Common use of Locked Box Clause in Contracts

Locked Box. 4.1 Each Seller severally and in respect of itself only, warrants and undertakes to the Purchaser that in the period commencing on the day immediately following the Signing Date up to and including the Completion Date, save to the extent that the same would constitute Permitted Leakage: (a) no dividend or other distribution of profits or assets (including any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Act) has been or will be declared, made by the Company or would be treated as having been paid or made by the Company to or for the benefit of a Seller or any person connected with either Seller (a “Seller’s Affiliate”); (b) no payments have been or will be made by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (c) no share or loan capital of the Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s Affiliate; (d) no amounts owed to the Company by a Seller or Seller’s Affiliate have been or will be waived; (e) no assets, rights or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit of a Seller or a Seller’s Affiliate; (g) no Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding arrangement to give effect to any of the matters referred to in paragraphs (a) to (k) above. 4.2 Each Seller shall notify the Purchaser in writing without delay if it becomes aware of a payment or transaction which constitutes or which might constitute a breach of clause 4.1. 4.3 In the event of any breach of clause 4.1, each Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) by the Purchaser to pay to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s Group), an amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out of such breach. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreement.

Locked Box. 4.1 5.1 Each Seller of the Sellers severally and warrants in respect of itself only, warrants and undertakes only to the Purchaser that in Buyer that, save for Permitted Leakage between the period commencing on the day immediately following the Signing Locked Box Date up to and including the Completion Date, save to the extent that the same would constitute Permitted Leakage: (a) no dividend or other distribution of profits or assets (including any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Act) Group Company has been or will be declared, made by the Company or would be treated as having been paid any dividend or made by the Company distribution to or for the benefit of a that Seller or any person connected with either Seller (a “Seller’s Affiliate”)of its Affiliates; (b) no payments have been Group Company has made any repayment of principal on any debt or will be made by payment of any interest on or on behalf of the Company other payment in relation to or for the benefit of a any debt obligation to that Seller or a Seller’s Affiliateany of its Affiliates; (c) no share or loan capital of the Group Company has been made any payments, including bonuses or will be redeemedfees (including consulting fees, repurchased monitoring fees, directors' fees, licence fees or repaid royalties), charges or result in a payment to compensation to, or an agreement granted future benefits to, or obligation to make a payment to a transferred assets to, or assumed, indemnified or incurred liabilities for the benefit of that Seller or a Seller’s Affiliateany of its Affiliates; (d) no amounts owed Group Company has made or agreed to the Company by a make any payments to that Seller or Seller’s Affiliate have been any of its Affiliates in respect of any share capital or will be waivedother securities of any Group Company being issued, redeemed, purchased or repaid, or any other return of capital; (e) no assetsmanagement charge or fee of any nature whatsoever has been paid to that Seller or any of its Affiliates by any of the Group Companies and there has been no payment of any management charge, rights consulting, service or other benefits have been fee or will be transferred compensation by any of the Company Group Companies to a that Seller or a Seller’s Affiliateany of its Affiliates; (f) no indebtedness Group Company has forgiven or other liabilities have been or will be assumed or incurred, guaranteed or indemnified waived any amount owed to it by the Company for the benefit of a that Seller or a Seller’s Affiliate;any of its Affiliates; and (g) no Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company it has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding agreement or arrangement (whether conditional or not) or agreed to give effect pay any fees, costs, expenses, Taxation or other amounts relating to any of the matters referred to in paragraphs (athis clause 5.1(a) to (k) above5.1(f). 4.2 Each Seller shall notify the Purchaser in writing without delay if it becomes aware of a payment or transaction which constitutes or which might constitute a breach of clause 4.1. 4.3 5.2 In the event of any breach by any Seller of clause 4.1, each Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not the warranties in respect sub-clauses 5.1(a) to 5.1(g), inclusive (including for the avoidance of doubt, any other Seller or their respective Seller’s Affiliates) by breach after the Purchaser to pay Completion Date to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s Groupextent that it results from an action, omission or agreement made prior to Completion), an amount equal (on a pound for pound basis) in relation to any amount or benefit received by that Seller or its respective Seller’s Affiliates and Affiliates, that Seller shall take such action as may be necessary pay to put the Purchaser or any Member of its Group Buyer on demand an amount in cash equal to the same position as if the breach had not occurred (including payment amount of any Tax paid in connection with such breach), whether before payment or after other financial benefit received by it or its Affiliates from the start of an action arising (directly or indirectly) out relevant Group Company as a result of such breach. 4.4 In the event of any breach of clause 4.1 prior to Completion, each 5.3 No Locked Box Claim may be made against a Seller agrees that the Purchaser may set off any liability unless notice of such Seller to Locked Box Claim, complying with the Purchaser under clause 4.3provisions of paragraph 3.2 of Schedule 7, against the obligation of the Purchaser to pay the Consideration payable to is served on that Seller under clause 3in writing as soon as reasonably practicable after the Buyer becomes aware that it is reasonably likely to have a Locked Box Claim and, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreementevent, within six months following the Completion Date.

Locked Box. 4.1 Each Seller of the Sellers severally and in respect of itself only, warrants and undertakes to the Purchaser as at Completion that in since the period commencing on the day immediately following the Signing Locked Box Date up to and including the Completion Date, save to the extent that the same would constitute (all dates inclusive) other than any Permitted LeakagePayment: 4.1.1 no management charge or fee has been levied by that Seller or any of its Seller Parties against any Group Company and there have been no payments of any management, service or other fees or compensation from any Group Company to that Seller or any of its Seller Parties; 4.1.2 no bonus has been declared or awarded (aunpaid or paid) by any Group Company to that Seller or any of its Seller Parties or any of their respective employees; 4.1.3 no share or loan capital of any Group Company held by that Seller or any of its Seller Parties has been redeemed, purchased or repaid; 4.1.4 no assets of the Group have been transferred or surrendered to, or any liabilities of that Seller or any of its Seller Parties assumed, indemnified or incurred by, a Group Company for the benefit of that Seller or any of its Seller Parties; 4.1.5 no liabilities or obligations of that Seller or any of its Seller Parties in favour of a Group Company have been waived (wholly or partially); 4.1.6 no dividend or other distribution of profits or assets (including any distribution as defined in Part IV 23 of the Taxes Corporation Tax Act and extended by section 418 of the Taxes Act2010) has been paid or will be declared, made by the Company or would be treated as having been paid declared or made by the any Group Company to or for the benefit in favour of a that Seller or any person connected with either of its Seller (a “Seller’s Affiliate”)Parties; (b) 4.1.7 no payments transactions have taken place between that Seller or any of its Seller Parties and any Group Company at an undervalue; 4.1.8 no further obligations or liabilities towards that Seller or any of its Seller Parties have been agreed to or will be made assumed by or on behalf any Group Company outside the ordinary course of trading of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (c) no share or loan capital of the Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s Affiliate; (d) no amounts owed to the Company by a Seller or Seller’s Affiliate have been or will be waived; (e) no assets, rights or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit of a Seller or a Seller’s Affiliate; (g) no Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s AffiliateBusiness; and (m) no 4.1.9 none of that Seller or Seller’s Affiliate any of its Seller Parties has made or entered into any binding agreement or arrangement to give effect relating to any of the matters referred to in paragraphs this clause 4.1 (a) to (k) aboveother than Permitted Payments). 4.2 Each Seller shall notify the Purchaser in writing without delay if it becomes aware of a payment or transaction which constitutes or which might constitute a breach of clause 4.1. 4.3 In the event of any breach of clause 4.1, each Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) by the Purchaser covenants to pay to the Purchaser Purchaser, in respect of such of those benefits (the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s Group)if any) referred to at clauses 4.1.1 to 4.1.9 above which are received by that Seller (or his/its Seller Party) only, an amount equal (on a pound for pound basis) to to: 4.2.1 the amount of any amount payment made; 4.2.2 the value of any asset transferred or benefit received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser surrendered or any Member of its Group in liability assumed, indemnified or incurred; 4.2.3 the same position as if the breach had not occurred (including payment value of any Tax paid in connection with such breach), whether before liability or after obligation waived; 4.2.4 the start undervalue element of any transaction at an action arising (directly or indirectly) out undervalue; or 4.2.5 the amount of such breachany liability incurred. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration 4.3 All sums payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a Seller under this clause 4 and/or clauses 6, 8 and 9 shall be paid in cash without set-off and free and clear of all deductions or withholdings (including Tax) unless the deduction or withholding is required by law. If any deduction or withholding is required by law to be made from any such payment by a Seller, that Seller shall pay to the Purchaser such additional amount or amounts as will in aggregate be sufficient to ensure that after all required deductions and withholdings have been made from the amounts paid there shall be left in the hands of the Purchaser the amount which the Purchaser would have been entitled to receive from that Seller in the absence of any requirement to make a deduction or withholding. 4.4 For the avoidance of doubt, the limitations on the Sellers’ liability set out in clause 6, clause 7 and Part 6 of the Schedule shall not be limited, restricted or excluded in apply to any respect by any other provision of claim under this agreementclause 4.

Locked Box. 4.1 Each Seller of the Sellers warrants severally and in respect of itself only, warrants and undertakes only to the Purchaser that in Buyer that, except for Permitted Leakage, during the period commencing on from and excluding the day immediately following the Signing Locked Box Date up to and including the Completion Date, save to the extent that the same would constitute Permitted LeakageCompletion: (a) no dividend or other distribution of profits or assets (including any distribution as defined in Part IV none of the Taxes Act and extended by section 418 of the Taxes Act) Companies has been or will be declared, made by the Company or would be treated as having been authorised, paid or made by the Company to or for the benefit of a that Seller or any person connected with either Connected Person of that Seller (a “Seller’s Affiliate”)any dividend, distribution or return of capital; (b) no payments have been or will be made by or on behalf none of the Company to Companies has transferred or surrendered any asset to, or granted any Encumbrance over any asset in favour or for the benefit of a of, or assumed, indemnified or incurred any obligation or liability for the benefit of, that Seller or a any Connected Person of that Seller’s Affiliate; (c) no share or loan capital none of the Company Companies has been waived, released or will be redeemed, repurchased forgiven in favour of that Seller or repaid or result in a payment to or an agreement any Connected Person of that Seller any sum or obligation to make a payment to a due by that Seller or a Seller’s Affiliateany Connected Person of that Seller to any of the Companies and neither that Seller nor any Connected Person of that Seller has failed to pay when due any sum due to any of the Companies; (d) no amounts owed to payment, management charge or fee of any nature has been levied by, or for the Company by a benefit of, that Seller or any Connected Person of that Seller against any of the Companies and there has been no payment of any nature including any payment of any management fee, service fee or similar fee or compensation by any of the Companies to, or for the benefit of, that Seller or any Connected Person of that Seller’s Affiliate have been or will be waived; (e) no assetsliabilities have been paid or incurred by any of the Companies in respect of the transactions contemplated by this Agreement, rights including any finders’ fees, bonuses, brokerages or other benefits have been commissions, or will be transferred by the Company to a Seller any advisers’ fees, costs or a Seller’s Affiliateexpenses; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by none of the Company Companies has made any repayment of principal on any of the Loan Notes for the benefit of a that Seller or a any Connected Person of that Seller’s Affiliate;; and (g) no Encumbrance has been created over neither that Seller nor any Connected Person of the assets of the Company in favour of or for the benefit of a that Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding agreement or arrangement to give effect to any of the matters referred to in paragraphs (aclauses 4.1(a) to (k) above4.1(f). 4.2 Each Seller shall notify The occurrence of any of the Purchaser events set out in writing without delay if it becomes aware clause 4.1 at or before Completion but after the Locked Box Date will constitute an incident of a payment or transaction which constitutes or which might constitute a breach of clause 4.1“Leakage”. 4.3 In the event of any breach of clause 4.1any of the warranties in clauses 4.1(a) to 4.1(g) (inclusive), each Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) by the Purchaser to shall pay to the Purchaser (Buyer within 10 Business Days of receipt of a written notice from the Purchaser acting for itself and as agent and trustee for each member Buyer setting out in reasonable detail the nature of the Purchaser’s Group), Leakage an amount in cash equal to the aggregate of: (on a pound for pound basisa) to the amount of any amount or benefit Leakage actually received by that Seller or its respective Seller’s Affiliates and shall take such action any Connected Person of that Seller from the relevant Company as may be necessary to put the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out a result of such breach.; and 4.4 In (b) all Taxation (excluding recoverable VAT) incurred and payable (whether or not such Taxation actually falls due for payment during the event six-month period referred to in clause 4.5 and after taking into account any Sellers’ Relief available in respect of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller matter giving rise to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3Leakage and, to the extent that the Leakage gives rise to a Relief which reduces a liability to Tax of a relevant Company, taking into account such liability is Settled (as defined in clause 4.2 Relief) by any of the Escrow AgreementCompanies in connection with such Leakage, provided that, to the extent that Leakage falling within clauses 4.1(b), (c) or (e) is not directly received by a Seller or a Connected Person of that Seller, such Leakage shall for the purposes of this Agreement be deemed to have been “received” by (a) by the Seller or Connected Person to whom it is referable (provided that if more than one Seller shall be deemed to have received such Leakage, that Seller shall only be liable for the amount referable to him or his Connected Persons) or (b) if it is not possible to determine to whom such Leakage was referable, by each Seller on a pro rata basis by reference to that Seller’s holding of Shares compared to the aggregate number of Shares held by (or on behalf of) all Sellers. 4.4 The maximum liability of each Seller in favour respect of a Locked Box Claim shall not exceed (i) the amount of Leakage giving rise to such claim actually received by it and its Connected Persons and (ii) any amount due under clause 4.3(b). For the avoidance of doubt, in the event that an individual Seller does not satisfy a Locked Box Claim made against him, the Buyer shall not be entitled to bring a Locked Box Claim against any of the Purchaserother Sellers in respect of such non-satisfaction. 4.5 The No Locked Box Claim may be made against any of the Sellers unless notice of the Locked Box Claim, specifying in reasonable detail the specific matter in respect of which the Locked Box Claim is made and an indication of the amount claimed, is served on that Seller in writing as soon as practicable after the Buyer becomes aware of the circumstances giving rise to the Locked Box Claim and, in any event, within six months of the date of Completion, provided always that the liability of a that Seller shall cease absolutely unless within six months of service of such notice legal proceedings in respect of such Locked Box Claim have been properly issued and validly served on the relevant Seller. 4.6 The Buyer shall not be entitled to recover from the Sellers more than once for the same damage suffered (whether under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreementAgreement). 4.7 If Completion does not occur, the Sellers shall have no liability to the Buyer under any of clauses 4 and 6. 4.8 Nothing in this clause 4 shall have the effect of limiting, restricting or excluding the liability of a Seller in respect of a Locked Box Claim arising as a result of that Seller’s own fraud, but the fraud of that Seller shall not prevent any other Seller who was not a party to that fraud from benefiting from any such limitation, restriction or exclusion to the maximum extent permitted by law.

Locked Box. 4.1 Each Seller Subject to sub-clauses 4.4 to 4.8 inclusive, each of the Vendors severally and in respect of itself only, warrants and undertakes to the Purchaser that in respect only of himself or herself that, in the period commencing on between the day immediately following the Signing Locked Box Date up to and including the Completion Datedate of Completion, save to the extent that the same would constitute other than any Permitted LeakagePayments: (a) no dividend dividends or other distribution of profits or assets (including any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Act) has distributions have been or will be declared, paid or made by the Company to or would be treated as having for the benefit of such Vendor or any Vendor Associate of such Vendor; (b) no payments have been made by the Company to or for the benefit of such Vendor or any Vendor Associate of such Vendor; (c) no share capital or loan stock of the Company held by such Vendor has been redeemed, repurchased or repaid; (d) no management charges, monitoring fees, directors' fees or bonuses have been paid by or levied on the Company by or for the benefit of such Vendor or any Vendor Associate of such Vendor; (e) no payment or transfer of assets has been paid or made by the Company to or for the benefit of a Seller such Vendor or any person connected with either Seller (a “Seller’s Affiliate”); (b) no payments have been or will be made by or on behalf Vendor Associate of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (c) no share or loan capital of the Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s Affiliate; (d) no amounts owed to the Company by a Seller or Seller’s Affiliate have been or will be waived; (e) no assets, rights or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliatesuch Vendor; (f) no indebtedness amount owed to the Company by such Vendor or other liabilities have any Vendor Associate of such Vendor has been or will be assumed or incurred, guaranteed or indemnified waived by the Company for the benefit of a Seller or a Seller’s AffiliateCompany; (g) no Encumbrance transaction or arrangement has been created over any of the assets of entered into by the Company in favour of with or for the benefit of a Seller such Vendor or a Seller’s Affiliateany Vendor Associate of such Vendor; (h) no management, service, monitoring lending or other shareholder borrowing has been made or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of undertaken between the Company to and such Vendor or for the benefit any Vendor Associate of a Seller or a Seller’s Affiliatesuch Vendor; (i) no costs or expenses of a Seller or Seller’s Affiliate relating indemnity has been given to the sale of the Shares (to any person), or to the other transactions contemplated and/or no liability has been incurred by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or incurred, by or on behalf of the Company to for such Vendor or on behalf for the benefit of a Seller or a Seller’s Affiliateany Vendor Associate of such Vendor; (j) there has been no payment by the Company has not has amended, nor will it amend the terms of its borrowing fees or indebtedness in the nature expenses to an adviser of borrowing owed by it to a Seller such Vendor or a Seller’s Affiliate to for the benefit of a Seller or a Seller’s Affiliate;any Vendor Associate of such Vendor in relation to the transaction which is the subject matter of this Agreement; and (k) the Company there has not entered into or amended the terms of any arrangement or been no agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from to do any of the matters referred to in paragraphs (aprohibited by sub-clauses 4.1(a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding arrangement to give effect to any of the matters referred to in paragraphs (a) to (k) abovei). 4.2 Each Seller shall Vendor severally undertakes to promptly notify the Purchaser in writing without delay if it becomes they become actually aware of any matter, event or circumstance that has occurred between the Locked Box Date and Completion which such Vendor is actually aware gives rise to a payment or transaction which constitutes or which might constitute a breach Leakage Claim, including reasonable details (in so far as they are known to the Vendor) of clause 4.1the Leakage concerned and as far as is reasonably practicable, an estimate of the quantum of such Leakage. 4.3 In the event of any breach of clause 4.1, each Seller Each Vendor severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) by to the Purchaser to pay to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member within 10 Business Days of the Purchaser’s Group), written demand an amount in cash equal (on a pound for pound basis) basis the amount of any Leakage received by, or benefited from by, such Vendor or any Vendor Associate of such Vendor (in each case, net of any Relief available to the Company in respect of such Leakage and any amount in respect of VAT which is recoverable as input tax by the Company in respect of such Leakage). 4.4 Subject to the provisions of paragraphs 14 to 17 of Schedule 5 (Limitations on liability), the liability of any Vendor under this clause 4 (Locked box) shall not in any circumstances exceed a sum equal to the aggregate amount or benefit value of any Leakage actually received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put Vendor and/or the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out Vendor Associates of such breach. 4.4 In Vendor or in respect of which that Vendor and/or the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability Vendor Associates of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the PurchaserVendor has actually benefited. 4.5 The liability of a Seller Vendor in respect of a claim for breach of warranty under sub-clause 4.1 (a "Leakage Claim") shall absolutely terminate (if that Leakage Claim has not been previously satisfied, settled or withdrawn) if: (a) the Leakage Claim has not been notified to the Vendors' Representative (on behalf of the Vendors) in writing (giving reasonable details of the claim (if those are known by the Purchaser), including the nature of the claim, the circumstances giving rise to it and the Purchaser's bona fide estimate of any Leakage alleged to have been received or benefited from) in accordance with clause 22 (Notices) within 9 months after the date of Completion; or (b) legal proceedings in respect of the Leakage Claim have not been commenced within 6 months after the date of notification. 4.6 If any Leakage is received by or benefits, or is deemed to have been received by or benefit, more than one Vendor or its Vendor Associates in amounts that are not otherwise ascertainable, each relevant Vendor shall be deemed to have received or benefitted from the proportion of such amounts of Leakage as is equal to the proportion that the Consideration paid to that Vendor bears to the aggregate amount of the Consideration paid to all Vendors who have, or who are deemed to have, received or benefitted from such amounts of Leakage. 4.7 The Purchaser shall not be entitled to make any Leakage Claim if and to the extent that: (a) such Leakage Claim is attributable to or is increased by any voluntary act, omission, transaction or arrangement carried out by, at the written request of or with the consent of, the Purchaser or any of its officers, employees or agents; (b) provision, reserve or allowance for the matter giving rise to the Leakage Claim has been made in the Locked Box Balance Sheet or the EV to Equity Bridge or the matter to which such Leakage Claim relates was taken into account in computing the amount of such provision, reserve or allowance; and (c) the Purchaser has otherwise made recovery in respect of the same matter to which such Leakage Claim relates. 4.8 A Vendor's only liability in connection with any matter that constitutes Leakage shall be under this clause 4 (Locked box). 4.9 Nothing in this clause 4 (Locked box) shall not be limitedlimit the liability of a Vendor to the extent of any fraud, restricted wilful concealment or excluded fraudulent misrepresentation by that Vendor in relation to any respect by any Leakage. 4.10 Save as set out in this clause 4 (Locked box), no other provision term of this agreementAgreement (including Schedule 5 (Limitations on liability)) or the Disclosure Letter shall qualify or limit the liability of any Vendor in respect of any Leakage Claim.

Locked Box. 4.1 5.1 Each Key Seller severally undertakes to the Buyer that between the Locked Box Date and in respect the Completion Date (both dates inclusive) the only payments of itself onlyany kind received by such Seller, warrants any Minority Seller, any Deferred Seller or any of their connected persons from any Group Company have been payments comprising Permitted Leakage. 5.2 Each Key Seller covenants and undertakes to the Purchaser Buyer that in the period commencing on from (and including) the day immediately following the Signing Locked Box Date up to (and including including) the Completion Date, Date (save to the extent that the same would constitute comprising Permitted Leakage:): (a) no dividend dividend, distribution or other distribution return of profits capital (whether by reduction of capital, purchase of shares or assets (including any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Actotherwise) has been or will be declared, made by the Company or would be treated as having been authorised, paid or made (whether actual or deemed) by the any Group Company to or for the benefit of a the Seller, any Minority Seller, any Deferred Seller or any person of their connected with either Seller (a “Seller’s Affiliate”)persons; (b) no payments payments, loans or financial benefits have been or will be made by or on behalf of a Group Company to or for the benefit of the Seller, any Minority Seller, any Deferred Seller or any of their connected persons; (c) no management, monitoring or other shareholder or directors' fees or bonuses or any Employee transaction or retention fees or bonuses, or payments of a similar nature have been paid or will be paid by or on behalf of a Group Company to or for the benefit of a Seller, any Minority Seller, any Deferred Seller or any of their connected persons; Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a Seller’s Affiliate;request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. (cd) no share or loan capital (or any interest therein) of the any Group Company has been or will be redeemed, redeemed by or repurchased from or repaid or result in a payment to or an agreement or obligation to make a payment to a for the benefit of the Seller, any Minority Seller, any Deferred Seller or a Seller’s Affiliateany of their connected persons; (de) no amounts amounts, liabilities or obligations owed to or for the benefit of a Group Company by a the Seller, any Minority Seller, any Deferred Seller or Seller’s Affiliate any of their connected persons have been or will be waived, released or forgiven; (ef) no assets, rights or other benefits interests have been or will be sold, disposed of, transferred or surrendered by the a Group Company to a the Seller, any Minority Seller, any Deferred Seller or a Seller’s Affiliateany of their connected persons; (fg) no indebtedness or other liabilities have been or will be assumed or assumed, discharged, incurred, guaranteed guaranteed, indemnified, waived or indemnified released by the a Group Company for the benefit of a the Seller, any Minority Seller, any Deferred Seller or a Seller’s Affiliateany of their connected persons; (gh) no Encumbrance has been or will be granted, created or allowed to arise over any of the assets or rights of the any Group Company in favour of or for the benefit of a the Seller, any Minority Seller, any Deferred Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments any of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliatetheir connected persons; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been Group Company has amended or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a the Seller, any Minority Seller, any Deferred Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliatetheir connected persons; and (mj) no neither the Seller, any Minority Seller, any Deferred Seller nor any of their connected persons has agreed or Seller’s Affiliate has made committed to do, or entered into any binding arrangement will agree or commit to give effect to do, any of the matters referred to things set out in paragraphs (aClauses 5.2(a) to (ki) (inclusive) above. 4.2 5.3 Each Key Seller shall undertakes to the Buyer to notify the Purchaser Buyer in writing without delay if it becomes promptly after becoming aware of a payment or transaction which constitutes or which might constitute a any breach of clause 4.1Clause 5.1 or 5.2 including the reasonable details thereof. 4.3 In 5.4 Each Key Seller severally undertakes to the Buyer, in the event of any breach of clause 4.1the covenant set out in Clause 5.1 or Clause 5.2 by that Seller, each Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) by the Purchaser to pay to the Purchaser Buyer on demand an amount in cash equal to (i) the Purchaser acting for itself amount of any payment, benefit or other item received by it or any of its connected persons, and as agent (ii) the amount of any payment, benefit or other item received by any Minority Seller, any Deferred Seller or any of its connected persons multiplied by such Key Seller's Relevant Proportion, in breach of Clause 5.1 or Clause 5.2 together in each case with any liability to Tax suffered by any Group Company (and trustee for each member of the Purchaser’s Group)any associated Tax cost due by a Group Company) in connection with providing such payment, benefit or other item together with an amount equal (on to the reasonable professional fees, costs and expenses incurred by the Buyer in recovering such sums from the Key Sellers. 5.5 No Seller shall be liable to make a pound for pound basis) to any amount payment under Clause 5.2 or benefit received by that 5.4 unless the Buyer has notified the Key Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser or any Member in writing of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out of such breach. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser relevant Locked Box Warranties, on or before the date falling nine months after Completion. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to pay a request for confidential treatment and have been filed separately with the Consideration payable Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to that Seller under clause 3Item 601(b)(2) of Regulation S-K. 5.6 Such notification referred to in Clause 5.5 above shall set out in reasonable detail the nature of the breach and, if practicable, the amount claimed, in each case to the extent that such liability is Settled (as defined in clause 4.2 of known by the Escrow Agreement) in favour of the PurchaserBuyer. 4.5 The 5.7 Nothing in this Clause 5 shall have the effect of limiting, restricting or excluding any liability arising as a result of a Seller under this clause 4 shall not be limited, restricted any fraud or excluded in any respect by any other provision of this agreementfraudulent misrepresentation.

Locked Box. 4.1 Each Seller severally and in AGR Group ASA (with respect of itself only, warrants and undertakes to the Purchaser that in the period commencing on the day immediately following the Signing Date up AGR Group) and FieldCo Invest AS (with respect to and including the Completion Date, save itself) covenant to the extent that Buyer that, other than Permitted Leakages, since the same would constitute Permitted LeakageLocked Box Date to (and including) the Closing Date: (a) no dividend management, service or other fees or compensation has been or will be paid from any Group Company to the AGR Group or FieldCo Invest AS; b) no share or loan capital has been or will be redeemed, purchased or repaid by any Group Company to the AGR Group or FieldCo Invest AS; c) no dividends or distribution of profits or assets (including any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Act) has been or will be declared, made by the Company or would be treated as having been paid or made by the any Group Company to or for in favour of the benefit of a Seller AGR Group or any person connected with either Seller (a “Seller’s Affiliate”)FieldCo Invest AS; (b) no payments have been or will be made by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (c) no share or loan capital of the Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s Affiliate; (d) no amounts owed to the Company by a Seller or Seller’s Affiliate have been or will be waived; (e) no assets, rights or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit of a Seller or a Seller’s Affiliate; (g) no Encumbrance has been created over any costs and expenses of the assets of the Company in favour of AGR Group or for the benefit of a Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate FieldCo Invest AS relating to the sale of the Shares (to any person), or including but not limited to the other transactions contemplated by this agreement (including any professional advisers’ fees financial and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person))legal vendor due diligence reviews and brokers fees, have been or will be paid or incurred, incurred by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s AffiliateGroup Company; and (me) no Seller or Seller’s Affiliate neither the AGR Group nor FieldCo Invest AS has made or entered into and neither will make or enter into any binding agreement or arrangement to give effect relating to any of the matters referred to in paragraphs (sub-sections a) to (kd) above. 4.2 . Each Seller shall undertakes to the Buyer to notify the Purchaser Buyer in writing without delay if it becomes promptly after becoming aware of a payment or transaction which constitutes or which might constitute a breach of clause 4.1. 4.3 any Leakage. In the event of any breach of clause 4.1this Clause 3.3, each the relevant Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) by the Purchaser to pay shall repay to the Purchaser relevant Group Company on a NOK for NOK basis an amount equal to the amount received by such Seller (the Purchaser acting for itself and as agent and trustee for each or, with respect to AGR Group ASA, any member of the Purchaser’s AGR Group), an amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective Seller’s Affiliates and shall take from such action as may be necessary to put the Purchaser or any Member of its Group Company in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out of such breach. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller this Clause 3.3. Notwithstanding anything to the Purchaser under clause 4.3contrary set out in this Agreement, against the obligation of a Seller to repay any and all amounts received from a Group Company in breach of this Clause 3.3 shall be the Purchaser Buyer’s sole and exclusive remedy with respect to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 a Leakage. The liability of a the Sellers pursuant to this Clause 3.3 shall (i) be several and not joint and (ii) terminate on the date falling three months after the Closing Date, except with respect to any Leakage of which the Buyer has notified the relevant Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreementprior to that date.

Locked Box. 4.1 8.1 Each Seller severally and (in respect of itself only, warrants only and not in respect of any other Seller) other than the Warrantholders severally covenants and undertakes to the Purchaser Buyer that in the period commencing on from (and excluding) the day immediately following the Signing Locked Box Date up to (and including including) the Completion DateDate (the “Locked Box Period”), save apart from any Permitted Leakages, no payments, distributions, contributions or gifts have been made (and no agreement has been entered into to make any payments, distributions, contributions or gifts) by any Group Company to any Seller or the officers, employees, agents and advisers of any Seller or any of its Affiliates and without prejudice to the extent that generality of the same would constitute Permitted Leakageforegoing: (a) 8.1.1 no dividend or other distribution of profits or assets (including any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Act) has been or will be declared, paid or made by the Company or would be treated as having been paid or made by the Company to or for the benefit of a that Seller whether in its capacity as shareholder or any person connected with either Seller (a “Seller’s Affiliate”)director; (b) no 8.1.2 the only payments have been or will be made to that Seller by or on behalf a Group Company are in respect of the Company to or for the benefit of a Seller or a Seller’s AffiliatePermitted Leakages and are listed in Schedule 4; (c) 8.1.3 no share or loan capital of the Company has been or will be created, issued redeemed, repurchased or repaid, or, in respect of any Group Company, issued or repaid or result in a payment to or an agreement redeemed or obligation to make a payment to a purchased from that Seller or a Seller’s Affiliateits Affiliates; (d) 8.1.4 no amounts owed to the a Group Company by a that Seller or Seller’s Affiliate have been waived or will be waivedforgiven; (e) 8.1.5 no assets, rights or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed incurred (or indemnified any indemnity given in respect thereof) by the a Group Company for the benefit of a Seller or a that Seller’s Affiliate; (g) 8.1.6 no new Encumbrance has been created over any of the assets of the any Group Company in favour of that Seller; 8.1.7 no management charge or for the benefit fee has been levied by that Seller against any Group Company and there has been no payment of a any management, service or other fees or compensation from any Group Company to that Seller or a Seller’s Affiliateany of its Affiliates; (h) 8.1.8 no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have payment has been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person)made, or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or liability incurred, by or on behalf the Group in respect of the Company to or on behalf of a Transaction Costs; and 8.1.9 that Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor agreed or committed and will it amend the terms of its borrowing not agree or indebtedness in the nature of borrowing owed by it commit to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from do any of the matters referred things set out in clauses 8.1.1 to in paragraphs 8.1.8 (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding arrangement to give effect to any of the matters referred to in paragraphs (a) to (kinclusive) above. 4.2 8.2 Each Seller (in respect of itself only and not in respect of any other Seller) shall notify the Purchaser Buyer in writing without delay if it becomes aware of a payment or transaction which constitutes or which might will constitute if made a breach of clause 4.18.1. 4.3 In 8.3 Subject to clause 8.4 in the event of any breach of clause 4.18.1, each Seller severally undertakes shall (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) on demand by the Purchaser to Buyer pay to the Purchaser Buyer the amount (the Purchaser Buyer acting for itself and as agent and trustee for each member Buyer’s Group Undertaking) on a £ for £ basis, as a reduction of the Purchaser’s Group)Total Consideration, an equal to the amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective in respect of such breach, such reduction being deducted firstly from that Seller’s Affiliates Share Consideration and secondly from that Seller’s Investor Loan Note Consideration or Management Loan Note Redemption Amount as appropriate. A claim under this clause 8.3 shall take such action as may be necessary the sole remedy available to put the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action Buyer arising (directly or indirectly) out of such breach. 4.4 In the event of any from a breach of clause 4.1 prior 8.1. 8.4 Each Seller (in respect of itself only and not in respect of any other Seller) is not liable to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser make a payment under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreement.8.3:

Locked Box. 4.1 Each Seller severally and undertakes (in respect of itself only, warrants payments made to him or benefit conferred on him and undertakes persons Connected with him only and not in respect of any payments made to or benefit conferred on any other Seller or persons Connected with them) to the Purchaser Buyer that in from (and excluding) the period commencing on the day immediately following the Signing Locked Box Date up to (and including including) the Completion Date, save to the extent that the same would constitute other than any Permitted Leakage: (a) there has been no dividend payment of any management, service or other distribution of profits fees or assets (including compensation or transaction bonuses from any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Act) has been or will be declared, made by the Company or would be treated as having been paid or made by the Group Company to or for the benefit of a that Seller or any person connected to persons Connected with either Seller (a “Seller’s Affiliate”)him; (b) no payments have been or will be made by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (c) no share or loan capital of the any Group Company (or any interest thereon) has been issued to that Seller or will be to any person Connected with that Seller or redeemed, repurchased purchased or repaid or result in a payment to or an agreement or obligation to make a payment to a by such Group Company for the benefit of that Seller or for the benefit of any person Connected with that Seller; (c) the only payments received by that Seller or by a Seller’s Affiliateperson Connected with that Seller from any Group Company have been payments in respect of Permitted Leakages; (d) no amounts owed dividend or distribution of profits, capital or assets, or any bonus or other payment of any nature has been paid or declared or made by any Group Company to the Company by a Seller or in favour of that Seller’s Affiliate have been or will be waived; (e) no assetsGroup Company has waived, rights deferred or other benefits have been released or will be transferred agreed to waive, defer or release (whether conditional or not) any amount. liability or obligation owed to that Group Company by the Company to a that Seller or by a person Connected with that Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed incurred (or indemnified any indemnity or guarantee given in respect thereof) by the any Group Company for the benefit in favour of a or on behalf of that Seller or by a person Connected with that Seller’s Affiliate; (g) no Encumbrance has been created over any of the assets of the any Group Company in favour of or for the benefit on behalf of a that Seller or by a person Connected with that Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a that Seller or Seller’s Affiliate relating any person Connected with that Seller which relate either to the sale of the Sale Shares (to any person), ) or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction document required to be executed or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), delivered at Completion) have been paid or will incurred (whether by way of repayment of any debt or otherwise) or have been agreed to be paid or incurred, by or on behalf of the Company any Group Company; (i) no assets have been transferred to or on behalf liabilities assumed, indemnified or incurred by any Group Member in favour or for the benefit of a that Seller or a any person Connected with that Seller’s Affiliate;; and (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a relevant Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding agreement or arrangement to give effect relating to any of the matters referred to in paragraphs (a) to (k) abovethis clause 4.1. 4.2 Each Seller shall undertakes (in respect of himself and persons Connected with him only and not in respect of any other Seller or persons Connected with them) to the Buyer to notify the Purchaser Buyer in writing without delay if it becomes promptly after becoming aware of any receipt by that Seller or by a payment person Connected with that Seller of any payments or transaction benefits conferred or circumstances which constitutes or which might could constitute a breach by him of the undertakings in clause 4.1. 4.3 In the event of any breach of clause 4.1, each the relevant Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) shall, on demand by the Purchaser to Buyer at any time between Completion and the date falling 9 months following Completion, pay to the Purchaser Buyer (the Purchaser Buyer acting for itself and as agent and trustee for each member of the Purchaser’s Group), Group Company) an amount equal (on a pound for pound basis) to any amount the payment, benefit or benefit other item received by the Seller or by the person Connected with that Seller in breach of clause 4.1. Any such payments shall, to the extent possible, be deemed to give rise to a corresponding reduction in the consideration received by that Seller for the Sale Shares sold by that Seller. The Buyer shall have no remedy for a breach of any of the undertakings set out in clause 4.1 save for this clause 4.3 including without limitation in respect of any demand served after a 9 month period following Completion (save in the event of fraud, wilful misstatement, wilful non-disclosure or its respective Seller’s Affiliates and shall take such action as may be necessary to put dishonesty by the Purchaser relevant Seller or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection person Connected with such breachhim), whether before or after the start of an action arising (directly or indirectly) out of such breach. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a each Seller under this clause 4 shall not be limited, restricted limited or excluded qualified in any respect by the provisions of clause 6. 4.5 Notwithstanding any provision to the contrary contained in this agreement, the Sellers shall not be deemed to be Connected with any Group Companies or any other provision Seller (with the exception, in the case of the Warrantors, of their spouses) for the purpose of the Locked Box arrangements set out in this agreementclause 4.

Locked Box. 4.1 Each The Seller severally and in respect of itself only, warrants and undertakes to the Purchaser Buyer and the Parent that (other than as set forth in Schedule 4 hereto) as at Completion: 4.1.1 since the period commencing on the day immediately following the Signing Date up to and including the Completion Locked Box Date, save no management charge or fee has been levied by the Seller or any of its Affiliates against any Group Company and there has been no payment of any management, service or other fees or compensation from any Group Company to the extent that Seller or any of its Affiliates; 4.1.2 since the same would constitute Permitted Leakage:Locked Box Date, no share or loan capital of any Group Company has been issued, redeemed, purchased or repaid to or in favour of the Seller or any of its Affiliates; (a) 4.1.3 since the Locked Box Date, the only payments received by the Seller or any of its Affiliates from the Group Companies have been payments set forth in Schedule 4 hereto; 4.1.4 since the Locked Box Date, no dividend or other distribution of profits or assets (including or any distribution as defined in Part IV bonus or other payment of the Taxes Act and extended by section 418 of the Taxes Act) any nature has been or will be declared, made by the Company or would be treated as having been paid or declared or made by the any Group Company to or for in favour of the benefit of a Seller or any person connected with either Seller (a “Seller’s Affiliate”)of its Affiliates; (b) 4.1.5 since the Locked Box Date, no payments have been or will be made by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (c) no share or loan capital of the Group Company has been paid or will be redeemedaccrued any advisory fees, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s Affiliate; (d) no amounts owed to the Company by a Seller or Seller’s Affiliate have been or will be waived; (e) no assets, rights or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit of a Seller or a Seller’s Affiliate; (g) no Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ Transaction fees or bonuses out-of-pocket expenses or management incentive payments of a similar nature have been any kind in connection with the Transaction or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated hereunder (other than as set forth in Schedule 4 hereto); 4.1.6 since the Locked Box Date, no Group Company has waived any amount owed to the Group by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s AffiliateAffiliates; and (m) no 4.1.7 neither the Seller or Seller’s Affiliate nor any of its Affiliates has made or entered into any binding agreement or arrangement to give effect relating to any of the matters referred to in paragraphs this Clause 4.1 (aother than as set forth in Schedule 4 hereto). Notwithstanding the foregoing, no transaction undertaken on an arms’ length basis and in the ordinary course of business between (x) to any Group Company, on the one hand, and (ky) aboveany other portfolio company of any private equity fund or similar investment vehicle managed or advised by any direct or indirect shareholder of the Seller or any Affiliate of such shareholder, on the other hand, shall be deemed a breach of the warranties set forth in this Clause 4.1. 4.2 Each The Seller shall notify the Purchaser Buyer and the Parent in writing without delay if it becomes promptly after becoming aware of a any receipt by the Seller of any payment or transaction which constitutes or which might constitute constituting a breach of clause the warranties set forth in Clause 4.1. 4.3 In Subject to Clauses 8.4 and 8.5, the event Seller shall indemnify the Parent and the Buyer (as trustee for and on behalf of any breach each member of clause 4.1, each Seller severally undertakes (in respect of itself and any of its Sellerthe Buyer’s Affiliates only and not Group) on a euro for euro basis in respect of any other Seller or their respective Seller’s Affiliates) breach by it of any of the Purchaser to pay warranties set forth in Clause 4.1. Any payment under this Clause 4.3 shall be treated as an adjustment to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s Group), an amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out of such breachCash Consideration. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreement.

Locked Box. 4.1 Each The Seller severally and in respect of itself only, warrants and undertakes to the Purchaser that in since the period commencing on the day immediately following the Signing Reference Balance Sheet Date up to and including the Completion Date, save to the extent that the same would constitute Permitted Leakageno Group Company: (a) no dividend or other distribution of profits or assets (including has made any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Act) has been or will be declaredpayment to, made by the Company or would be treated as having been paid or made by the Company to or for the benefit of, any member of a Seller the Seller’s Group or any person connected with either Seller (a “director of any member of the Seller’s Affiliate”)Group excluding any payment under an employee contract or service contract entered into prior to the Reference Balance Sheet Date and on the terms prevailing at that date, details of which are in the Data Room; (b) no payments have been has suffered or will be made by incurred any debt, liability (whether actual, contingent or on behalf of the Company to prospective) or obligation to, or for the benefit of, any member of a Seller or a the Seller’s AffiliateGroup or any director of any member of the Seller’s Group excluding any debt, liability or obligation under an employment contract or service contract entered into prior to the Reference Balance Sheet Date and on the terms prevailing at that date, details of which are in the Data Room; (c) no share has given, or loan capital become bound by, or made any payment pursuant to, any security, guarantee, indemnity, counter-indemnity or surety of any nature whatsoever in respect of any debt, liability or obligation of any member of the Company has been or will be redeemedSeller’s Group, repurchased or repaid or result in a payment to or an agreement any director of any member of the Seller’s Group excluding any debt, liability or obligation under an employment contract or service contract entered into prior to make a payment to a Seller or a Seller’s Affiliatethe Reference Balance Sheet Date and on the terms prevailing at that date; (d) no amounts owed has acquired or purchased from or sold, transferred or otherwise disposed of or lent or gifted to any member of the Company by a Seller or Seller’s Affiliate have been Group or will be waivedany director of any member of the Seller’s Group any money, asset (whether tangible or intangible) or any other right, title or interest therein; (e) no assetshas made, rights paid or declared any dividend of any nature or other benefits have been distribution of any kind or will be transferred by paid any interest or principal (on any debt or loan) to any member of the Company to a Seller or a Seller’s AffiliateGroup (other than another Group Company); (f) no indebtedness has created, allotted or issued any share or loan capital or purchased or redeemed any of its share or loan capital (other liabilities have been than to or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit of a Seller or a Seller’s Affiliate;from another Group Company); or (g) no Encumbrance has been created over any materially varied the payment practices relating to trade creditors or accelerated the collection of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate;trade debts; or (h) no management, service, monitoring has forgiven or other shareholder or directors’ fees or bonuses or payments of waived any amounts owed to a similar nature have been or will be paid Group Company by or on behalf any members of the Company to or for the benefit of a Seller or a Seller’s Affiliate;Group; or (i) no has paid or incurred any costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), ) or to the any other transactions transaction contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of except in relation to the completion of the sale of the Shares (to any personLTIP)), have been or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate;; or (j) the Company has not has amended, nor will it amend amended the terms of any of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a any member of the Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate;Group; or (k) has incurred any borrowing or indebtedness in the Company has not entered into or amended the terms nature of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms;borrowing; or (l) no agreements, understandings has agreed or arrangements have been further undertaken or will be entered into whereby the person directly benefiting from conditionally agreed or undertaken to do any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding arrangement to give effect to any of the matters referred to in paragraphs (a) to (k) aboveforegoing. 4.2 Each Seller The Purchaser shall notify the Purchaser in writing without delay if it becomes aware of a payment or transaction which constitutes or which might constitute a breach of clause 4.1. 4.3 In the event of not be entitled to bring any breach of clause 4.1, each Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) by the Purchaser to pay to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s Group), an amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out of such breach. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a Seller claim under this clause 4 shall not be limitedin respect of a matter, restricted fact or excluded circumstance which is fairly disclosed in any respect by any other provision of the Disclosure Letter with reference to this agreementclause 4.

Locked Box. 4.1 7.1 Each Seller severally and in respect of itself only, warrants covenants and undertakes to the Purchaser Buyer that in the period commencing on from (and excluding) the day immediately following the Signing Locked Box Date up to (and including including) the Completion Date, Date (save to the extent that the same would constitute comprising a Permitted Leakage:): (a) 7.1.1 no dividend or other distribution of profits (whether in cash or assets in kind) (including any distribution as defined in Part IV 23 of the Taxes Act and extended by section 418 of the Taxes ActCTA 2010) has been or will be declared, made by the Company or would be treated as having been paid or made by any Group Company to or for the benefit of such Seller or any of its Affiliates or Portfolio Companies; 7.1.2 no Group Company has returned or will return (in cash or in kind) any of its share capital (as applicable) to or for the benefit of a Seller or any person connected with either Seller (of its Affiliates or Portfolio Companies, whether as a “Seller’s Affiliate”)result of a redemption, repurchase, repayment, reduction of its share capital or otherwise; (b) 7.1.3 no Group Company has transferred or will transfer any material asset, rights or other benefits to or for the benefit of a Seller or any of its Affiliates or Portfolio Companies, other than on arm’s length commercial terms; 7.1.4 no Group Company has amended or will amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or any of its Affiliates or Portfolio Companies; 7.1.5 no Encumbrance has been or will be created over any of the assets of a Group Company in favour of or for the benefit of a Seller or any of its Affiliates or Portfolio Companies; 7.1.6 no payments have been or will be made by or on behalf of the any Group Company to or for the benefit of a Seller or a Seller’s Affiliateany of its Affiliates or (otherwise than in the ordinary course of business) any of its Portfolio Companies; (c) no share or loan capital of the Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s Affiliate; (d) 7.1.7 no amounts owed to the any Group Company by a Seller or Seller’s Affiliate any its Affiliates or Portfolio Companies have been or will be waived; (e) no assets, rights deferred or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit forgiven nor has any liability of a Seller or a Seller’s Affiliateany of its Affiliates or Portfolio Companies been assumed or discharged nor will it be assumed or discharged; (g) no Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (h) 7.1.8 no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the any Group Company to or for the benefit of a such Seller or a Seller’s Affiliateany of its Affiliates or its Portfolio Companies; (i) 7.1.9 no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and nor any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares Completion (to any person)), have been or will be paid or incurred, by or on behalf of the any Group Company to or on behalf of a such Seller or a Seller’s Affiliateany of its Affiliates or its Portfolio Companies; (j) the 7.1.10 no Group Company has not has amendedmade or provided or agreed or will make or provide or agree any gift (including any transfer of an asset, nor will it amend the terms of its borrowing right or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the other benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, than on arm’s length terms), guarantee, security, third party right, or loan to, or for the benefit of, a Seller or any of its Affiliates or its Portfolio Companies; (l) no agreements, understandings 7.1.11 neither the relevant Seller nor any of its Affiliates nor any Portfolio Company have agreed or arrangements have been committed or will be entered into whereby the person directly benefiting from agree or commit to take or omit any of the matters referred actions set out in clauses 7.1.1 to in paragraphs 7.1.10 (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding arrangement to give effect to any of the matters referred to in paragraphs (a) to (kinclusive) above, (“Leakage”). 4.2 Each Seller shall notify the Purchaser 7.2 Subject to Completion having taken place, in writing without delay if it becomes aware of a payment or transaction which constitutes or which might constitute a breach of clause 4.1. 4.3 In the event of any breach of clause 4.17.1 by a Seller, each the relevant Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) shall on demand by the Purchaser to Buyer pay the Buyer or procure payment to the Purchaser (Buyer an amount, as an adjustment to the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s Group)Consideration Amount, an amount equal (on a pound £ for pound £ basis) to the sum of cash or cash equivalent value (as of the date thereof) of the (i) Leakage; (ii) plus any amount or benefit received documented professional advisers’ fees and other out of pocket expenses properly incurred in recovery of the Leakage; (iii) plus, to the extent not included in 7.2(i), any Tax incurred by that Seller or its respective Sellerthe Buyer, any Buyer’s Affiliates and shall take such action as may be necessary to put the Purchaser Group Undertaking or any Member member of its the Group in on the same position Leakage; (iv) less an amount equal to any credit, repayment or refund of Tax to a Buyer’s Group Undertaking or any member of the Group as if a result of the breach had not occurred Leakage (including payment of any Tax paid in connection with such breachclause 7.2 (i), whether before or after (ii), (iii) and (iv) together being the start of an action “Gross Leakage”); plus interest at [REDACTED – Percentage] per annum on the Gross Leakage from the date on which the Leakage occurs to the date on which it is repaid by the relevant Seller. A claim under this clause 7.2 shall be the sole remedy available to the Buyer arising (directly or indirectly) out of such breach. 4.4 In the event of any from a breach of clause 4.1 prior 7. 7.3 No Seller is liable to Completionmake a payment under clause 7.2 unless the Buyer has notified the Seller in writing of its breach of clause 7.1, each or the claim under clause 7.2, stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before the date falling [REDACTED – Time Period] from the Completion Date, in which case, in relation to any relevant breaches notified, that Seller agrees that shall remain liable until any relevant claims have been satisfied, settled or withdrawn and any payment in respect of any such satisfaction or settlement has been made to the Purchaser may set off Buyer. 7.4 Nothing in this clause 7 shall have the effect of limiting, restricting or excluding any liability arising as a result of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled any fraud (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaseror fraudulent misrepresentation). 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreement.

Locked Box. 4.1 Each 5.1 The Seller severally and in respect of itself only, warrants and undertakes to the Purchaser Buyer that in (other than any Permitted Payment) during the period commencing on the day immediately following the Signing Date up from 1st August 2008 to and including the Completion Date, save to the extent that the same would constitute Permitted Leakage:Date (both dates inclusive): (a) no transfers of value have been made to the Seller or any other member of the Seller’s Group by the Company and no debt or amount owing by the Seller or any other member of the Seller’s Group to the Company has been waived or forgiven; (b) no indemnity has been granted by the Company in favour of the Seller or any other member of the Seller’s Group; (c) no management charge or fee has been levied by the Seller or any other member of the Seller’s Group against the Company and there has been no payment of any management, service or other fees or compensation from the Company to the Seller or any other member of the Seller’s Group; (d) no share or loan capital of the Company has been created, issued, redeemed, purchase or repaid; (e) the only payments received by the Seller or any other member of the Seller’s Group from the Company have been payments in respect of Permitted Payments as listed in schedule 7; (f) no dividend or other distribution of profits or assets (including any distribution as defined in Part IV of the VI Income and Corporation Taxes Act 1988 (ICTA) and extended by section 418 ICTA), or any bonus or other payment of the Taxes Act) any nature has been paid or will be declared, made by the Company or would be treated as having been paid declared or made by the Company to or for in favour of the benefit of a Seller or any person connected with either Seller (a “other member of the Seller’s Affiliate”); (b) no payments have been or will be made by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (c) no share or loan capital of the Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s Affiliate; (d) no amounts owed to the Company by a Seller or Seller’s Affiliate have been or will be waived; (e) no assets, rights or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit of a Seller or a Seller’s Affiliate;Group; and (g) no Encumbrance has been created over neither the Seller nor any other member of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate Group has made or entered into any binding agreement or arrangement to give effect relating to any of the matters referred to in paragraphs this clause 5.1 (other than Permitted Payments). 5.2 The Seller undertakes to notify the Buyer in writing promptly after becoming aware of any receipt by the Seller or any of the payments which would constitute a breach by it of the warranty in clause 5.1. 5.3 The Seller warrants to the Buyer that: (a) the Borrowings as at Completion do not exceed £0; (b) the balance in the Company’s bank statements was at 28 November 2008 £13,690,872 in aggregate; (c) the sum which remains payable to Software AG (kUK) above. 4.2 Each Seller shall notify Limited pursuant to the Purchaser in writing without delay if it becomes aware Software AG Agreement is £782,792 (inclusive of a payment VAT) (Software AG Liability) and there are no other sums payable (actual or transaction which constitutes or which might constitute a breach of clause 4.1. 4.3 In the event of any breach of clause 4.1, each Seller severally undertakes contingent) to Software AG (UK) Limited in respect of itself the Software AG Litigation; and (d) the list of debtors of the Company as at 30 November 2008, in the agreed form, is accurate as at that date and any none of its Seller’s Affiliates only and not those debts has been released, discharged or waived by the Company. 5.4 Subject to clause 5.5 below, the Seller shall indemnify the Buyer on demand on a £ for £ basis in respect of any other Seller or their respective Seller’s Affiliates) breach by the Purchaser to pay to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member it of any of the Purchaser’s Group), an amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser or any Member of its Group warranties set out in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out of such breachclause 5.1 and/or 5.3. 4.4 In 5.5 The liability of the event Seller for any claim in respect of any breach by it of clause 4.1 prior to Completion, each Seller agrees that any of the Purchaser may warranties set off out in clauses 5.1 and 5.3 (Locked Box Claim) shall terminate 6 months after Completion save in respect of any liability of such Seller Locked Box Claim which the Buyer has notified to the Purchaser Seller on or before the date falling 6 months after Completion. 5.6 The Seller warrants that, save as provided under clause 4.3the Transaction Documents, against there are no monies outstanding by the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, Company to the extent that such liability is Settled (Seller’s Group as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaserat Completion. 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreement.

Locked Box. 4.1 7.1 Each Seller severally and in respect of itself only, warrants covenants and undertakes to the Purchaser Buyer that in the period commencing on from (and excluding) the day immediately following the Signing Locked Box Date up to (and including including) the Completion Date, Date (save to the extent that the same would constitute comprising a Permitted Leakage:): (a) 7.1.1 no dividend or other distribution of profits (whether in cash or assets in kind) (including any distribution as defined in Part IV 23 of the Taxes Act and extended by section 418 of the Taxes ActCTA 2010) has been or will be declared, made by the Company or would be treated as having been paid or made by any Group Company to or for the benefit of such Seller or any of its Affiliates or Portfolio Companies; 7.1.2 no Group Company has returned or will return (in cash or in kind) any of its share capital (as applicable) to or for the benefit of a Seller or any person connected with either Seller (of its Affiliates or Portfolio Companies, whether as a “Seller’s Affiliate”)result of a redemption, repurchase, repayment, reduction of its share capital or otherwise; (b) 7.1.3 no Group Company has transferred or will transfer any material asset, rights or other benefits to or for the benefit of a Seller or any of its Affiliates or Portfolio Companies, other than on arm’s length commercial terms; 7.1.4 no Group Company has amended or will amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or any of its Affiliates or Portfolio Companies; 7.1.5 no Encumbrance has been or will be created over any of the assets of a Group Company in favour of or for the benefit of a Seller or any of its Affiliates or Portfolio Companies; 7.1.6 no payments have been or will be made by or on behalf of the any Group Company to or for the benefit of a Seller or a Seller’s Affiliateany of its Affiliates or (otherwise than in the ordinary course of business) any of its Portfolio Companies; (c) no share or loan capital of the Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s Affiliate; (d) 7.1.7 no amounts owed to the any Group Company by a Seller or Seller’s Affiliate any its Affiliates or Portfolio Companies have been or will be waived; (e) no assets, rights deferred or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit forgiven nor has any liability of a Seller or a Seller’s Affiliateany of its Affiliates or Portfolio Companies been assumed or discharged nor will it be assumed or discharged; (g) no Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (h) 7.1.8 no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the any Group Company to or for the benefit of a such Seller or a Seller’s Affiliateany of its Affiliates or its Portfolio Companies; (i) 7.1.9 no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and nor any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares Completion (to any person)), have been or will be paid or incurred, by or on behalf of the any Group Company to or on behalf of a such Seller or a Seller’s Affiliateany of its Affiliates or its Portfolio Companies; (j) the 7.1.10 no Group Company has not has amendedmade or provided or agreed or will make or provide or agree any gift (including any transfer of an asset, nor will it amend the terms of its borrowing right or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the other benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, than on arm’s length terms), guarantee, security, third party right, or loan to, or for the benefit of, a Seller or any of its Affiliates or its Portfolio Companies; (l) no agreements, understandings 7.1.11 neither the relevant Seller nor any of its Affiliates nor any Portfolio Company have agreed or arrangements have been committed or will be entered into whereby the person directly benefiting from agree or commit to take or omit any of the matters referred actions set out in clauses 7.1.1 to in paragraphs 7.1.10 (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding arrangement to give effect to any of the matters referred to in paragraphs (a) to (kinclusive) above, (“Leakage”). 4.2 Each Seller shall notify the Purchaser 7.2 Subject to Completion having taken place, in writing without delay if it becomes aware of a payment or transaction which constitutes or which might constitute a breach of clause 4.1. 4.3 In the event of any breach of clause 4.17.1 by a Seller, each the relevant Seller severally undertakes shall on demand by the Buyer pay the Buyer or procure payment to the Buyer an amount, as an adjustment to the Consideration Amount, equal (on a £ for £ basis) to the sum of cash or cash equivalent value (as of the date thereof) of the (i) Leakage; (ii) plus any documented professional advisers’ fees and 7.3 No Seller is liable to make a payment under clause 7.2 unless the Buyer has notified the Seller in respect writing of itself its breach of clause 7.1, or the claim under clause 7.2, stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before the date falling [REDACTED – Time Period] from the Completion Date, in which case, in relation to any relevant breaches notified, that Seller shall remain liable until any relevant claims have been satisfied, settled or withdrawn and any of its Seller’s Affiliates only and not payment in respect of any other Seller such satisfaction or their respective Seller’s Affiliates) by the Purchaser to pay settlement has been made to the Purchaser (Buyer. 7.4 Nothing in this clause 7 shall have the Purchaser acting for itself and effect of limiting, restricting or excluding any liability arising as agent and trustee for each member of the Purchaser’s Group), an amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment result of any Tax paid in connection with such breachfraud (or fraudulent misrepresentation), whether before or after the start of an action arising (directly or indirectly) out of such breach. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreement.

Locked Box. 4.1 Each Seller severally of the Major Sellers, in relation to the period from July 1, 2018 (the “Locked Box Date”) to the date hereof (included), represents and warrants to Buyer, and, in respect of itself onlyrelation to the period from the date hereof to the Closing Date, warrants subject to Paragraph 16.1 (Several and not joint liability), undertakes to the Purchaser that in the period commencing on the day immediately following the Signing Date up to and including the Completion Dateprocure that, save to the extent that the same would constitute except for any Permitted Leakage: (ai) no dividend neither the Company nor any of its Subsidiaries has paid, or other distribution will pay (and as of profits or assets and following the effectiveness of the Green Carve Out, Green has not paid, and will not pay), any amount to such Major Seller and/or his/her/its Affiliates (including any distribution as defined management fees, monitoring fees, service or directors’ fees, bonuses, severance, change in Part IV control, transaction, termination indemnity or retention payments (or similar compensation or benefits), royalties, rent, license fees or other compensation of the Taxes Act and extended by section 418 of the Taxes Act) has been or will be declared, made by the Company or would be treated as having been paid or made by the Company to or for the benefit of a Seller or any person connected with either Seller (a “Seller’s Affiliate”kind); (bii) no payments have been neither the Company nor any of its Subsidiaries has paid, or will be made by pay (and as of and following the effectiveness of the Green Carve Out, Green has not paid, and will not pay), any dividends or on behalf has made, or will make (and as of and following the effectiveness of the Green Carve Out, Green has not made, and will not make), any distributions (whether in cash or in kind) or payments in lieu of any dividend or distribution, to such Major Seller and/or his/her/its Affiliates (other than to the Company or to a Subsidiary of the Company); (iii) neither the Company nor any of its Subsidiaries has made, or will make (and as of and following the effectiveness of the Green Carve Out, Green has not made, and will not make), (a) any payment in respect of share capital or other equity interest of the Company or any of its Subsidiaries (or Green, as applicable) to or for such Major Seller and/or his/her/its Affiliates (other than to the benefit of a Seller Company or a Seller’s AffiliateSubsidiary of the Company), (b) any amount payable to such Major Seller and/or his/her/its Affiliates (other than to the Company or to a Subsidiary of the Company) on the repurchase, redemption, reduction or cancellation of any shares or other equity interests, or (c) any return of capital to such Major Seller and/or his/her/its Affiliates (other than to the Company or to a Subsidiary of the Company); (civ) no share neither the Company nor any of its Subsidiaries has redeemed, repaid, prepaid, purchased, repurchased, reimbursed or loan capital otherwise satisfied, or will redeem, repay, prepay, purchase, repurchase, reimburse or otherwise satisfy (and as of and following the effectiveness of the Green Carve Out, the foregoing as applied to Green), any Indebtedness of such Major Seller and/or his/her/its Affiliates (other than the Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s AffiliateSubsidiary of the Company); (dv) neither the Company nor any of its Subsidiaries has entered into or committed to enter into, or will enter into or commit to enter into (and as of and following the effectiveness of the Green Carve Out, Green has not entered into or committed to enter into, and will not enter into or commit to enter into), any transaction with such Major Seller and/or his/her/its Affiliates (other than the Company or a Subsidiary of the Company); (vi) no amounts owed to the Company and/or any of its Subsidiaries (and/or as of and following the effectiveness of the Green Carve Out, no amounts owed to Green) by such Major Seller and/or his/her/its Affiliates (other than the Company or a Seller or Seller’s Affiliate have been Subsidiary of the Company) has been, or will be waivedbe, waived or forgiven; (evii) no assetsliability of such Major Seller and/or his/her/its Affiliates (other than the Company or a Subsidiary of the Company) has been, rights or other benefits have been or will be transferred be, assumed, indemnified, waived or discharged by the Company to a Seller and/or any of its Subsidiaries (or a Seller’s Affiliateas of and following the effectiveness of the Green Carve Out, Green); (fviii) no indebtedness neither the Company nor any of its Subsidiaries has paid or committed to pay, or will pay or commit to pay (and as of and following the effectiveness of the Green Carve Out, Green has not paid or committed to pay, and will not pay or commit to pay), any fees, costs, Taxes or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit of a Seller or a Seller’s Affiliate; (g) no Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable amounts as a result of the completion of the sale of the Shares (to any person)), have been actions or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness transactions set forth in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; foregoing clauses (ki) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; through (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliatevii); and (mix) no Seller agreement or Seller’s Affiliate has made or entered into any binding arrangement undertaking to give effect to do any of the matters referred foregoing has been, or will be, entered into by the Company and/or any of its Subsidiaries (or as of and following the effectiveness of the Green Carve Out, Green); and (x) neither the Company nor any of its Subsidiaries has made, or will make, any direct or indirect transfer of any right, property or asset (including any cash pursuant to any pooling arrangement or otherwise) to Green or Verim (except to the extent such right, property or asset is retained by Green as of and following the Closing after giving effect to the Green Carve Out) (any event, action or transaction of the type set forth in paragraphs Paragraphs (i) through (x) above, and excluding a Permitted Leakage, a “Leakage”); provided, however, that any event, action or transaction that is (a) expressly consented to (k) above. 4.2 Each Seller shall notify the Purchaser in writing without delay if it becomes aware by Buyer or (b) listed in Section 5.1 of the Sellers Disclosure Letter (clauses (a) and (b) collectively, a payment or transaction which constitutes or which might constitute a “Permitted Leakage”) are not and will not be deemed to be in breach of clause 4.1. 4.3 In the event of any breach of clause 4.1, each Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) by the Purchaser to pay to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s Group), an amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out of such breach. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision provisions of this agreementArticle 5 (Locked Box).

Locked Box. 4.1 Each 7.1 The Seller severally and in respect of itself only, warrants covenants and undertakes to the Purchaser Buyer that no Leakage has occurred nor shall occur in the period commencing on from (and excluding) the day immediately following the Signing Locked Box Date up to (and including including) Closing. 7.2 Each of the Completion Datefollowing shall, in the period from (and excluding) the Locked Box Date up to (and including) Closing, constitute a “Leakage” (save to the extent that the same would constitute such Leakage is a Permitted Leakage:): (a) no 7.2.1 any dividend or other distribution of profits or assets (including any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Act) has been or will be declared, made by the Company or would be treated as having been paid or made by the Company to or for the benefit of a Seller or any person connected with either Seller (a “member of the Seller’s Affiliate”)Group; (b) no payments have been or will be 7.2.2 any payment made by or on behalf of the Company to or for the benefit of a the Seller or a any member of the Seller’s AffiliateGroup or any waiver or release in favour of any member of the Seller’s Group of any sum or obligation due by any such member of the Seller’s Group to the Company; (c) no 7.2.3 any redemption, repurchase or repayment of share or loan capital of the Company has been or will be redeemed, repurchased or repaid or result which results in a payment to to, or an agreement or obligation to make a payment to a to, the Seller or a any member of the Seller’s AffiliateGroup; (d) no amounts owed to the Company by a Seller or Seller’s Affiliate have been or will be waived; (e) no assets, rights or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit of a Seller or a Seller’s Affiliate; (g) no 7.2.4 any Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a the Seller or a any member of the Seller’s AffiliateGroup; (h) no 7.2.5 any payments made including management, service, monitoring or other shareholder or directors’ fees fee or bonuses recharges of corporate costs, bonus, charges or payments compensation or payment of a similar any nature have been or will be paid by or on behalf of the Company to or for the benefit of a the Seller or a any member of the Seller’s AffiliateGroup; (i) no costs 7.2.6 any transfer of any asset to, or expenses assumption, indemnification or incurrence of a Seller or any liability for the benefit of any member of the Seller’s Affiliate relating to the sale of the Shares (to Group; 7.2.7 any person), agreement or to the other transactions contemplated commitment by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from do any of the matters referred things set out in Clause 7.2.1 to in paragraphs 7.2.6 (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding arrangement to give effect to any of the matters referred to in paragraphs (a) to (k) aboveinclusive). 4.2 Each Seller shall notify the Purchaser 7.3 Subject to Clause 7.4, in writing without delay if it becomes aware of a payment or transaction which constitutes or which might constitute a breach of clause 4.1. 4.3 In the event of any breach Leakage, the Seller undertakes to, on demand by the Purchaser, reimburse the Company an amount equal to such Leakage received by any member of clause 4.1, each Seller severally undertakes (in respect of itself and any of its the Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) by Group. A claim under this Clause 7.3 shall be the Purchaser to pay sole remedy available to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s Group), an amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out from a breach of such breachClause 7.1. 4.4 In 7.4 The Seller is not liable to make a payment under Clause 7.3 unless the event Purchaser has notified the Seller in writing of the Leakage, or the claim under Clause 7.3, stating in reasonable detail the nature of the breach and, if practicable, the amount claimed, on or before the date falling three months after the Closing Date. 7.5 Nothing in this Clause 7 shall have the effect of limiting, restricting or excluding any liability arising as a result of any breach of clause 4.1 prior to Completion, each Seller agrees that fraud by the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the PurchaserSeller. 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreement.

Locked Box. 4.1 Each ​ 5.1 The Seller severally and in respect of itself only, warrants and undertakes to the Purchaser Buyer that in during the period commencing on from the day immediately following the Signing Locked Box Date up to and including the Completion Date, save to other than the extent that the same would constitute Permitted Leakage: (a) no dividend or other distribution of profits or assets (including any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Act) there has been or no Leakage up to the Signing Date, and there will be declared, made by no Leakage during the Company or would be treated as having been paid or made by period from the Company Signing Date up to or for the benefit of a Seller or any person connected with either Seller (a “Seller’s Affiliate”)Completion Date; (b) no payments have been neither the Seller nor any Affiliate of the Seller (excluding any Group Company) has received or benefitted, or will be made by receive or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate;benefit, from any Leakage; and (c) no share or loan capital of the Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s Affiliate; (d) no amounts owed to the Company by a Seller or Seller’s Affiliate have been or will be waived; (e) no assets, rights or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit of a Seller or a Seller’s Affiliate; (g) no Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have has been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into (or will be made or entered into) that has resulted or will result in the Seller or any binding arrangement to give effect to any Affiliate of the matters referred to in paragraphs Seller (aexcluding any Group Company) to receiving or benefiting from any Leakage, (k) abovethe "Locked Box Warranty"). 4.2 Each 5.2 The Seller shall undertakes to the Buyer to promptly notify the Purchaser Buyer in writing without delay if it becomes on becoming aware of a payment or transaction any Leakage (and in any event within five (5) Business Days of the Seller becoming aware but no later than five (5) Business Days prior to the Funds Payment Date) which constitutes or which might would constitute a breach by the Seller of clause 4.1the Locked Box Warranty. 4.3 In 5.3 Following the Buyer becoming aware of any breach of the Locked Box Warranty, the Buyer shall be entitled at any time up until the Locked Box Claim Date to serve written notice on the Seller bringing a Claim against the Seller for breach of the Locked Box Warranty, and such notice shall set out the Buyer's calculation of the Leakage Amount and any details of which the Buyer is actually aware of. 5.4 Subject to Completion occurring, in the event of any breach of clause 4.1the Locked Box Warranty, each the Seller severally undertakes shall indemnify the Buyer on a Euro for Euro basis (or, as the case may be, on the same basis in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliatesthe currency received) by the Purchaser to pay to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s Group), an amount equal (on a pound for pound basis) to any amount or benefit the Leakage Amount actually received by that the Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put any Affiliate of the Purchaser or Seller (excluding any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breachCompany), whether before or after the start of an action arising in each case: (directly or indirectlya) out of such breach.net of: 4.4 In the event of (i) any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, Relief to the extent that a Saving arises wholly as a result of such liability Leakage and such Saving has been actually obtained and utilised by a Group Company in the accounting period in which that Leakage arises or the following accounting period after that Leakage has arisen; and (ii) any amount in respect of value added tax, consumption tax or similar Tax which is Settled recoverable as input tax by a Group Company in respect of such leakage, ​ ​ ​ (as defined b) plus reasonable costs and expenses (including Taxes and net of any Relief from which any Group Company has actually benefitted) incurred by the Buyer in clause 4.2 of enforcing its rights against the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a Seller under this clause 4 5.4, provided that the Buyer delivers to the Seller evidence of such reasonable costs and expenses being incurred by it together with its written notice under clause 5.3, and the Buyer uses commercially reasonable efforts to keep any such costs and expenses to a minimum. For the purpose of calculating the amount of the Consideration for Tax purposes, if any payment is made by the Seller to the Buyer pursuant to this clause 5.4, such payment will be treated as having reduced the Consideration by the amount of the payment to the extent permitted by Applicable Law, but will not reduce the Consideration to below zero. For the avoidance of doubt, the Buyer acknowledges and agrees that the only remedy available to it for breach of the Locked Box Warranty is contained in this clause 5.4. 5.5 The liability of the Seller pursuant to this clause 5 shall not be limitedterminate on the Locked Box Claim Date unless, restricted prior to that date, the Buyer has served notice on the Seller in accordance with clause 5.3 in which event only the liability in respect of the breach so notified shall continue beyond the Locked Box Claim Date. 5.6 Nothing in this clause 5 shall have the effect of limiting, restricting or excluded in excluding any respect by any other provision liability of this agreementthe Seller which is the consequence of fraud on the part of the Seller.

Locked Box. 4.1 ‌ (a) Each Seller severally and in respect of itself only, warrants and the Sellers undertakes to the Purchaser that in the period commencing on the day immediately following the Signing Effective Date up to (and including the Completion Date, save to the extent that the same would constitute Permitted Leakage:including) Completion:‌ (ai) no dividend or other distribution of profits (whether in cash or in kind) or assets (including any distribution as defined in Part IV of the Taxes Act and extended by section 418 of the Taxes Act) has been or will be declared, paid or made by the any Group Company or would will be treated as having been paid or made by the a Group Company to or for the benefit of a Seller or any person connected with either Seller (a “member of such Seller’s Affiliate”)Group or such Seller’s Related Party; (b) no payments have been or will be made by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (cii) no share or loan capital of the a Group Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a member of such Seller’s AffiliateGroup or such Seller’s Related Party;‌ (iii) no Group Company has made or will make any payments (whether in cash or kind) to such Seller’s Group or such Seller’s Related Party except for (i) payments explicitly foreseen under this Agreement (for the avoidance of doubt, other than a distribution of Excess Cash pursuant to Clauses 8.1(d) and 8.1(e), which shall always constitute Leakage) or (ii) made under existing agreements as Fairly Disclosed in the Disclosed Information; (d) no amounts owed to the Company by a Seller or Seller’s Affiliate have been or will be waived; (e) no assets, rights or other benefits have been or will be transferred by the Company to a Seller or a Seller’s Affiliate; (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the Company for the benefit of a Seller or a Seller’s Affiliate; (g) no Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (hiv) no management, service, monitoring or other shareholder or directors’ director’s fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the a Group Company to or for the benefit of a Seller or a member of such Seller’s AffiliateGroup or such Seller’s Related Party; (iv) no costs or expenses of a Seller Seller’s Group or Seller’s Affiliate relating Related Party has borrowed or shall borrow any monies from any Group Companies which is not repaid in full before or on the Completion Date; (vi) no amounts owed to the sale a Group Company by a member of the Shares (to any person), such Seller’s Group or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), such Seller’s Related Party have been or will be paid waived or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliateforgiven; (jvii) the no Group Company has not has amended(A) assumed or otherwise taken over, nor will it amend the terms of its borrowing paid, committed to pay or indebtedness in the nature of borrowing guaranteed any financial debt or other liabilities owed by it to a Seller or a such Seller’s Affiliate to Group or such Seller’s Related Party, (B) waived, or allowed any discount on, any claims vis- à-vis such Seller’s Group or such Seller’s Related Party, or (C) warranted, or indemnified any liability for or for the benefit of a Seller or a such Seller’s AffiliateGroup or such Seller’s Related Party, in each case unless and to the extent explicitly foreseen otherwise under this Agreement and no Group Company will do any of the foregoing; (kviii) the no Group Company has or shall purchase from such Seller’s Group or such Seller’s Related Party any assets not entered into for value and other than on arm’s length terms or amended the terms transfer by any Group Company to such Seller’s Group or such Seller’s Related Party of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, assets not for value and other than on arm’s length terms; (lix) no agreements, understandings or arrangements have payment has been or will be entered into whereby made or liability has been or will be incurred by a Group Company relating to any professional advisers’ fees (including investment bankers fees, brokerage fees and legal fees), expenses or other costs paid or agreed to be paid by any Group Company to any third party in connection with the person directly benefiting from preparation and implementation of the Transaction or any previous (failed) transactions related to a sale, the preparation of an IPO or a refinancing, as well as any transaction or (retention) bonuses for management and costs in relation to the Warranty Insurance Policy payable in connection with the Transaction);‌ (x) no payment has been or will be made of any break fees, prepayment fees, or other fees, expenses or costs incurred pursuant to, or in connection with, the early termination of the Group Indebtedness, the repayment of the Debt Amount or the release of the Debt Security by any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s AffiliateGroup Companies; andand‌ (mxi) no Seller Group Company has agreed or Seller’s Affiliate has made committed or entered into any binding arrangement shall agree to give effect to do any of the matters referred to things set out in paragraphs (asub-Clauses 4.2(a)(i) to (k4.2(a)(x) above. 4.2 Each Seller shall notify the Purchaser in writing without delay if it becomes aware of a payment or transaction which constitutes or which might constitute a breach of clause 4.1. 4.3 In the event of any breach of clause 4.1, each Seller severally undertakes (in respect of itself and any of its Seller’s Affiliates only and not in respect of any other Seller or their respective Seller’s Affiliates) by the Purchaser to pay to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s Group), an amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out of such breach. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, save to the extent that such liability is Settled (as defined specifically taken into account in clause 4.2 the calculation of the Escrow Agreement) in favour of the PurchaserPurchase Price or comprising Permitted Leakage. 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreement.

Locked Box. 4.1 Each Seller severally 13.1 UBGI warrants to NEH that the Balance Sheet has been prepared applying accounting policies and procedures consistent with those employed in preparing the Management Accounts (in the form set out in Data Room “A”) which are consistent with those adopted in the audited accounts at 31 December 2005. 13.2 UBGI warrants to NEH (for itself and as trustee for and on behalf of each UBSE Group Company) that between the Accounts Date and the date of this agreement (other than in respect of itself only, warrants and undertakes to the Purchaser that in the period commencing on the day immediately following the Signing Date up to and including the Completion Date, save to the extent that the same would constitute Permitted Leakage:): (a) no management charge or fee has been levied by any member of the UB Group against any UBSE Group Company and there has been no payment of any management charges, consulting, service or other fees or compensation from any UBSE Group Company to any member of the UB Group; (b) no dividend or other distribution of profits or assets (including without limitation any distribution as defined in Part IV of the VI Income and Corporation Taxes Act 1988 (ICTA) and extended by section 418 ICTA), or any bonus or other payment of the Taxes Act) any nature has been or will be declared, made by the Company or would be treated as having been paid or declared or made by the any UBSE Group Company to or for the benefit in favour of a Seller or any person connected with either Seller (a “Seller’s Affiliate”); (b) no payments have been or will be made by or on behalf member of the Company to or for the benefit of a Seller or a Seller’s AffiliateUB Group; (c) no UB Transaction Costs have been paid or incurred, or have been agreed to be paid or incurred, by any UBSE Group Company; (d) no share or loan capital of the any UBSE Group Company has been or will be created, issued, redeemed, repurchased purchased or repaid or result in a payment to or an agreement or obligation to make a payment to a Seller or a Seller’s Affiliate; (d) no amounts owed to the Company by a Seller or Seller’s Affiliate have been or will be waived;repaid; and (e) no assetsmember of the UBSE Group has changed its practices as to collection of trade debtors or payment of trade creditors, rights there has been no acceleration of payments or other benefits have been accruals for Intra-Group Trading Amounts in each case, whether effected by way of a repayment of Inter-Company Debt or will be transferred by the Company to a Seller or a Seller’s Affiliate;otherwise; and (f) no indebtedness or other liabilities have been or will be assumed or incurred, guaranteed or indemnified by the UB Group Company for the benefit of a Seller or a Seller’s Affiliate; (g) no Encumbrance has been created over any of the assets of the Company in favour of or for the benefit of a Seller or a Seller’s Affiliate; (h) no management, service, monitoring or other shareholder or directors’ fees or bonuses or payments of a similar nature have been or will be paid by or on behalf of the Company to or for the benefit of a Seller or a Seller’s Affiliate; (i) no costs or expenses of a Seller or Seller’s Affiliate relating to the sale of the Shares (to any person), or to the other transactions contemplated by this agreement (including any professional advisers’ fees and any transaction or sale bonuses or other payments payable as a result of the completion of the sale of the Shares (to any person)), have been or will be paid or incurred, by or on behalf of the Company to or on behalf of a Seller or a Seller’s Affiliate; (j) the Company has not has amended, nor will it amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Seller or a Seller’s Affiliate to the benefit of a Seller or a Seller’s Affiliate; (k) the Company has not entered into or amended the terms of any arrangement or agreement with any Sellers’ Affiliate, otherwise than, in each case, on arm’s length terms; (l) no agreements, understandings or arrangements have been or will be entered into whereby the person directly benefiting from any of the matters referred to in paragraphs (a) to (k) confers (directly or indirectly) a benefit on a Seller or a Seller’s Affiliate; and (m) no Seller or Seller’s Affiliate has made or entered into any binding agreement or arrangement to give effect to any of the matters referred to in paragraphs (a) to (ke) above. 4.2 Each Seller shall 13.3 UBGI undertakes to NEH (for itself and as trustee for and on behalf of NEH and each UBSE Group Company) that between the date of this agreement and Completion no UBSE Group Company will (other than in respect of Permitted Leakage): (a) pay, or agree or commit to pay, management charges, consulting, service or other fees or compensation to any member of the UB Group or to any Affiliate of any member of the UB Group; (b) declare, pay or make any dividend of distribution of profits or assets (including without limitation any distribution defined in Part VI ICTA and extended by section 418 ICTA) to or in favour of any UB Group Company; (c) make or agree to make or pay any bonus, service fee or other payment or compensation to any member of the UB Group Company; (d) pay or incur, or agree to pay or incur, any UB Transaction Costs; (e) redeem, purchase or repay, or agree to redeem, purchase or repay, any share or loan capital of a UBSE Group Company to or in favour of any member of the UB Group Company; or (f) change its practices as to collection of trade debtors or payment of trade creditors. 13.4 UBGI undertakes to NEH to notify the Purchaser NEH in writing without delay if it becomes promptly after becoming aware of a the same of any receipt by any member of the UB Group of any of the payments referred to in clauses 13.2 or 13.3 above or otherwise of any payment or transaction which constitutes or which might constitute a breach of clause 4.1described in such clauses. 4.3 In 13.5 UBGI warrants to NEH that as at the event Accounts Date the UBSE Group had in aggregate Cash of £11.7 million on the Balance Sheet. 13.6 UBGI warrants to NEH that as at the Accounts Date the UBSE Group had in aggregate Indebtedness of £0.1 million on the Balance Sheet. 13.7 UBGI undertakes to NEH that it shall pay to New Iberia (for itself and as trustee for and on behalf of each UBSE Group Company) on a £ for £ after tax basis in respect of any breach of any of the warranties and undertakings set out in clauses 13.2, 13.3, 13.5 and 13.6. 13.8 For the purposes of this clause 4.113, each Seller severally undertakes (in respect of itself UB Group means the UB Group and any of its Seller’s Affiliates only and not in respect Affiliate of any other Seller or their respective Seller’s Affiliates) by the Purchaser to pay to the Purchaser (the Purchaser acting for itself and as agent and trustee for each member of the Purchaser’s UB Group), an amount equal (on a pound for pound basis) to any amount or benefit received by that Seller or its respective Seller’s Affiliates and shall take such action as may be necessary to put the Purchaser or any Member of its Group in the same position as if the breach had not occurred (including payment of any Tax paid in connection with such breach), whether before or after the start of an action arising (directly or indirectly) out of such breach. 4.4 In the event of any breach of clause 4.1 prior to Completion, each Seller agrees that the Purchaser may set off any liability of such Seller to the Purchaser under clause 4.3, against the obligation of the Purchaser to pay the Consideration payable to that Seller under clause 3, to the extent that such liability is Settled (as defined in clause 4.2 of the Escrow Agreement) in favour of the Purchaser. 4.5 The liability of a Seller under this clause 4 shall not be limited, restricted or excluded in any respect by any other provision of this agreement.