First Amendment dated as of March 30, 2020 to the Stock Purchase Agreements dated as of February 26, 2020 between The Brink's Company and G4S

To:    G4S plc

5th Floor, Southside, 105 Victoria Street, London, United Kingdom

From:    The Brink’s Company (“Brink’s”)

1801 Bayberry Ct., Richmond, VA 23226, USA

G4S plc (“G4S”) and The Brink’s Company (“Brink’s”, and together with G4S, the “Parties” and each of them, a “Party”) have entered into: (i) the share purchase agreement dated 26 February 2020 relating to the sale and purchase of G4S Cash Solutions Holdings No 2 Limited, G4S Group Holding (Asia) B.V., G4S Cash Solutions Holdings B.V. and G4S Cash Solutions (Belgium) S.A./N.V., (“SPA 1”); and (ii) the share purchase agreement dated 26 February 2020 relating to the sale and purchase of, inter alia, the Netherlands Companies (“SPA 2”, and together with SPA 1, the “Agreements”).

G4S and Brink’s agree that:

The purpose of this Letter is to amend the Agreements, in accordance with Clause 15.5 of SPA 1 and Clause 15.5 of SPA 2, in order to defer the Closings for the First Closing Countries and the Second Closing Countries to 6 April 2020 and 20 April 2020 respectively and accelerate the Closing for the Netherlands to 6 April 2020, as well as to make certain other amendments agreed between the Parties.

Terms used but not defined herein have the meanings given to them in the Agreements.

It is agreed as follows:

“1.14     References to Closing, Closing Date and Closing Statement

“1.15    References to Group Companies

“5.3.5    The Seller and Purchaser agree that:

shares of G4S Cash Solutions (Hong Kong – Holding) Limited to repay existing debt; and

and such transactions shall constitute permitted amendments to the Reorganisation for the purposes of Clause 5.3.1 provided that they do not result in any additional liabilities (other than stamp duty) being incurred by the Purchaser or any Group Company that will not be either: (a) fully reflected in the Closing Statement; or (b) subject to full indemnification from the Seller pursuant to the terms of the Tax Indemnity.”;

7.1.1    Closing shall take place virtually on 6 April 2020 in respect of the First Closing Countries, and on 20 April 2020 in respect of the Second Closing Countries (in each case 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 reasonable to defer specific Closing Dates only in the event that it is impossible because of impediments directly related to COVID-19 to conduct the Cash Count in any particular country or countries, provided that the Purchaser has clearly used its best endeavours to prepare for and conduct each of the Cash Counts, including but not limited to applying for, or taking advantage of, any relevant exemptions or exceptions from COVID-19 related laws, making appropriate contingency plans and using reputable third parties to conduct Cash Counts on its behalf (if required). Upon request, the Purchaser shall inform the Seller of everything it has done to prepare for and conduct each Cash Count in good time before any such Cash Count is due to take place.

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

(the “Closing Payment”),

an amount equal to the interest that would have accrued if interest had been accruing daily at the Relevant Interest Rate per annum on the Closing Payment from the Effective Time until the relevant Closing Date.

7.4.2    Simultaneously with:

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 that Closing shall have taken place.

7.5    Notifications to determine payments on Closing

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

7.5.1    the Estimated Cash;

7.5.2    the Estimated Third Party Indebtedness;

7.5.3    the Estimated Intra-Group Financing Receivables;

7.5.4    the Estimated Intra-Group Financing Payables; and

7.5.5    the Estimated Working Capital,

in each case that are attributable to the Company or Companies whose Shares are the subject of that Closing, 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.”

The Relevant Sellers shall deliver or make available to the Relevant Purchasers instruments of transfer of the relevant Shares in G4S Cash Solutions (Hong Kong – Holding) Limited in a form that complies with the law applicable to the transfer of such Shares duly executed by the registered holders in favour of the Relevant Purchasers, accompanied by the related share certificates (or an express indemnity in a form satisfactory to the Relevant Purchasers in the case of any certificate found to be missing).”;

The Relevant Sellers shall deliver or make available to the Relevant Purchasers instruments of transfer of the relevant Shares in G4S Cash Solutions (Ireland) Limited in a form that complies with the law applicable to the transfer of such Shares duly executed by the registered holders in favour of the Relevant Purchasers, accompanied by the related share certificates (or an express indemnity in a form satisfactory to the Relevant Purchasers in the case of any certificate found to be missing).”;

““ATM Territories” means the territories that are the subject of the relevant Closing;”; and

““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 Clauses 5.2.6, 7.6.5 or 8 or a Tax Claim;”;

““First Closing Countries” means Hong Kong, Ireland and Belgium, and “First Closing Country” means any one of them;”;

““Second Closing Countries” means Cyprus, the Czech Republic, the Dominican Republic, Indonesia, Malaysia and Romania, and “Second Closing Country” means any one of them;”;

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

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

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

““Effective Time” means immediately before midnight (local time) on 31 March 2020;”;

““Estimated Working Capital” means the Seller’s reasonable estimate of the Working Capital for the relevant Group Companies;”;

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

““Normalised Working Capital Target” means:

““Period End Financial Data” means the period end financial data from 1 January 2019 to 31 December 2019 used for the Seller’s calculation of the relevant Normalised Working Capital Target and included in the Normalised Working Capital Schedule;”;

““Relevant Interest Rate” means:

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

“7.2.3    Closing of the transfer of the Netherlands Shares (the “NL Closing”) shall, subject to the satisfaction of the Works Council Condition, take place virtually (including by delivery of documents by email) or at the offices of the Purchaser’s Lawyers on 6 April 2020 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 reasonable to defer the NL Closing only in the event that it is impossible because

of impediments directly related to COVID-19 to conduct the Cash Count in the Netherlands, provided that the Purchaser has clearly used its best endeavours to prepare for and conduct the Cash Count in the Netherlands, including but not limited to applying for, or taking advantage of, any relevant exemptions or exceptions from COVID-19 related laws, making appropriate contingency plans and using reputable third parties to conduct the Cash Count on its behalf (if required). Upon request, the Purchaser shall inform the Seller of everything it has done to prepare for and conduct the Cash Count in good time before the Cash Count is due to take place.

If the Works Council Condition is not satisfied by 5pm CET on 3 April 2020, the NL Closing shall be deferred until the Works Council Condition is satisfied.

Promptly following satisfaction of the Works Council Condition:

“7.10    Interest

The Purchaser shall, on Closing, pay to the Seller an additional amount equal to the interest that would have accrued if it had been accruing daily at the Relevant Interest Rate on the Closing payment payable in relation to the Netherlands Shares (as calculated pursuant to Clause 7.4) from 31 March 2020 until the Closing Date.”

““Relevant Interest Rate” means:

““Effective Time” means immediately before midnight (local time) on the relevant Closing Date, other than in the case of the transfer of the Netherlands Shares in respect of which the Effective Time shall be midnight (local time) on 31 March 2020;”.

/s/ Line Lundsberg-Nielson