Stock Purchase Agreement, dated as of February 26, 2020 between the Company and G4S

This Agreement is made on _26_ February 2020

between:

Whereas:

It is agreed as follows:

In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:

“Accepted Customer Claims” has the meaning given in Clause 7.6.5(ii);

“Accepted Shortfalls” has the meaning given in Clause 7.6.5(i);

“Accounts Date” means 31 December 2018;

“Acquisition Proposal” means any proposal or offer from any person relating to any direct or indirect sale of the Business (or any part thereof) or the Group Companies (or any one thereof) to a third party;

“Administrative Inventory” means the documents (in the form of a ledger account of the relevant Group Company) setting out all physical holdings of Valuables at a Cash Processing Centre;

“Agreed ATM Process” means the agreed processes and procedures for the Balancing set out in Part 2 of Schedule 8;

“Agreed Cash Count Process” means the agreed processes and procedures for the Cash Count in each Cash Processing Centre set out in Part 1 of Schedule 8;

“Agreed New Claims” has the meaning given in Clause 14.4.1;

“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Seller and the Purchaser at the date of this Agreement and initialled for identification by the Seller’s Lawyers and the Purchaser’s Lawyers with such alterations as may be agreed in writing between the Seller and the Purchaser from time to time;

“Aggregate EV” means the aggregate of the Bid Amount set out in this Agreement and:

where “relevant time” shall mean the time at which the amount of the Aggregate EV is to be determined for the purposes of payment of any Claim or Tax Claim under Clause 10.4 and, where a payment of any Claim or Tax Claim has taken place prior to that relevant time but such payment was subject to limitation pursuant to Clause 10.4, the Purchaser may be entitled to a further payment as a result of any increase to Aggregate EV arising from a closing under the Luxembourg Put Option, G4Si SPA or Second SPA having taken place after the relevant time;

“Allocated Bid Amount” means the proportion of the Bid Amount allocated to each relevant Company as set out in the table in Schedule 1;

“Announcements” means the announcements to be made by the Seller and the Purchaser on the date hereof in the Agreed Terms;

“Anti-Corruption Law” means:

“Applicable Law” means any and all national, municipal, territory, state or local statute, enactment, ordinance or other law (including secondary and subordinate legislation, directives, by-laws, regulations, judgments, orders, decisions and rules), interpretations of any laws by any regulatory authority, any treaty or international convention or resolution, as applicable from time to time in any relevant jurisdiction, in each case to the extent that the same is legally binding upon the relevant party (including in relation to Tax);

“Associated Person” means, in relation to a company, a person (including any employee, agent or subsidiary) who performs (or has performed) services for or on behalf of that company;

“ATM” means an automated teller machine;

“ATM Customer” means a customer who receives ATM Services or CDM Services from a Group Company;

“ATM Services” means replenishment or depletion of Physical Cash to, or from, ATMs, or the servicing, maintenance, repair or operation of ATMs;

“Audited Financial Statements” means the audited combined balance sheets of the Wider Group Companies for the fiscal years ended 31 December 2018 and 31 December 2019 and the related audited combined profit and loss statements of the Wider Group Companies, together with all related notes and schedules thereto accompanied by the unqualified audit reports thereon of the Relevant Accountants, that together meet the requirements for financial statements of businesses acquired in accordance with Rule 3-05 of Regulation S-X (at the materiality level required by Rule 3-05(b)(2)(iii)) and in a form applicable for inclusion in an offering memorandum or registration statement that comply with Regulation S-K and Regulation S-X under the Securities Act;

“Balancing” means, in relation to each ATM and CDM, the first Replenishment to take place following the Closing Date;

“Belgian Company” means G4S Cash Solutions Belgium S.A./N.V.;

“Bid Amount” has the meaning given in Clause 3.1.1;

“Business” means the Cash Business in the Cash Territories and the Secure Solutions Business in the Secure Solutions Territories, but excluding always the Cash Technology Business;

“Business Day” means a day which is not a Saturday, a Sunday or a public holiday in either England or Richmond, Virginia;

“Business IPR” means all Intellectual Property Rights which are used at the date of this Agreement in relation to the Business and which are material to the Business;

“Carve-out Accounts” means the accounts prepared by the Seller’s Group as set out at document 31.5 of the “Confidential Sensitive Information” folder in the Data Room;

“Carve-out Accounts Date” means 31 December 2018;

“Cash Balances” means:

but excluding any Physical Cash held by Group Companies on behalf of Cash Solutions Customers which is subject to the provisions of Clause 7.6;

“Cash Business” means the business of Cash in Transit, Cash Processing and ATM Services in the Cash Territories;

“Cash Count” has the meaning given in Clause 7.6.1(i);

“Cash Count Statements” means the statements that record the outcome of each Cash Count and the comparison with the relevant Administrative Inventory substantially in the form set out in Part 3 of Schedule 8 or as otherwise agreed between the Seller and the Purchaser;

“Cash in Transit” means the collection, delivery or transportation of Physical Cash;

“Cash Pool Facility” has the meaning given in Clause 5.2.4;

“Cash Processing” means sorting, counting, checking or processing of Physical Cash;

“Cash Processing Centre” means a location at which a Group Company processes Valuables for Cash Solutions Customers, a Group Company or a member of the Seller’s Group;

“Cash Reconciliation Process” means the cash reconciliation process set out in Clause 7.6 and Schedule 8;

“Cash Solutions Customer” means a cash solutions customer of a Group Company who owns Valuables which are in the custody of such Group Company at the Relevant Time;

“Cash Technology Brands” means any registered or unregistered trade marks, trade names, brands or logos used by the Seller or the Seller’s Group in connection with Cash Technology Solutions, including but not limited to “G4S”, “Cash360”, “Deposita”, “G4S Pay”, “Retail Solutions”, “CAS”, “Safe Express”, “Terminal Management System”, “COPS”, “CashOps”, “Client Zone”, “Smart Zone”, “Smart View”, “Smart Pay”, “Smart View” and “Cash Manager”;

“Cash Technology Business” means the sale, supply, installation and maintenance of Cash Technology Solutions;

“Cash Technology Solutions” means any products or services (whether marketed under the Cash Technology Brands or otherwise) involving one or more of the following:

in each case as existing at the date of this Agreement;

“Cash Territories” means each of Belgium, Cyprus, Czech Republic, Dominican Republic, Estonia, Hong Kong Special Administrative Region, Indonesia, Republic of Ireland, Kuwait, Latvia, Lithuania, Luxembourg, Macau Special Administrative Region, Malaysia, Netherlands, Philippines and Romania (but excluding Northern Ireland);

“CDM” means a cash deposit machine;

“CDM Services” means the operation of CDMs and collection of Physical Cash from such machines, excluding CDMs which contain Physical Cash belonging to a Group Company;

“Claim” means a claim against the Seller for breach of or under this Agreement including any Seller’s Warranty Claim and an Indemnity Claim but excluding a claim for breach of or under Clause 7.6.5 or Clause 8 or a Tax Claim;

“Claims Made Policies” means any insurance policies held by the Seller’s Group and/or a Group Company (including without limitation any directors and officers liability insurance policies) which are in force at the date of this Agreement and which provide cover in relation to Pre-Closing Matters on a claims made basis;

“Clean Team Agreement” means the clean team agreement dated 5 February 2020, between the Seller and the Purchaser pursuant to which the Seller made available to the Purchaser certain confidential information relating to the Group;

“Closing” means the completion of the sale of the Shares pursuant to Clauses 7.1, 7.2 and 7.3;

“Closing Date” means the date on which Closing takes place;

“Closing Statement” means the statement to be prepared, and agreed or determined, in accordance with Clause 8 and Schedule 7;

“Companies” means the companies set out in column (2) of the table in Schedule 1;

“Confidential Information” has the meaning given in Clause 13.2.4(i);

“Confidentiality Agreements” means the confidentiality agreement dated 21 September 2018 and the letter dated 26 April 2019 pursuant to which the Seller made available to the Purchaser certain confidential information relating to the Group, and the Clean Team Agreement;

“Consideration” means the final consideration paid by the Purchaser for the Shares after any adjustment in accordance with Clause 8 and Schedule 7;

“Consignment” means the sealed bags, each with a unique seal number, used in the business of the Group Companies and which contain Valuables;

“Consignment Statement” has the meaning given in Clause 7.6.1(iv);

“Consistent Service Amendments” has the meaning given in Clause 12.2.1(ii)(a);

“Continuing Agreements” means the Deposita Support Agreements;

“Continuing Seller Affiliate Contract” has the meaning given in Clause 6.2.2

“Counterparty” has the meaning given in Clause 12.3.1;

“Customer Confirmation” has the meaning given in Clause 7.6.4(i);

“Cyprus SHA” means the shareholders’ agreement dated 14 March 2017 between G4S Secure Solutions (Cyprus) Ltd and the third party shareholder in respect of T.I.S. Total Integrated Services Limited;

“Data Room” means the electronic data room containing documents and information relating to the Group made available by the Seller online at Merrill DatasiteOne, copies of which are saved in electronic format on USB flash drives and the contents of which are listed in Appendix 1 (which sets out the contents as at 23:59 on 10 February 2020) and Appendix 2 (which sets

out an agreed list of documents made available after 23:59 on 10 February 2020) to the Disclosure Letter;

“Deferred Consideration” means the amount of £17,824,000 which shall be paid on terms to be agreed between the Purchaser and the Seller;

“Deposita Cash Technology” means Cash Technology Solutions provided by the Seller or a member of the Seller’s Group as part of an integrated Cash Technology Solutions product marketed under the “Deposita” brand;

“Deposita Support Agreements” means Service Support Agreements and Product Supply Agreements relating to the provision of Deposita Cash Technology;

“Disclosure Letter” means the disclosure letter dated on the same date as this Agreement from the Seller to the Purchaser;

“Draft Closing Statement” has the meaning given to it in Clause 8.1;

“Dutch Companies” means G4S Group Holding (Asia) B.V. and G4S Cash Solutions Holdings B.V.;

“Effective Time” means immediately before midnight (local time) on the Closing Date;

“Employee” has the meaning given in Schedule 4;

“Employment Tax” has the meaning given to that term in the Tax Indemnity;

“Encumbrance” means any claim, charge (fixed or floating), mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal, right to acquire, tag-along right or put option right assignment by way of security or trust arrangement for the purpose of providing security or other security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing (but excluding: (i) any licences of Intellectual Property Rights; and (ii) any such third party rights under or pursuant to the third party shareholder documents provided to the Purchaser’s Lawyers by the Seller’s Lawyers on a counsel-to-counsel basis prior to the date of this Agreement);

“Estimated Cash” means the Seller’s reasonable estimate of the aggregate of the Group Companies’ Cash Balances;

“Estimated Intra-Group Financing Payables” means, in respect of each Group Company, the Seller’s reasonable estimate of the Intra-Group Financing Payables;

“Estimated Intra-Group Financing Receivables” means, in respect of each Group Company, the Seller’s reasonable estimate of the Intra-Group Financing Receivables;

“Estimated Third Party Indebtedness” means the Seller’s reasonable estimate of the Third Party Indebtedness of the Group Companies;

“Estimated Working Capital” means the Seller’s reasonable estimate of the Working Capital;

“Estimated Working Capital Adjustment” means the amount by which the Estimated Working Capital is greater than the Normalised Working Capital Target (in which case it will be added to the Bid Amount for the purposes of Clause 7.3) or by which it is less than the Normalised Working Capital Target (in which case it will be deducted from the Bid Amount for the purposes of Clause 7.3);

“Excess Inventory” has the meaning given in Clause 7.6.10;

“Exchange Act” means the United States Securities Exchanges Act of 1934, as amended;

“Existing Deposita Contract” means a contract or agreement regarding the provision of Deposita Cash Technology between an Existing Deposita Customer and a Group Company that is in force at the Closing Date, to the extent relating to a Cash Territory;

“Existing Deposita Customer” means a customer who has entered into an Existing Deposita Contract;

“Existing Financing Arrangements” means all of the banking facilities (including overdraft facilities but excluding the Cash Pool Facility) between any third-party provider of finance and any Group Company that are in place at the date of this Agreement or are entered into by a Group Company before Closing (but excluding any trade debts arising in the ordinary course of business), as detailed in document 6.2 of the “Group-wide documents” folder of the Data Room;

“EY Structure Paper” means Volumes I, II and III of the Project Atlas pre-transaction structure paper prepared by Ernst & Young LLP dated 24 February 2020;

“Fairly Disclosed” means disclosed in reasonable detail and specificity as would enable a reasonable purchaser to identify in all material respects the relevant facts, nature and scope of the matter concerned;

“Final Payment Date” means 10 Business Days after the date on which the process described in paragraph 3 of Part 1 of Schedule 7 for the agreement or determination of the Closing Statement is complete;

“Finance Provider” has the meaning given in Clause 5.4.1(i);

“Fundamental Warranties” means the warranties set out in paragraphs 1.1, 14 and 15 of Schedule 9, and “Fundamental Warranty” means any one of them;

“G4Si SPA” means the share purchase agreement to be entered into between the Seller and the Purchaser for the sale and purchase of the entire issued capital of G4S International Logistics Group Limited;

“G4S Trade Marks” means all Trade Marks owned by any member of the Seller’s Group which have been used by the Group in relation to the Business in the period of 12 months prior to Closing, including in the names and logos set out in Part 3 of Schedule 5;

“Group” means the Group Companies, taken as a whole;

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

“Group Companies’ Cash Balances” means the aggregate amount of the Cash Balances held by or on behalf of the Group Companies at the Effective Time;

“Group Company Guarantees” has the meaning given in Clause 15.1.4(ii);

“Group Tax Arrangement” has the meaning given to it in the Tax Indemnity;

“Hardware” means hardware or equipment capable of accepting, storing, checking and/or counting deposits of Physical Cash or dispensing Physical Cash, including smart safes, recyclers and/or any associated hardware or equipment;

“IFRS” means International Financial Reporting Standards endorsed by the EU, being the body of pronouncements issued by the International Accounting Standards Board (IASB), including International Financial Reporting Standards and interpretations approved by the IASB, International Accounting Standards and Standing Interpretations Committee interpretations approved by the predecessor International Accounting Standards Committee as endorsed under the EU accounting regulations and included in the periodic report showing the status of endorsement by the European Financial Reporting Advisory Group;

“IMS” means Intelligent Maintenance Systems Limited;

“IMS Software” means “Enterprise View” software supplied to the Seller’s Group by IMS as a service;

“Indebtedness” means, in relation to any person, the aggregate indebtedness of such person together with interest accrued, including all obligations under finance leases (as defined under IAS 17) but excluding trading debt or liabilities arising in the ordinary course of trading;

“Indemnified Person” has the meaning given in Clause 6.1.1;

“Indemnity Claim” means a claim under Clause 6.1, Clause 6.3, Clause 6.4 or clause 6.2 of the Second SPA;

“Indonesia SHA” means the shareholders’ agreement dated 20 October 2016 between PT G4S Cash Systems and the third party shareholder in respect of PT G4S Cash Systems;

“Intellectual Property Rights” means trade marks, service marks, rights in trade names, business names, logos or get-up, patents, rights in inventions, design rights, copyrights, database rights, rights in domain names and URLs, and all other similar rights in any part of the world (including in Know-how), whether registered or unregistered, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

“International Logistics Territories” means each of Australia, Dubai, Germany, Hong Kong Special Administrative Region, People’s Republic of China, Republic of Singapore, Republic of South Africa, Switzerland, Thailand, United Kingdom and United States of America;

“Intra-Group Financing Payables” means the aggregate of all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, interest accrued (including any amount required to be withheld and accounted for to the Tax Authority on account of Tax), but excluding amounts in respect of Tax) owed by a Group Company to a member of the Seller’s Group (other than a Group Company) as at the Effective Time including the total of the line items identified by an “X” in the “Intra-Group Financing Payables” column of the Closing Statement, but excluding any item which is included in calculating the Group Companies’ Cash Balances or the Third Party Indebtedness;

“Intra-Group Financing Receivables” means the aggregate of all outstanding loans or other financing liabilities or obligations (including, for the avoidance of doubt, interest accrued (including any amount required to be withheld and accounted for to the Tax Authority on

account of Tax), but excluding amounts in respect of Tax) owed by a member of the Seller’s Group (other than a Group Company) to a Group Company as at the Effective Time including the total of the line items identified by an “X” in the “Intra-Group Financing Receivables” column of the Closing Statement, but excluding any item which is included in calculating the Group Companies’ Cash Balances or the Third Party Indebtedness;

“Intra-Group Trading Payables” means all outstanding or accrued liabilities or obligations in the ordinary and usual course of business, and including interest accrued on such amounts and any applicable VAT (other than to the extent that such VAT must be accounted for under the reverse charge procedure such that the relevant supplier is relieved of its liability to account for and pay such VAT) owed by a Group Company to a member of the Seller’s Group (other than a Group Company) as at the Effective Time in respect of intra-group trading activity and the provision of services, facilities and benefits between them, but excluding any item which is included in calculating the Intra-Group Financing Payables;

“Intra-Group Trading Receivables” means all outstanding or accrued liabilities or obligations in the ordinary and usual course of business, and including interest accrued on such amounts and any applicable VAT (other than to the extent that such VAT must be accounted for under the reverse charge procedure such that the relevant supplier is relieved of its liability to account for and pay such VAT) owed by a member of the Seller’s Group (other than a Group Company) to a Group Company as at the Effective Time in respect of intra-group trading activity and the provision of services, facilities and benefits between them, but excluding any item which is included in calculating the Intra-Group Financing Receivables;

“Joint Inspection Team” has the meaning given in Clause 7.6.1;

“Know-how” means industrial and commercial information and techniques, in each case in any form not in the public domain, and including drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, market forecasts, lists and particulars of customers and suppliers;

“Kuwait Reorganisation” means the implementation of the Kuwait Reorganisation Steps Plan;

“Kuwait Reorganisation Steps Plan” means the legal steps plan to be prepared by the Seller’s Group after the date of this Agreement in relation to G4S International (NL) B.V. and its subsidiaries in accordance with clause 4.7.3 of the Second SPA;

“LCIA Rules” has the meaning given in Clause 15.16;

“Local Transfer Documents” means such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between the Seller and the Purchaser, to implement the transfer of the Shares on Closing;

“Losses” means all losses, liabilities, costs (including legal costs and experts’ and consultants’ fees), claims, charges, expenses, penalties, actions, proceedings and demands;

“Luxembourg Company” means G4S Cash Solutions (Luxembourg) S.à r.l.;

“Luxembourg Put Option” means the put option agreement between the Seller and the Purchaser dated on or around the date of this Agreement in respect of the entire issued share capital of the Luxembourg Company;

“Malaysia SHA” means the shareholders’ agreement dated 31 December 2002 between G4S Group Holding (Asia) Limited and the third party shareholder in respect of Safeguards G4S Sdn Bhd;

“Management Accounts” means the unaudited aggregated management accounts of the Group Companies for the financial year ended 31 December 2019 in the Agreed Terms;

“Materials” means all assets and materials owned or used by, or on behalf of, the Group as at the Closing Date;

“Normalised Working Capital Schedule” means the documents set out in sub-folder 30 (Normalised Working Capital schedule) of the “Confidential Sensitive Information” folder in the Data Room;

“Normalised Working Capital Target” means £21,289,000;

“Occurrence Basis Policy” means any insurance policies held by the Seller’s Group and/or a Group Company (including without limitation any directors and officers liability insurance policies) which are in force at the date of this Agreement and which provide cover in relation to any Pre-Closing Matter on an occurrence basis;

“OCS” means OCS Cash Management Solutions Limited;

“OCS Software” means software including “IMS Message Service Software”, “Cash 360 POS Messenger Software”, “Coin Recycler Software” and “Note Recycler Software”’ as supplied and licensed to the Seller’s Group by OCS;

“On Balance Sheet Cash” means Physical Cash which is held at a Cash Processing Centre in respect of which an amount has been credited to a Cash Solutions Customer’s bank account and which is therefore owned by and held on behalf of a Group Company;

“Owned Business IPR” means any Business IPR owned by any Group Company;

“Period End Financial Data” means the period end financial data from 31 January 2019 to 31 December 2019 used for the Seller’s calculation of the Normalised Working Capital Target and included in the Normalised Working Capital Schedule;

“Permitted Claim” means:

“Physical Cash” means coins and banknotes;

“Physical Inventory” has the meaning given in Clause 7.6.1(i);

“Plans” means the Relevant Benefit arrangements identified in the Data Room in each folder titled “10 Pensions and other employee plans” as being relevant to the warranty at paragraph 7.6 of Schedule 9 and “Plan” means any of the Plans;

“Plan Documents” means the documents relating to the Plans;

“Potential Shortfall” has the meaning given in Clause 7.6.4(iii);

“Pre-Closing Customer Claim” has the meaning given in Clause 7.6.4(iv);

“Pre-Closing Matters” means any circumstance, matter or event in relation to the carrying on of the Business at any time on or before the Closing Date and/or any circumstance, matter or event occurring in relation to a Group Company (or the directors and/or officers of a Group Company) at any time on or before the Closing Date;

“Product Supply Agreement” means an agreement entered into by a member of the Seller’s Group and a Group Company prior to the Closing Date to provide Hardware relating to a Deposita Cash Technology Solution;

“Properties” means the properties set out in Part 1 and Part 2 of Schedule 3, and “Property” means any one of them;

“Purchase Price” has the meaning given in Clause 3.1;

“Purchaser’s Group” means the Purchaser and its subsidiaries from time to time (including, from Closing, the Group Companies);

“Purchaser’s Lawyers” means Allen & Overy LLP of One Bishops Square, London E1 6AD, United Kingdom;

“Purchaser’s Structural Change” has the meaning given in the Tax Indemnity;

“Relevant Accountants” means PricewaterhouseCoopers LLP;

“Relevant Benefit” means any pension, lump sum, gratuity, retirement indemnity, deferred compensation payment, or other benefit of a similar nature, given or to be given on retirement, or on death;

“Relevant Failure” has the meaning given in Clause 12.2.1(iv);

“Relevant Purchasers” has the meaning given in Clause 2.1.1(ii);

“Relevant Romanian Conduct” has the meaning given in Clause 6.4;

“Relevant Sellers” has the meaning given in Clause 2.1.1(i);

“Relevant Territory” means:

“Relevant Time” means the close of business on the last Friday prior to the Closing Date;

“Relief” has the meaning given in the Tax Indemnity;

“Reorganisation” means the implementation of the Reorganisation Steps Plan as it relates to the Wider Group Companies;

“Reorganisation Indemnity Claim” has the meaning given in Clause 6.1.3;

“Reorganisation Steps Plan” means the legal steps plans prepared by the Seller’s Group as set out at document 1.18 of the “Separation” folder in the Data Room;

“Replenishment” means the replenishment and collection of Physical Cash from an ATM or CDM;

“Reporting Accountants” means PricewaterhouseCoopers LLP or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, an independent firm of internationally recognised accountants to be agreed by the Seller and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing such agreement to be nominated on the application of either of them by or on behalf of the President for the time being of the Institute of Chartered Accountants in England and Wales;

“Restricted Business” has the meaning given in Clause 12.1.1;

“Restricted Person” means a person or entity that is: (i) listed or referred to on, or owned or controlled (directly or indirectly) by a person or entity listed or referred to on, or acting on behalf of a person or entity listed or referred to on, any Sanctions List; (ii) resident in, incorporated under the laws of, or acting on behalf of a person or entity resident in or organised under the laws of, any country or territory that is the target of and/or subject to any comprehensive country- or territory-wide Sanctions (being, as at the date of this Agreement, Crimea, Cuba, Iran, North Korea and Syria); or (iii) otherwise a target of Sanctions;

“Retained Group” means the Seller’s Group other than the Wider Group;

“Reverse Transitional Services Agreement” means the local reverse transitional services agreements each between a member of the Seller’s Group and a Group Company (the “Local RTSAs”) (which incorporate the reverse transitional services terms in the Agreed Terms except to the extent that the Seller and the Purchaser agree that those terms are to be amended therein) to be entered into at Closing in respect of the provision of certain services by a Group Company to a member of the Seller’s Group;

“Sanctions” means the economic, financial and trade embargoes and sanctions laws, regulations, rules, export controls and/or restrictive measures administered, enacted or enforced by any Sanctions Authority (in all cases, from time to time in effect);

“Sanctions Authority” means: (i) the United Nations (including the United Nations Security Council), the United States, the European Union, any Member State of the European Union and the United Kingdom; and (ii) the respective governmental, judicial, public or regulatory agencies, authorities or bodies of any of the foregoing, including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United States Department of State, the European Commission and Her Majesty’s Treasury (“HMT”);

“Sanctions List” means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, a Sanctions Authority (in all cases, from time to time in effect);

“Second SPA” means the share purchase agreement between the Seller and the Purchaser dated on or around the date of this Agreement, relating to the Business in the Baltics, Netherlands, Kuwait, Macau and Philippines for the sale and purchase of the entire issued share capital of: (i) G4S Cash Solutions Philippines Inc.; (ii) G4S Cash Management B.V.;

(iii) G4S Cash Solutions B.V.; (iv) G4S Cash Solutions Holding (Estonia) OÜ; (v) G4S International (NL) B.V.; and (vi) G4S Valuables Transportation (Macau) Limited;

“Secondment Agreement” has the meaning given in Schedule 4;

“Secure Solutions Business” means business relating to the provision or supply of integrated security solutions, alarms, guarding services, security risk management and/or consulting;

“Secure Solutions Territories” means each of Cyprus, Dominican Republic, Malaysia, Kuwait and Romania;

“Securities Act” means the United States Securities Act of 1933, as amended;

“Seller Affiliate Arrangement” means any contract, agreement or arrangement between one or more members of the Retained Group on the one hand, and one or more of the Group Companies on the other hand, excluding the Continuing Agreements, the Intragroup Financing Payables, the Intragroup Financing Receivables, the Intragroup Trading Payables, the Intragroup Trading Receivables, any agreements required to implement the Reorganisation in accordance with the Reorganisation Steps Plan and any Wider Transaction Document;

“Seller Cash Technology” means proprietary Software, Hardware and/or Cash Technology Solutions owned or manufactured by the Seller or a member of the Seller’s Group including, but not limited to, Deposita Cash Technology, Cash 360, G4S Pay and Retail Cash Solutions;

“Seller Supplied Hardware” has the meaning given to it in Clause 12.5.2;

“Seller Supplied Software” has the meaning given to it in Clause 12.5.1(iii);

“Seller Supplied Software Services” has the meaning given to it in Clause 12.5.1(iii);

“Seller VAT Group” has the meaning given to it in the Tax Indemnity and “Seller VAT Groups” shall be construed accordingly;

“Seller’s Accounts” means the audited consolidated accounts of the Seller’s Group as at, and for the twelve month period ended on, the Accounts Date

“Seller’s Facility Guarantees” means the guarantee and security arrangements given in relation to any Existing Financing Arrangements;

“Seller’s Group” means the Seller and its subsidiaries from time to time (including, prior to Closing, the Group Companies);

“Seller’s Group Guarantees” means any existing securities, guarantees, indemnities or instruments given by, issued by or binding upon the Seller or any member of the Seller’s Group or any person connected with any of them in respect of any liability of the Group Companies (including but not limited to: (i) back-to-back guarantees given by a member of the Seller’s Group in respect of guarantees that are given by a third-party provider in favour of a customer of a Group Company; and (ii) the guarantees given in relation to Existing Financing Arrangements of Group Companies which are listed in document 6.4 of the “Group-wide documents” folder of the Data Room), but excluding the Seller’s Facility Guarantees;

“Seller’s Group Insurance Policies” means all insurance policies (whether under policies maintained with third party insurers or any member of the Seller’s Group), other than Target Group Insurance Policies, maintained by the Seller’s Group under which, immediately prior

to the Closing Date, any Group Company is entitled to any benefit, and “Seller’s Group Insurance Policy” means any one of them;

“Seller’s Lawyers” means Linklaters LLP of One Silk Street, London EC2Y 8HQ, United Kingdom;

“Seller’s Warranty Claim” means a claim for breach of any Seller’s Warranty but excluding any Tax Warranty Claim;

“Seller’s Warranties” means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

“Senior Employee” means any Employee who is the Managing Director, Finance Director, HR Director, Operations Director, Security Director, Legal Director or Sales Director of: (i) the relevant Cash Business in any Cash Territory; or (ii) the relevant Secure Solutions Business in any Secure Solutions Territory;

“Service Support Agreement” means an agreement entered into by a member of the Seller’s Group and a Group Company prior to the Closing Date to provide services, including Software, relating to Deposita Cash Technology;

“Shares” means all the issued shares in the capital of the Companies;

“Software” means computer programmes, software, firmware, code or databases of any type or description supplied in connection with Hardware or Cash Technology Solutions services;

“SONIA” means the Sterling Overnight Index Average which shall be calculated on the appropriate Reuters screen (or equivalent screen, if no Reuters screen is available) at 11.00 a.m. London time on the day specified for determination of an interest rate;

“State Pension Scheme” means all state pension, health and other social security arrangements to which any Group Company is required to contribute by its domestic law;

“Subsidiaries” means the companies listed in paragraph 2 of Schedule 2 and “Subsidiary” means any one of them;

“Surviving Clauses” means Clauses 1, 13 and 15.2 to 15.17, and “Surviving Clause” means any one of them;

“Target Group Insurance Policies” means all insurance policies held exclusively by and for the benefit of the Group Companies, and “Target Group Insurance Policy” means any one of them;

“Tax Authority” has the meaning given in the Tax Indemnity;

“Tax Claim” means a Wider Tax Warranty Claim or a Tax Indemnity Claim;

“Tax Indemnity” means the deed of covenant against Taxation in the Agreed Terms to be entered into on or around the date of this Agreement and a “Tax Indemnity Claim” means a claim for breach of, or under, the Tax Indemnity;

“Tax Warranties” means the warranties given by the Seller in paragraph 12 of Schedule 9 and a “Tax Warranty Claim” means a claim for breach of any of the Tax Warranties;

“Taxation” or “Tax” has the meaning given in the Tax Indemnity;

“Third Party Claim” has the meaning given in Clause 11.4;

“Third Party Indebtedness” means the aggregate amount (together with any accrued interest and any redemption penalties and fees payable) as at the Effective Time of all outstanding Indebtedness owed by the Group Companies to any third party (together with any amounts payable to the third party required to discharge such Indebtedness) less any Indebtedness owed by any third party to any Group Company and shall include any other liabilities that are included within the total of the line items identified by an “X” in the “Third Party Indebtedness” column of the Closing Statement, and, for the purposes of this definition, third party shall exclude: (i) any member of the Seller’s Group; and (ii) any Group Company;

“Trade Marks” means trade marks, service marks, and rights in business, company or trade names, logos, get-up, URLs or domain names, and all other similar rights in any part of the world, whether registered or unregistered, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

“Transaction” means the proposed acquisition of the Shares by the Purchaser (or, as applicable, a member of the Purchaser’s Group);

“Transaction Documents” means this Agreement, the Disclosure Letter, the Transitional Services Agreement, the Reverse Transitional Services Agreement, the Secondment Agreement and the Tax Indemnity and all other documents entered into pursuant to this Agreement and “Transaction Document” means any one of them;

“Transitional Services Agreement” means: (i) the transitional services agreement in relation to centrally provided services between G4S Corporate Services Limited and the Purchaser in the Agreed Terms (the “Central Services TSA”); and (ii) the local transitional services agreements each between a member of the Seller’s Group and a Group Company which incorporate the Central Services TSA except to the extent the Seller and the Purchaser agree that those terms are to be amended therein (the “Local TSAs”), in each case to be entered into at Closing in respect of the provision of certain services by a member of the Seller’s Group to a Group Company;

“UK Holdco” means G4S Cash Solutions Holdings No. 2 Limited, a company incorporated in England with registered number 12192274 and whose registered office is at 5th Floor Southside, 105 Victoria Street, London, England, SW1E 6QT;

“Valuables” means Physical Cash, bullion, dore (unrefined gold), other precious stones, metals, fine art, documents, stored data, archives, artefacts, diamonds, jewellery or any other valuable items or commodities which can be physically stored by a Group Company;

“VAT” means within the European Union such Taxation as may be levied in accordance with (but subject to derogations from) Directive 2006/112/EC and outside the European Union any similar Taxation levied by reference to added value or sales;

“Wider Acquisition Documents” means: (i) this Agreement; (ii) the Second SPA; (iii) the G4Si SPA; and (iv) subject to the exercise by the Seller of the put option contained therein, the Luxembourg Put Option, and each a “Wider Acquisition Document”;

“Wider Consideration Amount” means the aggregate of the Consideration and the final consideration (after any adjustments) actually received by the Seller pursuant to clause 3 of the Second SPA, clause 3 of the G4Si SPA and clause 3 of the Luxembourg Put Option;

“Wider Fundamental Warranties” means the Fundamental Warranties, and the warranties given in paragraph 1.1, 14 and 15 of Schedule 9 to the Second SPA, paragraph 1.1, 14 and 15 of Schedule 9 to the G4Si SPA and paragraph 1.1, 14 and 15 of Schedule 9 to the Luxembourg Put Option;

“Wider Group” means each company which is due to be transferred to a member of the Purchaser’s Group pursuant to any Wider Acquisition Document and each company listed as a “Group Company” in schedule 2 of each such document;

“Wider Seller’s Warranties” means the warranties given by the Seller pursuant to Clause 9 and Schedule 9 to this Agreement, clause 9 and Schedule 9 to the Second SPA, clause 7 and Schedule 9 to the G4Si SPA and clause 9 and Schedule 9 to the Luxembourg Put Option;

“Wider Seller’s Warranty Claims” means all claims for breach of the Wider Seller’s Warranties but excluding any Wider Tax Warranty Claim;

“Wider Tax Warranties” means the warranties given in paragraph 12 of Schedule 9, paragraph 12 of Schedule 9 to the Second SPA, paragraph 12 of Schedule 9 to the G4Si SPA and paragraph 12 of Schedule 9 to the Luxembourg Put Option;

“Wider Tax Warranty Claim” means a claim for a breach of any of the Wider Tax Warranties;

“Wider Transaction Documents” means: (i) the Transaction Documents; (ii) the Second SPA; (iii) the G4Si SPA; (iv) subject to the exercise by the Seller of the put option contained therein, the Luxembourg Put Option; and (v) all other documents entered into pursuant to or in connection with the foregoing;

“Working Capital” means the total of the line items identified by an “X” in the “Working Capital” column of the Closing Statement; and

“Working Capital Adjustment” means the amount by which the Working Capital exceeds the Normalised Working Capital Target (which amount shall be added to the Bid Amount for the purposes of Clause 3.1) or the amount by which the Working Capital is less than the Normalised Working Capital Target (which amount shall be deducted from the Bid Amount for the purposes of Clause 3.1).

References to one gender include all genders and references to the singular include the plural and vice versa.

References to:

References to shares shall include, where relevant, quotas.

A company is a “subsidiary” of another company (its “holding company”) if that other company, directly or indirectly, through one or more subsidiaries:

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

References to any document (including this Agreement), or to a provision in a document, shall be construed as a reference to such document or provision as amended, supplemented, modified, restated or novated from time to time.

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.

In this Agreement, “to the extent that” shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way.

With respect to any Group Company that has more than 50 per cent. of its share capital legally and beneficially owned by a person that is not: (i) prior to Closing, a member of the Seller’s Group; or (ii) after Closing, a member of the Purchaser’s Group, the word “procure” shall mean the Seller or the Purchaser (as applicable) exercising all of its rights that it is able to

exercise (whether directly or indirectly) as a minority shareholder of the relevant Group Company.

Except: (i) as otherwise stated in this Agreement; and (ii) in relation to Clause 8 and Schedule 7, any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount at the Conversion Rate prevailing at the Relevant Date. For the purposes of this Clause 1.13:

“Conversion Rate” means the closing spot rate for a transaction between the two currencies in question on the Business Day immediately preceding the Relevant Date as published by Bloomberg or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted;

“Relevant Date” means, save as otherwise provided in this Agreement, the date on which a payment or an assessment is to be made, save that, for the following purposes, the date shall mean:

The consideration for the purchase of the Shares under this Agreement shall be an amount in Pounds Sterling equal to:

(together, the “Purchase Price”).

The Purchase Price shall be paid by way of: (i) cash payments pursuant to Clauses 7.3 and 8.3; and (ii) payment of the Deferred Consideration.

Indebtedness shall be allocated between the Shares according to the Company or Companies to which such item is attributable and consequently shall be added to (in the case of the Estimated Cash, Estimated Intra-Group Financing Receivables) or deducted from (in the case of the Estimated Intra-Group Financing Payables and the Estimated Third Party Indebtedness) the Bid Amount allocated to those Shares in paragraph (i) above; and

and in each case the consideration shall be deemed to have been reduced by the amount of such payment.

than in the ordinary course of business and materially consistent with past practice;

Clause 5.1 shall not operate so as to prevent or restrict:

provided, in the case of Clauses 5.2.1, 5.2.2 and 5.2.4, that the Seller shall notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this Clause 5.2, shall provide to the Purchaser all such information as the Purchaser may reasonably request and shall, to the extent legally permitted, use reasonable endeavours to consult with the Purchaser in respect of any such action.

address the requirements of any regulatory authority, Tax Authority or central bank or third party shareholder of a Group Company in connection with the Reorganisation, provided that any amendments which will or are likely to, in the reasonable opinion of the Seller (acting in good faith):

shall in each case require the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed).

in order to assist the Purchaser and members of the Purchaser’s Group in their dealings with those Finance Providers under those Existing Financing Arrangements that the Purchaser wishes to continue after Closing for the benefit of the Group and/or the Business (including, for the avoidance of doubt, in the seeking of any waiver of any change of control or equivalent provisions in the Existing Financing Agreements that are triggered by the Transaction).

Without prejudice to the generality of Clause 5.1.1, between the date of this Agreement and Closing the Seller shall and/or shall procure that the relevant members of the Seller’s Group shall maintain in force all Target Group Insurance Policies and all Seller’s Group Insurance Policies inter alia for the benefit of the Group Companies.

In addition and without prejudice to the steps identified in the Reorganisation Steps Plan and any other obligations of the Seller contained in this Agreement between the date of this Agreement and Closing, the Seller will:

Without prejudice to the generality of Clause 5.1.1, prior to Closing the Seller shall, and shall procure that the Group Companies shall, allow the Purchaser and its agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Group, including providing any information concerning the Group reasonably requested by the Purchaser or its agents in connection with the Transaction, provided that the obligations of the Seller under this Clause 5.8 shall not extend to allowing

access to information: (i) which is reasonably regarded by the Seller as confidential to the activities of the Seller or any member of the Seller’s Group otherwise than in relation to the Group Companies; or (ii) which is commercially sensitive information of any Group Company (unless and to the extent the Seller agrees to share such information under a clean team or other arrangement and in compliance with Applicable Law); or (iii) if such information cannot be shared with the Purchaser prior to Closing due to Applicable Law or confidentiality obligations to a third party.

the Seller shall use reasonable endeavours to cause the Relevant Accountants to consent to the inclusion or incorporation by reference of its audit opinion with respect to any of the financial statements of the Wider Group Companies in any such registration statement, offering memorandum, report or other filing of the Purchaser or any member of the Purchaser’s Group, and the Seller shall use its reasonable endeavours to cause representation letters, in form and substance reasonably satisfactory to the Purchaser (acting reasonably), to be executed and delivered by the Relevant Accountants in connection with obtaining such consent.

in force following Closing and any such Seller Affiliate Arrangements that both parties agree will continue in force after Closing shall be referred to as a “Continuing Seller Affiliate Contract”.

provided that no member of the Purchaser’s Group (including the Group Companies from Closing) has induced or promoted such a claim or assertion.

amount of the saving. Notwithstanding any other provision of this Agreement, Clause 15.10.4 shall not apply to a payment by the Purchaser to the Seller under this Clause 6.3.3.

The Seller shall indemnify and keep indemnified each Indemnified Person for all Losses suffered by the Indemnified Person arising out of or in connection with the decision of the Competition Council of Romania dated 23 April 2018 finding that G4S Cash Solutions SRL and G4S Secure Solutions SRL had infringed Article 5(1) of the Competition Law No. 21/1996 (republished in 2016) in relation to pricing of certain security services (the “Relevant Romanian Conduct”), including without limitation any claims and litigation resulting from the Relevant Romanian Conduct and, for the avoidance of doubt, any continuation of the appeal proceedings disclosed in the Disclosure Letter. but excluding, for the avoidance of doubt, fines, fees, interest and other amounts paid by G4S Cash Solutions SRL and G4S Secure Solutions SRL or a Group Company on or before Closing.

The provisions set out in Schedule 3 shall apply in relation to property matters.

The provisions set out in Schedule 4 shall apply in relation to employment matters.

The provisions set out in Schedule 5 shall apply in relation to Intellectual Property Rights.

Closing shall take place at the offices of the Seller’s Lawyers on 30 March 2020 (to provide the Seller and the Purchaser with sufficient time between the date of this Agreement and Closing to plan for the Cash Reconciliation Process) or at such other location, time or date as may be agreed between the Purchaser and the Seller. The parties will discuss in good faith whether it is possible to defer the date of Closing to a date that is after 30 March 2020.

On Closing, the parties shall comply with their respective obligations specified in Schedule 6. The Seller may waive some or all of the obligations of the Purchaser as set out in Schedule 6 and the Purchaser may waive some or all of the obligations of the Seller as set out in Schedule 6.

On Closing, the Purchaser shall pay to the Seller, an amount in cash in immediately cleared funds in Pounds Sterling which is equal to:

the documents and items delivered pursuant to Clause 7.2 and Schedule 6 shall cease to be held to the order of the person delivering them and Closing shall have taken place.

Five Business Days prior to Closing, the Seller shall notify the Purchaser of:

each of such estimates having been prepared in good faith. The Seller shall use reasonable endeavours to prepare such estimates on a basis consistent with the basis on which the Closing Statement will be prepared in accordance with Schedule 7 and shall also provide, in the case of the Estimated Intra-Group Financing Receivables and the Estimated Intra-Group Financing Payables, such detail as is necessary for the Purchaser to procure any payments to be made pursuant to Clause 7.7.

within 90 days of Closing (each, a “Pre-Closing Customer Claim”) and the Purchaser shall provide, or shall procure that members of the Purchaser’s Group and the Group Companies provide, the Seller with the assistance set out in Clause 7.6.8; and

that following investigation in accordance with Clause 7.6.4(iii) are proven to the reasonable satisfaction of the Seller, acting reasonably (“Accepted Shortfalls”); and

policies (as were in place immediately prior to Closing), with access to the employees, branches, secure areas, vehicles and customer sites of the Group; and

in each case as may be necessary to investigate a Potential Shortfall or investigate and/or take conduct of Pre-Closing Customer Claim.

relevant Group Company the payment of the amount of Estimated Intra-Group Financing Receivables in accordance with Clause 7.7.1(ii); and

If a party fails to comply with any material obligation in Clauses 7.2 and 7.3 and Schedule 6, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights and remedies available) by written notice to the other parties served on the date on which Closing was due to take place:

The Purchaser shall procure that as soon as practicable following Closing (and in any event within 90 Business Days) there shall be drawn up a draft of the Closing Statement (the “Draft Closing Statement”) in accordance with Schedule 7.

Following determination of the Closing Statement pursuant to Clause 8.2 and paragraph 3 of Part 1 of Schedule 7, if the amount of any Intra-Group Financing Payable and/or any Intra-Group Financing Receivable contained in the Closing Statement is greater or less than the

amount of the corresponding Estimated Intra-Group Financing Payable or Estimated Intra-Group Financing Receivable, then the Seller and the Purchaser shall procure that such adjustments to the payments pursuant to Clause 7.7.1 are made as are necessary to ensure that (taking into account such adjustments) the actual amount of each Intra-Group Financing Payable and each Intra-Group Financing Receivable has been repaid by each relevant Group Company to the relevant member of the Seller’s Group or by the relevant member of the Seller’s Group to the relevant Group Company, as the case may be.

The Seller shall not be liable for any Claim or Tax Claim unless a notice of the Claim or Tax Claim is given by the Purchaser to the Seller specifying the matters set out in Clause 11.2:

The Seller shall not be liable for any Claim or Tax Warranty Claim in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable.

The Seller shall not be liable for any Claim or Tax Claim or other claim under this Agreement (except for a claim under Clauses 2, 5.1, 7.2, 7.6.5, 8, 12.1 to 12.4, 12.6 and 13.2) in respect of any indirect or consequential losses (including loss of profit or loss of goodwill).

The Seller shall not be liable for any Claim if and to the extent that proper allowance, provision or reserve is made in the Closing Statement (in a column other than the “Other” column) or the Carve-out Accounts for the matter giving rise to the relevant Claim.

The Seller shall not be liable for any Claim if and to the extent that the relevant Claim has arisen as a result of:

any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement, any other Wider Transaction Document, the Reorganisation Steps Plan or otherwise at the request in writing or with the approval in writing of the Purchaser;

any act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or any of the Group Companies, or their respective directors, officers, employees or agents or successors in title, after Closing;

any change in accounting or Taxation policy, bases or practice of the Purchaser or the Purchaser’s Group introduced or having effect after the date of this Agreement.

Without prejudice to Clause 14, the Seller shall not be liable for any Claim if and to the extent that any of the Group Companies recovers such Losses in respect of which the Claim is made under any insurance policy held by a Group Company.

The Seller shall not be liable for any Claim in respect of any Losses suffered by the Purchaser or any Group Company if and to the extent that a member of the Purchaser’s Group receives any corresponding savings or net quantifiable financial benefit arising from such Losses or the facts giving rise to such Losses (for example where the amount (if any) by which any Taxation for which any member of the Purchaser’s Group would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as a result of the matter giving rise to such liability).

The Seller shall not be liable for any Seller’s Warranty Claim or Tax Warranty Claim if and to the extent that the facts, matters or circumstances giving rise to the Seller’s Warranty Claim or Tax Warranty Claim were actually known by the Purchaser prior to signing this Agreement. For the purposes of this Clause 10.11, the actual knowledge of the Purchaser shall be deemed to be the actual knowledge of Doug Pertz, Ron Domanico, Paul Diemer, Josh Allen, Chris Parks, Dana O’Brien, Guillaume Nonain, Jiali Zhu, Paul Henry, David King, Andrea Sanchez, Simon Davis, Fred Mitchell, Frank Russo, Mike Beech, Dominik Bossart, Danielle Bacqueröet, Paibul Chanawatr, Marcie Kapaldo and Lisa Landry as at the date of this Agreement.

Save in the case of fraud or wilful concealment, the Seller undertakes to the Purchaser, the Group Companies and their respective employees to waive any rights or claims which it may have in respect of any inaccuracy or omission in or from any information or advice supplied or given by the Group Companies or their respective employees in connection with the giving of the Seller’s Warranties and the preparation of the Disclosure Letter.

If the Seller has paid to the Purchaser or a Group Company an amount in discharge of any Claim and subsequently the Purchaser or Group Company receives or recovers (whether by payment, credit or otherwise) a sum from a third party which indemnifies or compensates the Purchaser or the Group Company (in whole or in part) for the loss or liability which is the subject matter of the Claim, the Purchaser shall, or shall procure that the relevant Group Company shall, pay to the Seller as soon as practicable after receipt an amount equal to: (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery less the net amount of any Taxation attributable to the recovery, or if less; (ii) the amount previously received from the Seller less the net amount of any Taxation attributable to it. Any payment made by the Purchaser to the Seller under this Clause 10.13 shall be made by way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.4 shall apply mutatis mutandis.

No party may recover for breach of or under this Agreement or any Wider Transaction Document or otherwise more than once in respect of the same Losses suffered or amount for which the party is otherwise entitled to claim (or part of such Losses or amount), and no amount (including any Relief) (or part of any amount) shall be taken into account, set off or credited more than once for breach of or under this Agreement or any Wider Transaction Document or otherwise, with the intent that there will be no double counting for breach of or under this Agreement or any Wider Transaction Document or otherwise.

The Purchaser shall take, and shall procure that each member of the Purchaser's Group shall take all reasonable steps and shall give all reasonable assistance to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability for any claim for breach of or under this Agreement.

The Seller shall not be liable for any Tax Claim if and to the extent that the exclusions in clause 5 of the Tax Indemnity apply.

None of the exclusions or limitations contained in this Clause 10 or the Tax Indemnity shall apply to any claim for breach of or under this Agreement or the Tax Indemnity if and to the extent it arises or is increased as a result of fraud by the Seller or any member of the Seller’s Group.

Without prejudice to the obligations of the Purchaser under Clause 11.2, if the Purchaser or any Group Company becomes aware of any fact, matter or circumstance that may give rise to a Claim or Tax Claim, the Purchaser shall as soon as reasonably practicable and in any event no later than 60 days after the date the Purchaser becomes aware of such fact, matter or circumstance, give a notice in writing to the Seller setting out such information as is available to the Purchaser or relevant Group Company. Failure to give notice within such period shall not affect the rights of the Purchaser except to the extent that the Seller is prejudiced by the failure.

Notice of any Claim or Tax Claim shall be given by the Purchaser to the Seller in accordance with and within the time limits specified in Clause 10.1 and shall include the Purchaser’s estimate of the amount of Losses which is, or is expected to be, the subject of the Claim or Tax Claim (including any Losses which are contingent on the occurrence of any future event).

Any Claim or Tax Warranty Claim notified pursuant to Clause 11.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn nine months after the notice is given pursuant to Clause 11.2 unless:

If the matter or circumstance that may give rise to a Claim other than a Tax Claim is a result of or in connection with a claim by a third party (a “Third Party Claim”) then:

under the Contracts (Rights of Third Parties) Act 1999.

in each case as it existed in the Relevant Territory at the Closing Date (referred to herein as the “Restricted Business”).

subject to: (a) the number of installations within the Cash Territories not exceeding 25 per cent. of the total installations for the relevant customer under such agreement or contract (not taking into account any such installations or uses attributable to any existing customer up to the date of Closing); and (b) the Seller not conducting any marketing activities in relation to such agreements and contracts within the Cash Territories;

that is incorporated, resident or has its place of business in a Cash Territory but where the installation or use of the Cash Technology Solution under that contract is not in a Cash Territory (save in the circumstances set out in clause 12.1.2(iii) above); or

supplying the majority of the components in the relevant Hardware (or, failing that, in line with the consumer price index in South Africa); and

notice from the Purchaser, such notice to contain a breakdown of OCS Software and services received by the Seller’s Group and charged by OCS to the Counterparty, to the extent that such information is provided to the Purchaser by, or at its request from, OCS.

branch office or establishment in a Cash Territory to the extent required for the purposes of providing Cash Technology Solutions permitted pursuant to this Clause 12.

provided or licensed by the Seller or any other member of the Seller’s Group to the Purchaser or any other member of the Purchaser’s Group or any Group Companies, including any such Software which is to be sold, provided or licensed by the Purchaser or another member of the Purchaser’s Group or any Group Companies to any customers (whether pursuant to any Existing Deposita Contract, Deposita Support Agreement, this Agreement, the Wider Transaction Documents or otherwise) (“Seller Supplied Software”); (b) to the extent that any Cash Technology Brands are used by the Group Companies in relation to the provision of support, maintenance or any other services relating to any Seller Supplied Software (“Seller Supplied Software Services”) as at Closing, cease to use such Cash Technology Brands to the same extent in relation to any Seller Supplied Software Services which are provided after Closing; (c) apply or use any trade mark, sign, name or logo on, to or in relation to any Seller Supplied Software or to Seller Supplied Software Services other than a Cash Technology Brand, or co-brand any Seller Supplied Software or Seller Supplied Software Services with any trade mark, sign, name or logo other than a Cash Technology Brand; (d) advertise, promote, offer, distribute or sell any Seller Supplied Software or Seller Supplied Software Services by reference to, or in connection with, any trade marks, signs, names or logos other than the Cash Technology Brands that are used by the Seller’s Group in relation to such Seller Supplied Software and Seller Supplied Software Services; or (e) otherwise “white label” any Seller Supplied Software or Seller Supplied Software Services; and

encourages or advises such agency to approach any such person.

Save for the Announcements, no announcement, communication or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of the Seller’s Group or any member of the Purchaser’s Group without the prior written consent of the Seller and the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). This shall not affect any announcement, communication, or circular required by law or any governmental or regulatory body or the rules of any stock exchange on which the shares of either party or its holding company are listed but the party with an obligation to make an announcement or communication or issue a circular (or whose holding company has such an obligation) shall consult with the other party (or shall procure that its holding company consults with the other party) insofar as is reasonably practicable before complying with such an obligation.

provided that prior to disclosure or use of any information pursuant to Clause 13.2.3(i), (ii), (iii) or (vii), the party concerned shall, where not prohibited by law, consult with the other party insofar as is reasonably practicable and take reasonable account of the other party’s views.

provided that, without prejudice to any duties of confidentiality contained in this Agreement or the Confidentiality Agreements the Purchaser (and its professional advisers or auditors that received information pursuant to Clause 13.2.3(vi) or bank or financial institution that received information pursuant to Clause 13.2.3(vii)) may retain any Confidential Information as may be required by law or regulation.

The Seller shall (and shall procure that each member of the Seller’s Group will):

Without prejudice to Clause 14.1, the Purchaser acknowledges and agrees that from the Closing Date:

With respect to any claim made before the Closing Date by or on behalf of any Group Company under any Seller’s Group Insurance Policy, if and to the extent that:

the Seller shall (and shall procure that each member of the Seller’s Group will), consistent with past practice on such matters, use all reasonable endeavours after the Closing Date to recover all monies due from insurers and shall pay any monies received (after taking into account any deductible under the Seller’s Group Insurance Policies and less any Taxation suffered on the proceeds and any reasonable out of pocket expenses suffered or incurred by the Seller or any member of the Seller’s Group in connection with the claim) to the Purchaser or, at the Purchaser’s written direction, the relevant Group Company as soon as practicable after receipt.

such claims being “Agreed New Claims”.

Group Companies; and (iii) to enable the Seller’s Group to comply with its own tax obligations or facilitate the management or settlement of its own tax affairs.

the Purchaser shall, if requested by the Seller, promptly and in any event within three Business Days provide a sum of cash to the guaranteed party under that Seller’s Group Guarantee or Seller’s Facility Guarantee equal to the maximum amount that is being guaranteed under the Seller’s Group Guarantee or Seller’s Facility Guarantee (as applicable) to that guaranteed party. Such cash will be held by that guaranteed party as collateral for the obligations that are the subject of such Seller’s Group Guarantee or Seller’s Facility Guarantee and the Purchaser shall enter into the documents requested by that guaranteed party to reflect those collateral arrangements. After paying such cash to that guaranteed party the Purchaser shall procure the release of such Seller’s Group Guarantee or Seller’s Facility Guarantee and notify the Seller once the Seller’s Group Guarantee or Seller’s Facility Guarantee has been released.

to reflect those collateral arrangements. After paying such cash to that guaranteed party the Seller shall procure the release of such Group Company Guarantee and notify the Purchaser once the Group Company Guarantee has been released.

Neither the Seller nor the Purchaser may, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed), assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement save that:

provided that neither the Seller nor the Purchaser (as applicable) shall be under any greater obligation or liability thereby than if such assignment had never occurred and that the amount of loss or damage recoverable by the assignee shall be calculated as if that person had been originally named as the Purchaser or the Seller (as applicable) in this Agreement (and, in particular, shall not exceed the sum which would, but for such assignment, have been recoverable hereunder by the Purchaser or the Seller (as applicable) in respect of the relevant fact, matter or circumstance).

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

respectively, may be set off against each other to produce a net sum; and

Subject to the provisions of the Tax Indemnity, the Purchaser shall bear the cost of all notarial fees and all registration, stamp and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable in respect of the sale and purchase of the Shares pursuant to this Agreement. The Purchaser shall arrange the payment of such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment. The Purchaser shall pay to the Seller or any other member of the Seller’s Group an amount equal to any Losses suffered by the Seller or member of the Seller’s Group as a result of the Purchaser failing to comply with its obligations under this Clause 15.

If a party defaults in the payment when due of any sum payable under this Agreement or the Tax Indemnity its liability shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (after as well as before judgment) at a rate per annum equal to SONIA. Such interest shall accrue from day to day.

the payer shall be obliged to pay to the recipient such additional amounts as will ensure that the recipient receives, in total, an amount which (after such deduction or withholding has been made) is no more and no less than it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if a party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated or any affiliate or person with an interest in a party shall have transferred its rights under this Agreement or its interest in the party or changed its tax residence or the permanent establishment to which its rights under this Agreement or its interest in the party are allocated then the liability of the other party under this Clause 15.10.1 shall be limited to that (if any) which it would have been had no such transfer or change taken place.

(including any Taxation which would have been charged in the absence of any Reliefs); and

the recipient shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Taxation or Relief provided first that the reference in this Clause 15.10.4 to a Relief shall include any saving of Taxation which is the subject of Clause 6.3.3 and provided secondly that if a party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated (or any affiliate of or person with an interest in a party shall have transferred its rights under this Agreement or its interest in the party or changed its tax residence or the permanent establishment to which its rights under this Agreement or its interest in the party are allocated) then the liability of the other party under this Clause 15.10.4 shall be limited to that (if any) which it would have been had no such transfer or change taken place.

procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due.

G4S PLC

5th Floor, Southside, 105 Victoria Street, London, United Kingdom SW1E 6QT

E-mail: ***@***

Attention: Soren Lundsberg-Nielsen, Group General Counsel

With a copy to:

Linklaters LLP

One Silk Street, London EC2Y 8HQ

Attention: Aedamar Comiskey and Kanyaka Ramamurthi

The Brink’s Company

555 Dividend Dr, Coppell, TX 75019, United States

E-mail: ***@*** and ***@*** and ***@***

Attention: Dana O’Brien, General Counsel and Lindsay Blackwood

With a copy to:

Allen & Overy LLP

One Bishops Square, London E1 6AD

Email: ***@*** and ***@***

Attention: David Broadley and Lisa Goransson        

Each of the Seller and the Purchaser is aware that the Civil Law Notary holds office with Allen & Overy LLP and hereby acknowledge that they have been informed of the existence of the Ordinance Containing Rules of Professional Conduct and Ethics (Verordening beroeps- en gedragsregels) of the Royal Professional Organisation of Civil Law Notaries (Koninklijke Notariele Beroepsorganisatie) and explicitly agree and acknowledge that:

and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 15.14.1, not be affected.

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Agreement by executing any such counterpart.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

This Agreement has been duly entered into on the date shown at the beginning.