement, neither it nor any of its Related Connected Persons has received any Leakage nor have received, become entitled to receive or will it or any of it Related Persons actually receive any amount of Leakage from other than Permitted Leakage Payments; and (and includingb) undertakes to the Buyer that, during the period commencing on the date of this Agreement up to (and including) including the date of Completion. 7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date , neither he it nor any of his Related its Connected Persons has received any Leakage nor will he receive, become entitled to receive or any of his Related Persons will actually receive any amount of Leakage from (and including) the date of this Agreement up to (and including) Completionother than any Permitted Leakage Payments. 7.3 The Seller undertakes to notify 9.2 From Completion, in the Purchaser in writing as soon as reasonably practicable after it becomes aware case of any breach of clause 7.1 the warranty and undertaking set out in Clause 9.1, each of the Management Shareholders severally Seller covenants and undertakes to notify pay to the Purchaser Buyer on demand promptly (and in writing as soon as reasonably practicable after he becomes aware any event within ten (10) Business Days) following receipt of any breach of clause 7.2. 7.4 If written notice from the Buyer (containing reasonable documentary evidence and details, including quantum) an amount in cash equal to any Leakage is received by made to the relevant Seller or any of its Related Persons between the Locked-Box Date Connected Persons. 9.3 The Buyer’s only remedy in relation to Leakage is that contained in this Clause 9 and Completion the Clause 4.5. 9.4 Each Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) covenants with and undertakes to the Purchaser an amount Buyer that it shall notify the Buyer in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach writing promptly upon becoming aware of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.5 If any Leakage is received by a Management Shareholder made to such Seller or any of his Related Persons between its Connected Persons. 9.5 A Seller shall not be liable for a Leakage Claim unless the Locked-Box Date and Completion the relevant Management Shareholder shallBuyer has given that Seller notice of that Leakage Claim, subject to Completionstating, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (includingextent practicable, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser of any Leakage received by or paid for the benefit of it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as the case may be) prior to or on Completion, the Purchaser shall be entitled to set off an amount equal to such Leakage notified to it by either the Seller or the relevant Management Shareholder (the “Leakage Set-Off Amount”) against (in the case of Leakage to the Seller or one of its Related Persons) the Net Equity Value to be paid to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (and the Seller, AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation of AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Shareholder or one of his Related Persons) the Management Consideration to be paid to the Management Shareholder who has received or had paid for the benefit of it, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the payment of the net amount of the Net Equity Value or the Management Consideration shall be an absolute discharge of the Purchaser’s obligations to pay the Net Equity Value or the Management Consideration pursuant to clause 6.2(d) and an absolute discharge of the Seller’s obligation to pay such amount pursuant to clause 7.4 or any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 unless the Purchaser has notified the Seller or the relevant Management Shareholder (as the case may be) in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail the nature of such the Leakage and, if practicable, Claim and the Buyer’s then best estimate of the amount claimed, on or before the date falling three (3) by no later than nine months after the date on which the auditors of the Company sign their audit report on the first set of annual accounts (within the meaning of Section 471(1) of the Companies Act) of the Company in respect of the first financial period of the Company ending after the Completion DateCompletion. 7.8 No liability 9.6 Nothing in this Clause 9 shall attach require the Buyer to the prove that a Seller or any Management Shareholder in relation to an amount of Leakage to the extent that such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly the Purchaser may only recover once in respect of its Connected Persons caused or brought about (directly or indirectly) any particular item of Leakage. 7.9 The aggregate maximum liability of the Seller under this clause 7 shall not in any circumstances exceed the Net Equity Value. 7.10 The aggregate maximum liability of a Management Shareholder under this clause 7 shall not in any circumstances exceed the Management Consideration payable to that Management Shareholder.

Leakage. 7.1 The 6.1 Each Seller severally covenants, warrants and undertakes to the Purchaser that since in relation to it or its Related Persons: (i) during the period commencing on the Locked-Box Date neither up to and including the date hereof there has been no Leakage and (ii) during the period commencing on the date hereof up to and including the date of Completion, no Leakage will occur, provided in each case that no Seller shall have any liability to the Purchaser under this Clause 6 if Completion does not occur. 6.2 Subject to Clause 5.6 and to the remainder of this Clause 6, if a Seller and/or any of its Related Persons: (i) has received or benefitted from any Leakage in the period following (but excluding) the Locked-Box Date to (and including) the date hereof; and/or (ii) receives and/or benefits from any Leakage in the period following (but excluding) the date hereof and up to (and including) the Completion Date, the relevant Seller (provided Completion occurs) covenants to pay to the Purchaser upon written demand from the Purchaser in accordance with Clause 6.3, an amount in cash equal to the amount or value of any Leakage received (or deemed to have been received in accordance with the definition of Leakage) by it nor and/or by any of its Related Persons and/or in respect of which it and/or any of its Related Persons has received any Leakage nor will it or any of it Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completionactually benefitted. 7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.3 The 6.3 No Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after it becomes aware of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2. 7.4 If any Leakage is received by the Seller or any of its Related Persons between the Locked-Box Date and Completion the Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.5 If any Leakage is received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser of any Leakage received by or paid for the benefit of it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as the case may be) prior to or on Completion, the Purchaser shall be entitled to set off an amount equal to such Leakage notified to it by either the Seller or the relevant Management Shareholder (the “Leakage Set-Off Amount”) against (in the case of Leakage to the Seller or one of its Related Persons) the Net Equity Value to be paid to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (and the Seller, AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation of AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Shareholder or one of his Related Persons) the Management Consideration to be paid to the Management Shareholder who has received or had paid for the benefit of it, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the payment of the net amount of the Net Equity Value or the Management Consideration shall be an absolute discharge of the Purchaser’s obligations to pay the Net Equity Value or the Management Consideration pursuant to clause 6.2(d) and an absolute discharge of the Seller’s obligation to pay such amount pursuant to clause 7.4 or any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 Clause 6 unless the Purchaser has notified the such Seller or the relevant Management Shareholder (as the case may be) in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail and including all reasonably available supporting material the nature of such Leakage and, if practicable, the amount claimed, on or before the date falling three six (36) months after the date on which the auditors of the Company sign their audit report on the first set of annual accounts (within the meaning of Section 471(1) of the Companies Act) of the Company in respect of the first financial period of the Company ending after the Completion Date. 7.8 6.4 No liability shall attach to the any Seller or any Management Shareholder in relation to an amount of Leakage to the extent that such Leakage has been recovered by the Purchaser or any of member of the Purchaser Group (including for these purposes, the Group) from another party to this Agreement and/or pursuant to the Management Warranty Deed, and accordingly the Purchaser may only recover once in respect of any particular item of Leakage. Nothing herein shall require the Purchaser to bring any other claim in respect of any particular item of Leakage before bringing a claim against the Sellers for Leakage under this Clause 6. 7.9 6.5 Notwithstanding anything to the contrary in this Agreement, no transaction undertaken on an arms' length basis and in the ordinary course of business consistent with past practice between (x) any Group Company, on the one hand, and (y) (i) any other portfolio company of any Institutional Seller or its Related Persons, or (ii) any direct or indirect investor in any fund managed or advised by any member of an Institutional Seller's Group or any of their respective Related Persons, on the other hand, shall be deemed to constitute Leakage. 6.6 The aggregate maximum liability of the a Seller under this clause 7 Clause 6 shall not in any circumstances exceed the Net Equity Valueamount of Leakage received or benefited from by such Seller and its Related Persons (without double counting). 7.10 The aggregate maximum liability 6.7 For the purposes of a Management Shareholder under this clause 7 Clause 6, any Leakage falling within limb (j) of that definition (“Tax Leakage”) shall not in any circumstances exceed be deemed to be received by the Management Consideration payable Seller which received or benefitted from (or is deemed to that Management Shareholderhave received or benefitted from) the Leakage to which such Tax Leakage relates.

Leakage. 7.1 The Seller undertakes 4.1 Each Vendor severally: (a) warrants to the Purchaser that since in respect of itself only that, from (and excluding) the Locked-Locked Box Date neither it nor any of its Related Persons has received any Leakage nor will it or any of it Related Persons receive any Leakage from up to (and including) the date of this Agreement up Agreement, neither it nor any of its Connected Persons has received (which shall be deemed to include the benefit of any agreement or arrangement which is subject to limb (and includingi) Completion.of Leakage) any Leakage other than Permitted Leakage; and 7.2 Each Management Shareholder severally (b) undertakes to the Purchaser that since it shall procure that, in respect of itself only, during the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage period commencing from (and includingbut excluding) the date of this Agreement up to (and including) Completion. 7.3 The Seller undertakes to notify the Purchaser in writing as soon as reasonably practicable after , neither it becomes aware of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2. 7.4 If any Leakage is received by the Seller or nor any of its Related Connected Persons between will receive (which shall be deemed to include the Locked-Box Date and Completion the Seller shall, benefit of any agreement or arrangement which is subject to Completionlimb (i) of Leakage) any Leakage other than Permitted Leakage. 4.2 Subject to Completion occurring in accordance with the terms of this Agreement and to the remainder of this Clause 4: (a) in the event of a breach of Clause 4.1 by any Vendor, promptly on demand by the Purchaser such Vendor shall pay (on an after tax basis) to the Purchaser within 10 Business Days after the amount has been agreed by the applicable Vendor or finally determined by a court of competent jurisdiction an amount in cash equal to: to the aggregate amount of any Leakage (iexcluding, for the avoidance of doubt, any Permitted Leakage and without double counting items that qualify as Leakage pursuant to one or more limbs within the definition) actually received by or for the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach benefit of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company such Vendor and/or its Connected Persons as a result of such Leakage; and a breach of Clause 4.1 plus the Reverse Ticker Amount (iii) if any), which aggregate amount shall not include any amount necessary to ensure that after VAT which is recoverable as input Tax by any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, member of the Purchaser is left with the same amount it would have had if the payment was not subject Group in respect of any matter giving rise to Tax. 7.5 If Leakage, provided that any Leakage is arising under limb 4.6(h) of that definition associated with such receipt shall be deemed to have been actually received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser of any Leakage received by or paid for the benefit of it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as the case may be) prior to or on Completion, the Purchaser shall be entitled to set off an amount equal to such Leakage notified to it by either the Seller or the relevant Management Shareholder (the “Leakage Set-Off Amount”) against (in the case of Leakage to the Seller or one of its Related Persons) the Net Equity Value to be paid to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) Vendor (and the Seller, AMC and the Purchaser agree that such reduction shall also apply treated as against the corresponding obligation received on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation of AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Shareholder or one of his Related Persons) the Management Consideration to be paid to the Management Shareholder who has received or had paid for the benefit of it, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the payment of the net amount of the Net Equity Value or the Management Consideration shall be an absolute discharge of the Purchaser’s obligations to pay the Net Equity Value or the Management Consideration pursuant to clause 6.2(d) and an absolute discharge of the Seller’s obligation to pay such amount pursuant to clause 7.4 or any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 unless the Purchaser has notified the Seller or the relevant Management Shareholder (as the case may be) in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail the nature of such Leakage and, if practicable, the amount claimed, on or before the date falling three (3) months after the date on which the auditors Leakage occurred to which the Leakage under limb (h) of Leakage is connected); and (b) provided further that (i) any claim to be made by the Purchaser pursuant to this Clause 4.2 must be made in writing to the relevant Vendor(s) within six months following the Completion Date and must set out the Purchaser’s calculation of the Company sign their audit report amount and all relevant details (as far as they are known by the Purchaser at the time) and each Vendor shall cease to be under any liability whatsoever to the Purchaser in respect of all and any such claims not so notified in accordance with this sub-clause, and (ii) where the Leakage is not agreed between the Purchaser and the applicable Vendor, legal proceedings in respect of such Leakage have been issued and served within six months after the date of notice referred to above is given and legal proceedings shall not be deemed to have been started unless a statement of claim is both properly issued and validly served on the first set relevant Vendor. 4.3 For the avoidance of annual accounts doubt, the Purchaser acknowledges and agrees that, save in the event of fraud or fraudulent misrepresentation, the sole and only remedy available to it for Leakage and a breach of the provisions of Clause 4.1 is contained in Clause 4.2 and in the event that the relevant Vendor does not satisfy a claim for Leakage made against that Vendor, the Purchaser shall not be entitled to bring a claim for Leakage against any of the other Vendors (within severally or jointly) in respect of such non-satisfaction or non-payment. 4.4 The maximum aggregate liability of each Vendor severally in respect of this Clause 4 shall not exceed an amount equal to the meaning Leakage actually received (or deemed to have been actually received pursuant to Clause 4.2) by such Vendor and any of Section 471(1its Connected Persons plus the Reverse Ticker Amount (if any), provided that any Leakage arising under limb 4.6(h) of that definition associated with such receipt shall be deemed to have been actually received by such Vendor. 4.5 No Vendor shall be liable under Clause 4.1 in respect of any Leakage to the Companies Actextent: (a) of that the Purchaser and/or any Group Company has recovered or received (with no obligation to repay) from some other person (other than the Purchaser or any Group Company) an amount in respect of the first financial period alleged Leakage which would otherwise have given rise to a claim under this Agreement, and in such circumstances the relevant Vendor shall have no liability in respect of the Company ending after the Completion Date. 7.8 No liability shall attach to the Seller or any Management Shareholder in relation to an amount of Leakage such claim to the extent that such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly the Purchaser may only recover once in respect of any particular item of Leakage. 7.9 The aggregate maximum liability of the Seller under Sum Recovered. For the purposes of this clause 7 shall not in any circumstances exceed the Net Equity Value. 7.10 The aggregate maximum liability of a Management Shareholder under this clause 7 shall not in any circumstances exceed the Management Consideration payable to that Management Shareholder.Clause, “

Leakage. 7.1 The Seller undertakes 9.1 Each of the Stakeholder Representatives: 9.1.1 warrants to the Purchaser that since there has not been from (but excluding) the Locked-Locked Box Date neither it nor any of its Related Persons has received any Leakage nor will it or any of it Related Persons receive any Leakage from to (and including) the date of this Agreement up Deed; and 9.1.2 undertakes to procure that there will not be from (but excluding) the date of this Deed to (and including) Completion. 7.2 Each Management Shareholder severally undertakes the Effective Date, any Leakage to it or for its benefit or for the benefit of such Stakeholder Representative’s Connected Persons, provided that the Stakeholder Representatives shall have no liability to the Purchaser that since under this Clause 9 if the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) CompletionScheme does not take effect in accordance with its terms. 7.3 The Seller undertakes 9.2 Subject to notify Clauses 9.10 and 9.12 to 9.13 (inclusive), in the Purchaser in writing as soon as reasonably practicable after it becomes aware event of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2. 7.4 If any Leakage is received Clause 9.1 by the Seller or any of its Related Persons between the Locked-Box Date and Completion the Seller a Stakeholder Representative, such Stakeholder Representative shall, subject to Completionwith effect from the Effective Time, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.5 If any Leakage is received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: to such Leakage (i) the amount necessary to put the relevant Target Company into the position they would have been in or, if the Clause 9.9 applies, their Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result Proportion of such Leakage; and). The Purchaser and the Stakeholder Representatives acknowledge that the Purchaser’s only rights and remedies in respect of any breach of Clause 9.1 are under and/or pursuant to the Scheme and this Clause 9.2, and Clauses 9.6 and 9.8. (iii) any amount necessary to ensure that after any Tax on a 9.3 A payment made in accordance with sub-clauses (i) or (ii) aboveunder Clause 9.2 will, so far as permitted by law, be treated as having reduced the Consideration received by such Stakeholder Representative by the amount of such payment. 9.4 If, prior to the date falling ten months after the Effective Date, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser becomes aware of any Leakage received by from (but excluding) the Locked Box Date to (and including) the Effective Date to or paid for the benefit of itany Scheme Shareholder or any Scheme Shareholder’s Connected Persons, him or its or his Related Persons it shall notify the Stakeholder Representatives in breach writing as soon as reasonably practicable, specifying in reasonable detail the alleged Leakage and the evidence on which the Purchaser relies and setting out the Purchaser’s good faith estimate (on a without prejudice basis) of clauses 7.4 or 7.5 the amount of such Leakage (as the case may be) prior to or on Completiona “Leakage Notice”). Following delivery of a Leakage Notice, the Purchaser and the Stakeholder Representatives shall be entitled discuss in good faith and either seek to set off an agree (i) that Leakage has occurred, (ii) the amount equal thereof; and (iii) the identity of the relevant Scheme Shareholders to whom such Leakage notified is attributable, or confirm that no such Leakage has occurred. 9.5 If the Purchaser and the Stakeholder Representatives are unable to it reach agreement in writing in respect of any matters contemplated by Clause 9.4 within 10 Business Days of receipt of a Leakage Notice in accordance with Clause 9.4, then either the Seller Purchaser or the relevant Management Shareholder Stakeholder Representatives may refer the matters in dispute (the “Disputed Leakage SetMatters”) for determination in accordance with the provisions of Schedule 3. 9.6 Subject to Clauses 9.11 to 9.13 (inclusive), if, prior to the Effective Date, and following service of a Leakage Notice in accordance with Clause 9.4, either: 9.6.1 the Purchaser and the Stakeholder Representatives agree: (i) that such Leakage has occurred, (ii) the amount thereof; and (iii) the identity of the relevant Scheme Shareholders to whom such Leakage is attributable; or 9.6.2 having followed the process set out in Schedule 3, the Expert has determined: (i) that such Leakage has occurred; (ii) the amount thereof; and (iii) the identity of the relevant Scheme Shareholders to whom such Leakage is attributable, (the aggregate of all such Leakage being, the “Pre-Off Closing Leakage Amount”) against (in ), the case relevant portion of Leakage the Closing Cash Consideration owed to the Seller or one of its Related Persons) the Net Equity Value to be paid to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (and the Seller, AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation of AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Scheme Shareholder or one Scheme Shareholder(s) to whom part or all of his Related Persons) such Pre-Closing Leakage Amount is attributable, shall be reduced by the Management Consideration to be paid to the Management Shareholder who has received or had paid for the benefit of itamount thereof, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such it being acknowledged and agreed that the payment of the net amount portion of the Net Equity Value or the Management Closing Cash Consideration so reduced shall be an absolute discharge of (a) the Purchaser’s obligations obligation to pay the Net Equity Value or relevant amount of Closing Cash Consideration to the Management Consideration relevant Scheme Shareholder(s) pursuant to clause 6.2(dthis Deed and the Scheme, and (b) any liability of the relevant Scheme Shareholder(s) in respect of such Leakage pursuant to this Clause 9. 9.7 If, as at the date which is five Business Days prior to the Target Closing Date, the Expert has yet to determine the matters contemplated by Clause 9.6.2, then the aggregate of all such amounts to the extent reasonably estimated in good faith (the “Undetermined Leakage”) will be treated as a Pre-Closing Leakage Amount provided that if (following completion of the Expert determination process set out in Schedule 3) the Expert determines that all or any portion of such Undetermined Leakage is not Leakage in respect of which Scheme Shareholders are liable, the Purchaser shall, within five Business Days, pay to the relevant Scheme Shareholder(s) (pursuant to this Deed and the Scheme) an amount equal to the amount by which their portion of Closing Cash Consideration was reduced in accordance with the foregoing terms of this Clause 9.7. 9.8 Subject to Clauses 9.11 to 9.13 (inclusive), if, after the Effective Date, and following service of a Leakage Notice in accordance with Clause 9.4, either: 9.8.1 the Purchaser and the Stakeholder Representatives agree: (i) that such Leakage has occurred, (ii) the amount thereof; and (iii) the identity of the relevant Seller(s) to whom such Leakage is attributable; or 9.8.2 having followed the process set out in Schedule 3, the Expert has determined: (i) that such Leakage has occurred; (ii) the amount thereof; and (iii) the identity of the relevant Seller(s) to whom such ▇▇▇▇▇▇▇ is attributable, (the aggregate of all such Leakage being, the “Post-Closing Leakage Amount”), the Deferred Consideration Shares Value owed to the Scheme Shareholder or Scheme Shareholder(s) to whom part or all of such Post-Closing Leakage Amount is attributable, shall be reduced by the amount thereof, it being acknowledged and agreed that (i) the payment of cash; or (ii) the issue of the relevant portion of the Deferred Consideration Shares in accordance with Clause 5.8.2 (and in any case having a value equal to (a) that Scheme Shareholder(s)’ Deferred Consideration Percentage of the Deferred Consideration Shares Value; less (b) the portion of such Post-Closing Leakage Amount attributable them), shall be an absolute discharge of (a) the SellerPurchaser’s obligation to pay such satisfy the relevant amount of the Deferred Consideration Shares Value to the relevant Scheme Shareholder(s) pursuant to clause 7.4 or this Deed and the Scheme, and (b) any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 unless the Purchaser has notified the Seller or liability of the relevant Management Shareholder (as the case may beScheme Shareholder(s) in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail the nature respect of such Leakage and, if practicable, the amount claimed, on pursuant to this Clause 9. 9.9 Any Leakage falling under limb (f) or before the date falling three (3) months after the date on which the auditors of the Company sign their audit report on the first set of annual accounts (within the meaning of Section 471(1g) of the Companies Act) definition thereof but, in the case of the Company in respect of the first financial period of the Company ending after the Completion Date. 7.8 No liability shall attach to the Seller or any Management Shareholder in relation to an amount of Leakage (g), only if and to the extent that such Leakage has been recovered arises in respect of Leakage falling under limb (f) of the definition of Leakage, shall be deemed to be paid for the benefit of all holders of Acquisition Shares in their respective Leakage Proportions. 9.10 No Stakeholder Representative shall be liable for any claim under Clause 9.1 unless: (i) a Leakage Notice is given by the Purchaser from another party to this Agreement the relevant Stakeholder Representative in accordance with Clause 9.4 within six months following the Effective Date; and accordingly (ii) unless previously satisfied, settled or withdrawn, legal proceedings in respect of the claim have been commenced by being both issued and served within six months after such Leakage Notice is given. 9.11 No Scheme Shareholder shall be liable for Leakage under Clause 9.8, and the Purchaser may only recover once shall have no right to withhold any amounts from the Deferred Consideration Shares Value unless: (i) a Leakage Notice is given by the Purchaser in accordance with Clause 9.4 to the Stakeholder Representatives within ten months following the Effective Date; and (ii) unless previously satisfied, settled or withdrawn, the Expert determination process set out in Schedule 3 has commenced within one month after such Leakage Notice is given. 9.12 The aggregate liability of each Scheme Shareholder in respect of any particular item Leakage shall not exceed an amount equal to the Leakage received by, or given for the benefit of, or deemed to be received pursuant to Clause 9.9 by him/her/it or by or to any Connected Person of Leakagethat Scheme Shareholder. 7.9 9.13 The aggregate maximum liability of the Seller under this clause 7 Purchaser shall not be entitled to recover any amounts in respect of Leakage under any circumstances exceed provision of this Clause 9 to the Net Equity Valueextent that the relevant Leakage has already been recovered under any other provision of this Clause 9. 7.10 The aggregate maximum liability 9.14 References in this Clause 9 to Leakage being “attributable” to any person shall mean that such Leakage is received by, or given for the benefit of, or deemed to be received by that person or by or to any Connected Person of a Management Shareholder under this clause 7 shall not in any circumstances exceed the Management Consideration payable to that Management Shareholderperson.

Leakage. 7.1 The Seller undertakes (a) From the date hereof until the date that is two (2) Business Days prior to the Purchaser that since anticipated Closing Date, Seller shall notify Buyer promptly upon becoming aware of the Locked-Box Date neither it nor occurrence of any Leakage, and shall provide to Buyer such information as Buyer may reasonably request relating thereto. Not less than two (2) Business Days prior to the anticipated Closing Date, Seller shall provide to Buyer a statement identifying in reasonable detail all amounts of its Related Persons has received Leakage that, to Seller’s Knowledge, have occurred or will occur on or prior to the Closing Date. (b) Following the Closing, but subject to Section 2.03(c), Seller shall pay Buyer (or the Acquired Companies, as Buyer may direct) a sum equal to the amount of any Leakage nor will it or any (other than item (l) set forth in Schedule 1.01(f)) that was not included in the calculation of it Related Persons receive any the Purchase Price, plus interest on such Leakage calculated at the Interest Rate from (and including) the date of this Agreement up Closing Date to (and including) Completion. 7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage from (and includingbut excluding) the date of this Agreement up such payment to Buyer (and including) Completion. 7.3 The Seller undertakes to notify or the Purchaser in writing Acquired Companies, as soon as reasonably practicable after it becomes aware of Buyer may direct), plus any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2. 7.4 If any Leakage is received by the Seller or any of its Related Persons between the Lockedreasonable out-Box Date and Completion the Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, of-pocket legal and other professional fees fees, disbursements and costs, penalties and expenses) incurred expenses actually paid by Buyer or its Affiliates in connection with enforcing such recovery. The parties shall cooperate in good faith to determine the Purchaser or any Target Company as a result amount of such Leakage; and provided, that if the amount of such Leakage has not been agreed between the parties within fifteen (iii15) Business Days after Buyer notifies Seller of any amount necessary such Leakage, Buyer may seek to ensure that after any Tax on a payment made enforce its right to recover therefor in accordance with sub-clauses Section 14.11. Any such payment shall be made within five (i5) or (ii) above, Business Days following the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.5 If any Leakage is received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: (i) date that the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser of any Leakage received by or paid for the benefit of it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as the case may be) prior to or on Completion, the Purchaser shall be entitled to set off an amount equal to such Leakage notified to it by either the Seller or the relevant Management Shareholder (the “Leakage Set-Off Amount”) against (in the case of Leakage to the Seller or one of its Related Persons) the Net Equity Value to be paid to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (and the Seller, AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation of AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Shareholder or one of his Related Persons) the Management Consideration to be paid to the Management Shareholder who has received or had paid for the benefit of it, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the payment of the net amount of the Net Equity Value or the Management Consideration shall be an absolute discharge of the Purchaser’s obligations to pay the Net Equity Value or the Management Consideration pursuant to clause 6.2(d) and an absolute discharge of the Seller’s obligation to pay such amount pursuant to clause 7.4 or any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 unless the Purchaser has notified the Seller or the relevant Management Shareholder (as the case may be) in writing of the occurrence of the Leakage to which any such payment relates, stating in reasonable detail the nature of such Leakage andis determined by mutual agreement of Buyer and Seller or, if practicabledisputed, when a final nonappealable Governmental Order shall have been entered with respect to such dispute. (c) Seller shall have no liability pursuant to Section 2.03(b) unless Buyer has provided written notice to Seller, including evidence to support the existence and amount claimedof Leakage that was not included in the calculation of the Purchase Price, on or before the date falling three that is twelve (312) months after following the date on which the auditors of the Company sign their audit report on the first set of annual accounts (within the meaning of Section 471(1) of the Companies Act) of the Company in respect of the first financial period of the Company ending after the Completion Closing Date. 7.8 No liability shall attach (d) Notwithstanding anything in this Agreement to the Seller or contrary, Buyer shall not be entitled to any Management Shareholder in relation to an amount of Leakage to the extent that such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly the Purchaser may only recover once remedy in respect of any particular item of LeakageLeakage other than payment pursuant to this Section 2.03. 7.9 The aggregate maximum liability (e) Any payments in respect of Leakage paid pursuant to Section 2.03(b) shall be treated as an adjustment to the Purchase Price for all purposes, including the amount of the Seller under this clause 7 shall not in any circumstances exceed Purchase Price allocated to the Net Equity ValueShares for United States and applicable state and local income Tax purposes. 7.10 The aggregate maximum liability of a Management Shareholder under this clause 7 shall not in any circumstances exceed the Management Consideration payable to that Management Shareholder.

Leakage. 7.1 The Seller undertakes (a) From the date hereof until the date that is two (2) Business Days prior to the Purchaser that since the Locked-Box Date neither it nor any of its Related Persons has received any Leakage nor will it or any of it Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.2 Each Management Shareholder severally undertakes to the Purchaser that since the Locked-Box Date neither he nor any of his Related Persons has received any Leakage nor will he or any of his Related Persons receive any Leakage from (and including) the date of this Agreement up to (and including) Completion. 7.3 The anticipated Closing Date, Seller undertakes to shall notify the Purchaser in writing as soon as reasonably practicable after it becomes Purchasers promptly upon becoming aware of any breach of clause 7.1 and each of the Management Shareholders severally undertakes to notify the Purchaser in writing as soon as reasonably practicable after he becomes aware of any breach of clause 7.2. 7.4 If any Leakage is received by the Seller or any of its Related Persons between the Locked-Box Date and Completion the Seller shall, subject to Completion, promptly on demand by the Purchaser pay (on an after tax basis) to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.1 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.5 If any Leakage is received by a Management Shareholder or any of his Related Persons between the Locked-Box Date and Completion the relevant Management Shareholder shall, subject to Completion, promptly on demand by the Purchaser pay to the Purchaser an amount in cash equal to: (i) the amount necessary to put the relevant Target Company into the position they would have been in if the Leakage in breach of clause 7.2 had not occurred; (ii) all reasonable costs and expenses (including, without limitation, legal and other professional fees and costs, penalties and expenses) incurred by the Purchaser or any Target Company as a result of such Leakage; and (iii) any amount necessary to ensure that after any Tax on a payment made in accordance with sub-clauses (i) or (ii) above, the Purchaser is left with the same amount it would have had if the payment was not subject to Tax. 7.6 Without prejudice to the Purchaser’s rights in clauses 7.4 and 7.5 but subject always to the provisions of this clause 7.6 if the Seller or any Management Shareholder notifies the Purchaser of any Leakage received by or paid for the benefit of it, him or its or his Related Persons in breach of clauses 7.4 or 7.5 (as the case may be) prior to or on Completion, the Purchaser shall be entitled to set off an amount equal to such Leakage notified to it by either the Seller or the relevant Management Shareholder (the “Leakage Set-Off Amount”) against (in the case of Leakage to the Seller or one of its Related Persons) the Net Equity Value to be paid to the Seller as part of the payment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (and the Seller, AMC and the Purchaser agree that such reduction shall also apply as against the corresponding obligation on the Seller to pay the Equity Amount to AMC in subscription for the Consideration Shares pursuant to clause 6.2(b)(i) and shall also correspondingly reduce the obligation of AMC to issue a number of Consideration Shares pursuant to clause 6.2(b)(ii)), or (in the case of Leakage to a Management Shareholder or one of his Related Persons) the Management Consideration to be paid to the Management Shareholder who has received or had paid for the benefit of it, him, or its or his Related Persons on Completion pursuant to clause 6.2(d), such that the payment of the net amount of the Net Equity Value or the Management Consideration shall be an absolute discharge of the Purchaser’s obligations to pay the Net Equity Value or the Management Consideration pursuant to clause 6.2(d) and an absolute discharge of the Seller’s obligation to pay such amount pursuant to clause 7.4 or any Management Shareholder’s obligation to pay such amount pursuant to clause 7.5. 7.7 Neither the Seller nor any Management Shareholder shall be liable to make a payment under this clause 7 unless the Purchaser has notified the Seller or the relevant Management Shareholder (as the case may be) in writing of the occurrence of any Leakage, and shall provide to each Purchaser such information as such Purchaser may reasonably request relating thereto. Not less than five (5) Business Days prior to the anticipated Closing Date, Seller shall provide to Purchasers a statement identifying in reasonable detail all amounts of Leakage that, to which the Knowledge of Seller, have occurred or will occur on or prior to the Closing Date. (b) Following the Closing, but subject to Section 1.02(c), Seller shall pay each Purchaser such Purchaser’s Acquired Portion of the amount of any Leakage that was not included in the calculation of the Purchase Price. The parties shall cooperate in good faith to determine the amount of such Leakage, including by each Purchaser notifying the other Purchaser of its determination of any Leakage amount and keeping such other Purchaser apprised of the status of any dispute with respect to Leakage. If the amount of any Leakage has not been agreed between a Purchaser and Seller within fifteen (15) Business Days after such Purchaser notifies Seller of any such Leakage, then such Purchaser may seek to enforce its right to recover therefor in accordance with Section 10.11. For each Purchaser, any such payment relates, stating in reasonable detail shall be made within five (5) Business Days following the nature date that the amount of such Leakage andis determined by mutual agreement of such Purchaser and Seller or, if practicabledisputed, when a final nonappealable judgment shall have been entered with respect to such dispute. (c) Seller shall have no liability pursuant to Section 1.02(b) unless one or both Purchasers have provided written notice to Seller, including evidence to support the existence and amount claimedof Leakage that was not included in the calculation of the Carlyle Buyer Purchase Price or the T&D Purchase Price, on or before the date falling three that is 12 months following the Closing Date. (3d) months after the date on which the auditors of the Company sign their audit report on the first set of annual accounts (within the meaning of Section 471(1) of the Companies Act) of the Company Any payments in respect of the first financial period of the Company ending after the Completion Date. 7.8 No liability Leakage paid pursuant to Section 1.02(b) shall attach be treated as an adjustment to the Seller or any Management Shareholder in relation to an amount of Leakage to Carlyle Buyer Purchase Price and the extent that such Leakage has been recovered by the Purchaser from another party to this Agreement and accordingly the Purchaser may only recover once in respect of any particular item of LeakageT&D Purchase Price (as applicable) for all purposes. 7.9 The aggregate maximum liability of the Seller under this clause 7 shall not in any circumstances exceed the Net Equity Value. 7.10 The aggregate maximum liability of a Management Shareholder under this clause 7 shall not in any circumstances exceed the Management Consideration payable to that Management Shareholder.