Exhibit 2.1 AgreementSale and purchase agreementThe SellersThe Sellers' GuarantorsGlobal Payments Australia 2 Pty LimitedGlobal Payments Inc.

Definitions, interpretation and agreement components

Definitions

Headings and words in bold type are for convenience and do not affect the interpretation of this agreement.

The singular includes the plural and the plural includes the singular.

Words of any gender include all genders.

Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning.

An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Governmental Agency as well as an individual.

A reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to, this agreement.

A reference to any legislation or any industry standards includes all delegated legislation or standard made under it and amendments, consolidations, replacements or re-enactments of any of them.

A reference to a document includes all amendments or supplements to, or replacements or novations of, that document.

A reference to a party to a document includes that party’s successors and permitted assignees.

A reference to an agreement other than this agreement includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing.

A reference to liquidation or insolvency includes appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death.

No provision of this agreement will be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision.

A reference to a body, other than a party to this agreement (including an institute, association or authority), whether statutory or not:

which ceases to exist; or

whose powers or functions are transferred to another body,

If a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day.

A reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later.

If an act prescribed under this agreement to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day.

Unless otherwise stated, a reference to time is a reference to Brisbane time.

A reference to $ is to the currency of Australia unless denominated otherwise.

Clause 3 does not become binding on the parties and is of no force or effect unless and until the following condition has been satisfied:

the Treasurer of the Commonwealth of Australia has either:

provided written notice which is unconditional or subject only to conditions reasonably acceptable to the Buyer that there is no objection under the Foreign Acquisitions and Takeovers Act 1975 (Cth) or Australian foreign investment policy to the proposed acquisition by the Buyer of the Shares; or

become precluded from exercising any power to make an order under the Foreign Acquisitions and Takeovers Act 1975 (Cth) in relation to the proposed acquisition by the Buyer of the Shares.

Completion is conditional on the following conditions having been satisfied or waived in accordance with clause 2.4:

the Sellers provide to the Buyer written evidence that Westpac Banking Corporation Limited:

has been made aware of the transactions contemplated by this agreement and the effect of those transaction on the Westpac Finance Documents; and

waives any rights to rely on the transactions contemplated by this agreement as a ‘Default Event’ under any of the Westpac Finance Documents; and

the Sellers provide to the Buyer written evidence that Mindbody Australia Pty Ltd ACN 161 549 006 has consented under the terms of the Integrated Services Agreement between it and Ezidebit Pty Ltd ACN 096 902 813 dated 1 June 2013 to the change of control of the Target Entities which will be effected by the transactions contemplated by the this agreement; and

no Material Adverse Effect has occurred since 30 June 2014.

The Buyer must use all reasonable endeavours to ensure that the conditions(s) in clause 2.1(a) is satisfied as expeditiously as possible and in any event on or before the Cut Off Date.

Each party must use all reasonable endeavours to ensure that the condition(s) in clause 2.1(b)(1) is satisfied as expeditiously as possible and in any event on or before the Cut Off Date.

Each party must cooperate with each other party in approaching the relevant regulatory bodies for the purposes of satisfying the condition in clause 2.1(a).

The Seller must provide all information as may be reasonably requested by the Buyer in connection with any notices and applications for approval.

The condition in clause 2.1(a) may not be waived.

The conditions in clause 2.1(b) are for the benefit of the Buyer and may only be waived by the Buyer.

the conditions in clause 2.1 are not satisfied, or waived in accordance with clause 2.4, by the Cut Off Date; or

the conditions in clause 2.1 become incapable of satisfaction or the parties agree that any of the conditions in clause 2.1 cannot be satisfied.

Sale and purchase

attached to them as at the date of this agreement; and

that accrue between the date of this agreement and Completion.

The consideration for the sale of the Shares is the payment by the Buyer of the Purchase Price.

The Purchase Price will be paid as follows:

the Completion Payment, payable by the Buyer on Completion in accordance with clause 3.4 and clause 6;

the Actual Adjustment Amount, payable clause 7.2 (if any), following finalisation of the Completion Working Capital Statement in accordance with clauses 7.2 and 7.3;

the Escrow Amount, payable by the Buyer into the Escrow Account in accordance with clause 8; and

any other adjustments to the Purchase Price payable in accordance with this agreement.

the Special Dividend Payment Amount in accordance with payment directions notified to the Buyer 2 Business Days prior to the Completion Date;

the amount of Transaction Costs (together the Transaction Costs Amount) in accordance with payment directions notified to the Buyer 2 Business Days prior to the Completion Date.

Period before Completion

distributes or returns any capital to its members;

buys back any of its shares;

pays any dividends or makes any other distributions of its profits or effects any recapitalization, reclassification, stock dividend, stock split or like change in its issued securities;

authorise for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver:

any shares, securities or capital stock of, or other equity or voting interest, in the Company; or

any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either:

any shares, securities or capital stock of, or other equity or voting interest in, the Company; or

any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares, securities or capital stock of, or other equity or voting interest in, that Target Entity;

alters its constitution;

sells, assigns, transfers or otherwise disposes of the Business Intellectual Property or any Business Software;

varies, terminates or fails to renew any of its contracts that are material to the Business or Material Authorisations, except in the ordinary course of business;

enters into any new individual contract or commitment requiring it to pay more than $200,000 per annum for more than 2 years, other than by way of capital expenditure permitted under 4.1(n);

acquires any assets whose aggregate value exceeds $1 million, other than assets acquired by way of capital expenditure permitted under 4.1(n);

engages any new permanent employee or amends the terms of employment of any permanent employee with a total annual remuneration in excess of $200,000, except in accordance with current personnel practices;

grants any severance or termination benefit in excess of $200,000 to any permanent employee, except in accordance with current personnel practices;

terminates or encourages the resignation of any Employee, except in accordance with current personnel practices or for good cause;

cancels any existing insurance policy in the name of or for the benefit of a Target Entity unless a replacement policy has been put in place;

undertakes any capital expenditure other than capital expenditure required in the ordinary and usual course of carrying out its business;

makes any loan to, or enters into any other material transaction with, any of its directors, officers, and employees;

makes any change in its accounting methods, principles or practices, except as required by concurrent changes in Accounting Standards;

cancels any debt owed to or claims held by any Target Entity other than in the ordinary course of business;

prepares, files or amends any Tax return inconsistent with past practice or, on any such Tax return, takes any position, makes any election, or adopts any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax returns in prior periods; or

enters into any Contract or renews any Contract containing, or otherwise subjecting the Buyer to, any non-competition, non-solicitation, exclusivity or other material restrictions on the business of any Target Entity or the Buyer.

(Dividends): that is contemplated by and carried out under the terms of clause 4.4;

(novation of adviser mandates): to novate to the Sellers (or their agent or representative) the benefit of any advisor mandates relating to the transactions contemplated by this agreement;

(emergencies): to reasonably and prudently respond to an emergency or disaster (including a situation giving rise to a risk of personal injury or damage to property);

(legal or contractual obligations): that is necessary for any Target Entity to meet its legal or contractual obligations;

(ordinary course of business): in the ordinary and usual course of carrying out its business; or

(approved actions): that is approved in writing by the Buyer, such approval not to be unreasonably withheld or delayed.

The Sellers warrant to the Buyer that as at the date of this agreement the Target Group had sufficient retained earnings and franking credits available to declare the Special Dividend.

The Sellers agree that:

the amount of the franking credit allocated to the Special Dividend paid by the Company (if any) will be up to the maximum franking credit available; and

the Company has not franked the Special Dividend paid by the Company (if any) such that it would cause the Company's franking account to be in deficit immediately after the dividend is paid.

The Sellers agree that the declaration and payment of any Special Dividend complies with the requirements of section 254T of the Corporations Act.

Subject to clause 4.5(b), during the period between the date of this agreement up to the earlier of Completion and termination of this agreement, the Sellers must ensure that the Buyer is given reasonable access during normal business hours, to the premises and senior management of the Target Entities for the purpose of ensuring a smooth integration of the Target Entities with the Buyer Group following Completion, provided that such access is at all times in the presence of a representative of the Sellers if required by the Sellers.

The Buyer must provide reasonable notice of any request for access pursuant to clause 4.5(a) (being not less than 2 Business Days) and ensure that any persons provided with the access referred to in clause 4.5(a) comply with the reasonable requirements of the Target Entities or any relevant Third Party in respect of the access and do not interfere with the Business or operations of the Target Entities.

Nothing in this clause 4.4 gives the Buyer any rights as to the decision making of the Target Entities prior to Completion.

Termination

if a Target Entity Insolvency Event occurs;

if a Seller Insolvency Event occurs;

a holder of an Encumbrance takes possession of the whole or any substantial part of the undertaking and property of any Target Entity; or

if the Sellers are in breach of any of clauses 4.1(a) to 4.1(g).

each party is released from its obligations to further perform its obligations under this agreement, except those expressed to survive termination;

each party retains the rights it has against the other in respect of any breach of this agreement occurring before termination;

the Buyer must return to the Sellers all documents and other materials obtained from the Sellers in accordance with the terms of the Confidentiality Agreement; and

the rights and obligations of each party under each of the following clauses and schedules will continue independently from the other obligations of the parties and survive termination of this agreement:

clause 1 (Definitions, interpretation and agreement components);

clause 5 (Termination);

clause 16 (Confidentiality and announcements);

clause 17.2(a) (Duties, costs and expenses);

clause 18 (GST); and

clause 23 (General).

Completion

On or before Completion, each party must carry out the Completion Steps referable to it in accordance with Schedule 4.

Completion is taken to have occurred when each party has performed all its obligations under this clause 6 and Schedule 4.

If a party (Defaulting Party) fails to satisfy its obligations under clause 6.2 and Schedule 4 on the day and at the place and time for Completion determined under clause 6.1, then:

the Sellers’ Representatives (where the Defaulting Party is the Buyer); or

the Buyer (where the Defaulting Party is one or more of the Sellers),

If the Defaulting Party fails to satisfy those obligations within those 5 Business Days the Notifying Party may, without limitation to any other rights it may have, terminate this agreement by giving written notice to the Buyer's or Sellers’ Representatives (as applicable).

Subject to clause 6.4(b), the actions to take place as contemplated by this clause 6 and Schedule 4 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:

there is no obligation on any party to undertake or perform any of the other actions;

to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and

the Sellers and the Buyer must each return to the other all documents delivered to them under clause 6.2(a) and Schedule 4 and must each repay to the other all payments received by it under clause 6.2(a) and Schedule 4, without prejudice to any other rights any party may have in respect of that failure.

The Buyer may, in its sole discretion, waive any or all of the actions that the Sellers are required to perform under clause 2.1 of Schedule 4 and the Sellers may, in their sole discretion, waive any or all of the actions that the Buyer is required to perform under clause 2.2 of Schedule 4.

Completion Working Capital Statement

is a positive number, the Buyer must pay the Actual Adjustment Amount to the Sellers in their Respective Proportions, as an adjustment to the Purchase Price in favour of the Sellers;

is a negative number, the Sellers must pay the Actual Adjustment Amount to the Buyer in their Respective Proportions, as an adjustment to the Purchase Price in favour of the Buyer; or

is equal to zero, no adjustment to the Purchase Price will be made under this clause 7.2.

A party required to make a payment to another party under this clause 7 must make the payment in Immediately Available Funds without counter‑claim, deduction or set‑off within 5 Business Days after the finalisation of the Completion Working Capital Statement or Expert’s Report as applicable.

Payment of the Actual Adjustment Amount in accordance with clause 7.2(b) must be made from the Escrow Account, and the parties must instruct the Escrow Agent to make any payment required by clause 7.2(b) from the Escrow Account.

If the funds in the Escrow Account are insufficient to meet any obligation for payment of the Actual Adjustment Amount required under clause 7.2(b), the Sellers are not relieved of their obligation to pay the Actual Adjustment Amount as a result of clause 7.3(b), and must pay the difference between the Actual Adjustment Amount and the amount paid under clause 7.3(b) in accordance with clause 7.3(a).

Escrow Account

the Buyer must deliver to the Sellers and the Escrow Agent a counterpart of the Escrow Agreement duly executed by the Buyer;

the Sellers must deliver to the Buyer and the Escrow Agent a counterpart of the Escrow Agreement duly executed by each Seller; and

the Buyer and the Sellers must procure that the Escrow Agent delivers to the Buyer and the Sellers a counterpart of the Escrow Agreement duly executed by the Escrow Agent and must take all other steps necessary to procure that the Escrow Account is opened.

an amount equal to the lower of:

the amount of all Unresolved Claims then outstanding; and

the Escrow Amount,

the balance, if any, of the Escrow Amount must be released to the Sellers on the date that is 5 Business Days after the Escrow Termination Date and for this purpose the amount payable to each Seller is the aggregate amount to be released from the Escrow Account multiplied by the respective Proportion for that Seller;

if that Unresolved Claim subsequently becomes a Resolved Claim and a payment becomes due to the Buyer in respect of that Resolved Claim, then:

within 5 Business Days after such payment becomes due an amount equal to the lower of that amount and the Escrow Amount must be paid out of the Escrow Account to the Buyer; and

after such payment has been made the provisions of clauses 8.5(a) and 8.5(b) will be applied as if references to the Escrow Termination Date were to the date on which that payment was made; and

if that Unresolved Claim subsequently becomes a Resolved Claim and no payment is due to the Buyer in respect of that Resolved Claim then the provisions of clauses 8.5(a) and 8.5(b) will immediately be applied as if references to the Escrow Termination Date were to the date on which that Unresolved Claim became a Resolved Claim.

Restraint

carry on any Restricted Business as principal or on its own account or as agent for any other person;

have any direct or indirect financial interest in any Restricted Business including as shareholder, member, unit holder, beneficiary, partner, guarantor, lender or financier; or

provide services in relation to any Restricted Business including as director, partner, or employee of, or adviser or consultant to, any person referred to in paragraphs (a) or (b).

approach any person who is at Completion or was at any time during the 2 year period before Completion a customer (including any sub-merchants or persons that receive the benefit of the services supplied by the Company) of a Target Entity for the purpose of obtaining that person as a customer for goods or services of the type provided by a Target Entity at Completion;

induce or encourage any person who was at any time during the 12 month period before Completion an employee of a Target Entity to leave the employment of that Target Entity; or

interfere with the relationship between a Target Entity and any of its customers, employees or suppliers.

on the date that is two years after the Completion Date;

on the date that is one year after the Completion Date;

on the date that is six months after the Completion Date.

Australia and New Zealand; or

the States of Victoria, New South Wales and Queensland.

clauses 9.1, 9.3 and 9.4 have effect together as if they consisted of separate restrictions, each resulting from combining an undertaking in clause 9.1 with a period in clause 9.3 and an area in clause 9.4, and each being severable from each other restriction;

clauses 9.2 and 9.3 have effect together as if they consisted of separate restrictions, each resulting from combining an undertaking in clause 9.2 with a period in clause 9.3 and each being severable from each other restriction; and

if any of those restrictions is invalid or otherwise unenforceable for any reason, the invalidity or unenforceability does not affect the validity or enforceability of any of the other restrictions.

holding securities in any listed corporation or unit trust which in aggregate carry not more than 5% of the votes which could be cast at a general meeting of that corporation or a meeting of holders of units in that unit trust; or

advertising employment vacancies in any newspaper, website or other publication or through a recruitment agency (except where the recruitment agency targets employees of any Target Entity) and interviewing and negotiating with any person responding to such advertisement.

without limiting the relief that the Buyer is entitled to seek, the Buyer may seek an injunction if a Seller is in breach or threatens to breach, or if the Buyer reasonably believes that a Seller will breach the provisions of this clause 9; and

no Seller will make any submission or contention in any proceeding at which the Buyer seeks an injunction in relation to any breach, or any alleged, threatened or apprehended breach, of this

Warranties and Indemnities

each of the Sellers severally warrants to the Buyer, in respect of itself and the Shares held by it only, that each of the Seller Title and Capacity Warranties is true and accurate on its terms on the date of this agreement and immediately before Completion; and

the Sellers jointly and severally warrant to the Buyer that each of the Group Warranties is true and accurate on:

in respect of each Group Warranty that is expressed to be given on a particular date, that date; and

in respect of each other Group Warranty, the date of this agreement and immediately before Completion.

each Seller gives each Seller Title and Capacity Warranty in respect of that Seller only and not any other Sellers;

no Seller is liable for any Claim arising out of a breach by another Seller of any Seller Title and Capacity Warranty; and

the Sellers are jointly and severally liable for any Claim made in relation to the Tax Indemnity up to an amount equal to the Escrow Amount and thereafter only in their Respective Proportions.

The Sellers indemnify the Buyer against, and must pay the Buyer the amount of, any:

Tax payable by a Target Entity as a result of a Tax Demand to the extent that Tax relates to any period, or part period, up to Completion less any Tax Benefit for the relevant Target Entity that results from the Tax Demand; and

Tax Costs incurred by or on behalf of a Target Entity to the extent those Tax Costs arise from or relate to any of the matters for which the Sellers may be liable under clause 10.6(a)(1), less any Tax Benefit for the relevant Target Entity that results from those Tax Costs.

the indemnity in clause 10.6(a) is not affected by any of the Warranties set out in Section 14 of Schedule 2 and to the extent that there is any inconsistency between those Warranties and the indemnity in clause 10.6(a), the indemnity prevails.

following payment by the Sellers of an amount under clause 10.6 for a Tax Claim, all or part of the Tax Claim amount is refunded either in cash or by credit to the Buyer, a Buyer Group Member or a Target Entity (including, but not limited to, any amount or credit received following a successful objection or appeal); or

the Buyer, a Buyer Group Member or a Target Entity receives a refund (other than the Tax Refund) either in cash or by credit which relates to an act or omission of, or occurrence affecting, a Target Entity before the Completion Date,

in the case of 10.7(b), an amount equal to so much of the refund to the extent that it has not been taken into account in clause 10.6: and

an amount equal to any interest paid or credited to a Target Entity which is referable to the amount referred to in this clause 10.7.

Qualifications and limitations on Claims

The Buyer acknowledges and agrees that the Sellers have disclosed or are deemed to have disclosed against the Warranties, and the Buyer is aware of and will be treated as having actual knowledge of, all facts, matters and circumstances that:

are provided for or described in this agreement;

are fairly disclosed in the information contained in the Disclosure Materials;

as at 10 Business Days prior to the date of this agreement, are or would be disclosed by a search against the names of the Target Entities of the records available for public inspection maintained by:

ASIC at www.asic.gov.au;

Companies House (United Kingdom) at www.companieshouse.gov.uk;

Companies Office (New Zealand) at http://www.business.govt.nz/companies;

the High Court, Federal Court, the Supreme Courts of any Australian State or Territory;

Land and Property Information, New South Wales; the Victoria Land Registry, Victoria; the Queensland Land Registry, Queensland;

IP Australia on the following databases:

for trade marks ("ATMOSS"): http://pericles.ipaustralia.gov.au/atmoss/falcon.application_start;

for patents ("AusPat"): http://www.ipaustralia.gov.au/auspat/index.htm; and

for designs ("ADDS"): http://pericles.ipaustralia.gov.au/adds2/adds.adds_simple_search.paint_simple_search.

The Group Warranties are given subject to the disclosures described in clause 11.1(a). The Sellers will have no liability under the Group Warranties to the extent that disclosure is made against the Warranties under this clause 11.1.

The Buyer must not make a Claim, and the Sellers will not be in breach of a Group Warranty, if the facts, matters or circumstances giving rise to such Claim are disclosed under clause 11.1(a).

This clause 11.1 does not apply to the Seller Title and Capacity Warranties.

The Buyer acknowledges and agrees that none of the Seller Group, the Sellers’ Representatives nor any Seller Group Representative or Adviser:

accepts any duty of care in relation to the Buyer in respect of any disclosure or the provision of any information; nor

to the maximum extent permitted by law, is liable to the Buyer other than under this agreement if, for whatever reason, any disclosure or information is or becomes inaccurate, incomplete or misleading in any way.

For the purpose of and in relation to or in connection with clause 11.10, the Buyer and the Buyer’s Guarantor acknowledge to the Sellers that:

at no time has any Seller Group Member or any person on any of their behalf, made or given and no Buyer Group Member has relied on, any representation, warranty, promise or undertaking in respect of the future financial performance or prospects of the Target Entities, except those expressly set out in this agreement (including in the Warranties) and in any event, without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement, the only rights or remedies in relation to any representation, warranty, assurance, covenant, indemnity, undertaking or commitment given or action taken in connection with this agreement are those pursuant to this agreement and no party has any other right or remedy (whether by way of a claim for contribution or otherwise) in tort (including negligence) or for misrepresentation (whether negligent or otherwise, and whether made prior to, or in, this agreement);

they have not relied on anything other than the warranties given and the statements made in this agreement (including the Warranties) in agreeing to buy the Shares and, in particular, no representations, warranties, promises, undertakings, statements or conduct have:

induced or influenced the Buyer or the Buyer’s Guarantor to enter into, or agree to any terms or conditions of, this agreement;

been relied on in any way as being accurate by a Buyer Group Member or the Buyer’s Guarantor;

been warranted to a Buyer Group Member as being true; or

been taken into account by the Buyer or the Buyer’s Guarantor as being important to its decision to enter into, or agree to any or all of the terms of, this agreement,

they have entered into this agreement after satisfactory inspection and investigation of the affairs of the Target Entities, including a review of the Disclosure Materials;

they have made, and they rely upon, their own searches, investigations, enquiries and evaluations in respect of the Target Entities and the Business and their own evaluation of the Disclosure Materials;

they have had the benefit of independent legal, tax and accounting advice relating to the proposed purchase of the Shares by the Buyer and the terms of this agreement;

no Seller Group Member nor any Seller Group Representative or Adviser are under any obligation to provide any Buyer Group Member or its representatives or advisers with any information on the future financial performance or prospects of the Target Entities;

none of the Sellers has made any warranty (including in the Warranties) as to the accuracy of any forecast, model, budget estimate, projection, business plan, statement of opinion or statement of intention (Forward-looking Information) provided to the Buyer, the Buyer’s Guarantor or their representatives or advisers before the date of this agreement;

they are not entering into this agreement in reliance on, and they may not rely on, any Forward-looking Information or any warranty, representation or other statement made or purporting to be made by or on behalf of any of the Sellers, other than the Warranties; and

no Seller Group Member nor any Seller Group Representative or Adviser is liable under any Claim arising out of or relating to any Forward-looking Information.

The acknowledgments in clause 11.4(a) are not intended and must not be construed as qualifying the subject matter of the Warranties.

The Buyer acknowledges that the Sellers’ have agreed to sell the Shares and enter into this agreement relying on the representations in this clause 11.4 and would not be prepared to sell the Shares on any other basis.

The Sellers are not liable under a Claim (other than a Claim under clause 7, arising under a Seller Title and Capacity Warranty or a Tax Claim) unless the amount finally agreed or adjudicated to be payable:

in respect of that Claim exceeds $400,000; and

either alone or together with the amount finally agreed or adjudicated to be payable in respect of other Claims that satisfy clause 11.5(a)(1) exceeds $2 million,

The maximum amount that the Sellers (in aggregate) are required to pay in respect of all Claims (other than a Claim arising under clause 7.3(c), a Seller Title and Capacity Warranty or a Tax Claim) whenever made is limited to the Escrow Amount;

The maximum amount that the Sellers (in aggregate) are required to pay in respect of all Claims arising under a Seller Title and Capacity Warranties or a Tax Claim is the Headline Purchase Price; and

For the purposes of clause 11.5(a)(1):

Claims arising out of separate sets of facts, matters or circumstances will not be treated as one Claim, even if each set of facts, matters or circumstances may be a breach of the same Warranty; and

Claims of the same or similar nature arising out of the same or similar facts, matters and circumstances will be treated as one Claim.

the Buyer does not notify the Sellers’ Representatives of the Claim in accordance with clause 13.1(a) before:

5 years and 6 months after Completion in the case of a Tax Claim; or

18 months after Completion in all other cases; and

within 6 months (or such longer period as may be agreed) of the date the Buyer notifies the Sellers’ Representatives of the Claim under clause 13.1(a):

the Claim has not been agreed, compromised or settled; or

the Buyer has not properly issued and validly served legal proceedings against the Sellers in respect of the Claim.

the Target Entities have ceased to be Controlled (either directly or indirectly), or the Target Entity in respect of which the Claim arises has ceased to be Controlled (either directly or indirectly), by either the Buyer or the Buyer’s Guarantor (or both); or

all or a majority of the Business, or of the assets of the Target Entity in respect of which the Claim arises, has or have ceased to be owned by either the Buyer or the Buyer’s Guarantor (or both),

as a result of a control transaction in relation to or a change in control of the Buyer’s Ultimate Holding Company; or

a restructure of the Buyer Group which does not result in a change to the Buyer’s Ultimate Holding Company.

The Sellers are not liable under a Claim arising from a breach of Warranty or under an Indemnity for any Loss that a Buyer Group Member or a Target Entity has recovered under any means, from another source whether by way of contract, indemnity or otherwise (including under a policy of insurance or from a Governmental Agency) in respect of any fact, matter or circumstance giving rise to that Claim.

If, after the Seller has made a payment in respect of a Claim arising from a breach of Warranty, a Buyer Group Member or a Target Entity recovers or is compensated for by any other means, any Loss that gave rise to the Claim, the Buyer must immediately pay to the Seller as an increase in the Purchase Price, the lesser of:

the amount of the Loss that was recovered or compensated for; and

the amount paid by the Seller in respect of the Claim.

The Buyer and the Buyer’s Guarantor acknowledge and agree that to the maximum extent permitted by law, the Buyer and the Buyer’s Guarantor agree not to make and waive any right they may have to make any Claim against any Seller under any provision of Part 7.10 of the Corporations Act, the Competition and Consumer Act 2010 (Cth) (including sections 18, 20, 21, 22 and 29 of Schedule 2 (Australian Consumer Law) of that Act), Part 2 Division 2 of the Australian Securities and Investments Commission Act 2001 (Cth) or any similar provisions in the legislation of any State or Territory or the Commonwealth of Australia.

To the maximum extent permitted by law, each of the parties undertake to each other party and to any person who was at the date of this agreement a current or former director, officer or employee of any Seller, of any Seller Group Member or of any Target Entity (each such person an Officer) that neither it nor any of its Affiliates will at any time make any Claim or Demand against any Officer in respect of any matter arising in connection with this agreement or any transaction contemplated by this agreement, including in respect of any breach of Warranty or any Claim under an Indemnity, provided that this clause does not prevent a Claim or Demand which relates solely to conduct of the relevant Officer which amounts to fraud.

(provisions in Accounts): has been included as (or otherwise taken account of or reflected in) a provision, allowance, reserve or accrual in the Accounts or the Completion Working Capital Statement;

(pre Completion actions): arises from an act or omission by or on behalf of a Seller Group Member or a Target Entity before Completion that was done or made:

with the written consent of the Buyer; or

at the written direction or instruction of the Buyer;

(post Completion conduct): arises from, or is increased as a result of, anything done or not done after Completion by or on behalf of a Buyer Group Member or a Target Entity other than:

to satisfy an obligation of the Buyer under this agreement; or

to satisfy an obligation under any legislation, regulations or judicial or governmental requirement in force as at Completion;

(promoted claims): arises from a Third Party Claim that is attributable to anything done or not done after Completion by or on behalf of a Buyer Group Member or a Target Entity that caused the Third Party Claim to be made;

(breach of law or contract): could only have been avoided by a Seller Group Member breaching its obligations at law or under this agreement;

(change of law or interpretation): arises from:

the enactment or amendment of any legislation or regulations;

a change in the judicial or administrative interpretation of the law; or

a change in the practice or policy of any Governmental Agency,

(consequential loss):

subject to (2), is punitive damages (whether direct or indirect), special, loss or damage, indirect loss or damage or consequential loss or damage including loss of profits;

the following losses are direct Losses (not indirect or consequential losses) in respect of which the Buyer is entitled to recover:

loss of profits of the Target Group;

diminution in the value of the assets of the Target Group (including goodwill); and

diminution in the value of the Business,

(change in accounting policy): would not have arisen but for a change after Completion in any accounting policy or practice of a Buyer Group Member or a Target Entity that applied before Completion, except as required to comply with change in the law or the Accounting Standards after Completion;

(mitigation): arises from, or to the extent it is increased as a result of, a failure by the Buyer or any of its Related Entities to take reasonable steps to mitigate that Loss;

(remediable loss): is remediable, provided it is remedied to the satisfaction of the Buyer, acting reasonably, within 30 Business Days after the Sellers’ Representatives receive written notice of the Claim in accordance with clause 13.1(a); or

(compliance) arises from or is increased by the Buyer’s failure to comply in any material respect with clause 13 in respect of a Claim.

If:

an accrual, allowance, provision or reserve in the Completion Working Capital Statement in respect of a Tax exceeds the actual liability in respect of that Tax and that liability has been finally satisfied;

an entitlement to any Tax Relief that is shown as an asset in the Completion Working Capital Statement is understated and the amount of the understatement has been actually received by a Target Entity; or

an entitlement to any Tax Relief relating to any period prior to Completion that is not shown as an asset in the Completion Working Capital Statement is received after Completion,

The Sellers are not liable under a Claim (including a Tax Claim) for any Loss or amount described below:

(inconsistent position): Loss that arises from a Target Entity taking a position (including in any Tax return, Tax statement or accounts) in relation to the application of a Tax Law that is inconsistent with the position taken by that Target Entity before Completion (including any position adopted in relation to the preparation of any Pre Completion Returns), unless the Target Entity is required to adopt an inconsistent position to comply with a Tax Law but excluding any changes in Tax Law after the date of this agreement; or

(failure to take action): Loss that arises from a Target Entity’s failure to take any action after Completion required by any applicable Tax Law in relation to any Tax.

No Tax Claim may be made in respect of any Duty to which any Target Entity is, or becomes liable to pay, as a consequence of the execution, delivery and performance of this agreement, any agreement or document entered into or signed under any such agreement, including any acquisition statement or similar document required to be executed by any Governmental Agency.

It is the intention of the parties that the Buyer Group’s sole remedies in connection with the Sale will be as set out in this agreement.

None of the Sellers has any liability to a Buyer Group Member or a Target Entity under a Claim unless the Claim may be made under the terms of this agreement or arises out of a statutory right or other claim that cannot be excluded by contract.

The Buyer must not, and must procure that each Target Entity, Buyer Group Members and other Affiliates do not, make a Claim of the kind referred to in clause 11.14(b) that the Buyer would not be entitled to make under this agreement or that is otherwise inconsistent with the Buyer’s entitlement to make a Claim under this agreement and the Buyer acknowledges that to do so would be to seek to circumvent the parties’ intention expressed in clause 11.13.

Any payment made by any of the Sellers to a Buyer Group Member or a Target Entity in respect of any Claim will be in reduction of the Purchase Price.

Any payment (including a reimbursement) made by a Buyer Group Member or a Target Entity to any Seller in respect of any Claim will be an increase in the Purchase Price.

Trustee limitation of liability

Procedures for dealing with Claims

(Actual Claims): The Buyer must promptly notify the Sellers’ Representatives if:

it decides to make a Claim against any of the Sellers that either alone or together with other Claims against the Sellers exceeds any applicable thresholds set out in clause 11.5(a) (if applicable); or

a Third Party Claim or Tax Demand is made that may give rise to a Claim against any Seller or which will or may affect the Completion Working Capital Statement.

(Details required): The Buyer must include in each notice given under clause 13.1(a) all relevant details (including the amount) then known to a Buyer Group Member or a Target Entity of:

the Claim and if applicable, any other Claims that together with the Claim give rise to any applicable thresholds in clause 11.5(a) being exceeded;

if applicable, the Third Party Claim or Tax Demand; and

reasonable details of the facts, matters or circumstances giving rise to the Claim.

(Extracts): The Buyer must also include in each notice given under clause 13.1(a) or 13.1(b) an extract of:

any part of a Demand (including a Tax Demand) that identifies the liability or amount to which the Claim relates or other evidence of the amount of the Demand to which the Claim relates; and

if available or relevant, any corresponding part of any adjustment sheet or other explanatory material issued by a Governmental Agency that specifies the basis for the Demand to which the Claim relates or other evidence of that basis,

(Demands): The Buyer must provide a copy of any document referred to in clause 13.2 to the Sellers’ Representatives as soon as practicable of receipt of that document by a Buyer Group Member or a Target Entity.

(Developments): The Buyer must also, on an on‑going basis, keep the Sellers’ Representatives informed of all developments in relation to the Claim notified under clause 13.1(a) or 13.1(b).

(Compliance): If the Buyer does not fully comply with this clause 13 in respect of a Claim, the Sellers are not liable under the Claim to the extent that the non-compliance has increased the amount of the Claim.

(No admission): The Buyer must not, and must ensure that each Target Entity and Buyer Group Member does not:

accept, compromise or pay;

agree to arbitrate, compromise or settle; or

make any admission or take any action in relation to,

(Defence of claim): Following receipt by the Sellers’ Representatives of a notice under clause 13.1(a) in respect of a Claim that arises from a Third Party Claim, the Sellers’ Representatives (on behalf of the Sellers) may, by giving written notice to the Buyer, assume the conduct of the defence of the Third Party Claim other than where the matter that is the subject of the Third Party Claim may (in the opinion of the Buyer acting reasonably) materially damage the reputation of the Buyer or the Target Entities.

(Sellers’ assume conduct): If the Sellers’ Representatives advise the Buyer that the Sellers’ wish to assume the conduct of the defence of the Third Party Claim under clause 13.2(b), then:

(access) the Buyer must provide, and must procure that each Buyer Group Member and Target Entity provides, the Sellers’ Representatives with all reasonable assistance requested by them in relation to the Third Party Claim, including providing access to witnesses and documentary or other evidence relevant to the Third Party Claim, allowing it and its legal and tax advisers to inspect and take copies of all relevant books, records, files and documents, and providing it with reasonable access to the personnel, premises and chattels of the Buyer Group Members and the Target Entities; and

(actions) provided that the Sellers provide the Buyer with an indemnity in relation to all Loss that may result from such action, the Buyer must promptly take, and must procure that each Buyer Group Member and Target Entity promptly takes, all action reasonably requested by the Sellers’ Representatives to avoid, contest, compromise or defend the Third Party Claim other than where the matter that is the subject of the Claim may (in the opinion of the Buyer acting reasonably) materially damage the reputation of the Buyer or the Target or the Target Entities.

(Conduct of claim by Sellers): If the Sellers’ assume the conduct of the defence of a Third Party Claim, in conducting any proceedings or actions in respect of that Third Party Claim the Sellers’ Representatives must:

act in good faith;

liaise with the Buyer in relation to the defence of the Third Party Claim;

provide the Buyer with copies of any notice, correspondence or other document relating to the Third Party Claim; and

act reasonably in all the circumstances, including having regard to the likelihood of success and the effect of the proceedings or actions on the goodwill or reputation of the business of the Buyer.

(Buyer assumes conduct): If the Sellers’ Representatives advise the Buyer that the Sellers do not wish to assume the conduct of the defence of the Third Party Claim or the Buyer assumes the conduct of the claim in accordance with clause 13.2(b) or 13.2(c)(2), then the Buyer must procure that any Buyer Group Member or Target Entity that is conducting any proceedings or actions in respect of that Third Party Claim:

acts in good faith;

liaises with the Sellers’ Representatives in relation to the defence of the Third Party Claim;

provides the Sellers’ Representatives copies of any notice, correspondence or other document relating to the Third Party Claim; and

acts reasonably in all the circumstances, including, having regard to the likelihood of success and the effect of the proceedings or actions on the goodwill or reputation of any Seller Group Members or any business of the Seller Group.

(Restrictions on access): nothing in clause 13.2(c)(1) requires the Buyer to allow the Sellers to have access to anything that:

is the subject of legal professional privilege; or

has been prepared for the purpose of, or in contemplation of, the Buyer making a Claim against the Sellers under this agreement.

(Payment if not contesting a Tax Demand): If the Sellers’ Representatives do not advise the Buyer that the Sellers’ Representatives wish to contest the Tax Demand then the amount of the Tax Demand will be paid to the Buyer from the Escrow Account (as a reduction in the Purchase Price) the amount notified by the Buyer by the later of:

2 Business Days before the due date for payment to the Governmental Agency; or

10 Business Days after receipt of the notice given by the Buyer under clause 13.1.

(Contesting a Tax Demand): Following receipt of a notice under clause 13.1 in respect of a Claim that arises from or involves a Tax Demand, the Sellers’ Representatives may, by written notice to the Buyer no later than 5 Business Days before the due date for payment of the relevant Tax, advise the Buyer that it wishes to contest the Tax Demand.

(Procedure for contesting a Tax Demand): If the Sellers’ Representatives advise the Buyer that it wishes to contest the Tax the subject of the Tax Demand then:

(Payment of Tax) the Sellers must pay the Buyer in their Respective proportions, in Immediately Available Funds and as a reduction in the Purchase Price, so much of the Tax as is required by the relevant Governmental Agency to be paid while any action is being taken under this clause 13.3 by the date that is the later of 2 Business Days before the due date for payment to the Governmental Agency and 10 Business Days after receipt of the notice given by the Buyer under clause 13.1; and

(Objection to Tax Demand or Disputing Action) at the written request of the Sellers’ Representatives, the Buyer must take, or procure that the person required to pay the Tax (Tax Payor) takes such Disputing Action in a timely manner in relation to the Tax Demand as the Sellers’ Representatives may reasonably require. The Buyer will not be required to take any Disputing Action under this clause 13.3(c)(2) unless the grounds of the objection are considered to have a reasonable chance of success, set out in an opinion from reputable tax practitioner (acceptable to the Buyer) provided to the Buyer as soon as is reasonably practicable.

(Conduct of proceedings by the Sellers): If the Sellers’ Representatives contest the Tax the subject of a Tax Demand then the Buyer must follow, and must procure that each Buyer Group Member and Target Entity follows, all reasonable directions of the Sellers’ Representatives relating to the conduct of any Disputing Action referred to in clause 13.3(c) and in this clause 13.3(d), including using professional advisers nominated by the Sellers’ Representatives. In making such directions, the Sellers’ Representatives must:

act in good faith;

liaise with the Buyer in relation to the conduct of any Disputing Action referred to in clause 13.3(c) and this clause 13.3(d);

provide the Buyer with reasonable access to a copy of any notice, correspondence of other document relating to that Disputing Action;

act reasonably in all circumstances, including, having regard to the likelihood of success and the effect of the directions in the goodwill or reputation of the Business or any party to this agreement.

(Access): The Buyer must provide, and must procure that each Buyer Group Member and Target Entity provides, the Sellers’ Representatives with all reasonable assistance requested by it in relation to the Tax Demand and the Disputing Action contemplated by clause 13.3(c) and clause 13.3(d) including providing, at the Sellers’ cost, access to witnesses and documentary or other evidence relevant to the Tax Demand or the Disputing Action, allowing it and its legal and tax advisers to inspect and take copies of all relevant books, records, files and documents, and providing it with reasonable access to the personnel, premises and chattels of the Buyer Group Members and the Target Entities for the sole purpose of obtaining information in relation to the Tax Demand or Disputing Action.

Buyer Warranties

Period after Completion

From Completion until the Shares are registered in the name of the Buyer, each Seller must:

appoint the Buyer as its sole proxy in respect of its Shares to attend shareholders’ meetings and exercise the votes attaching to those Shares;

not attend and vote at any shareholders’ meetings; and

take all other actions in the capacity of a registered holder of the Shares as the Buyer directs.

The Buyer indemnifies each of the Sellers against all Loss suffered or incurred by it arising out of the implementation of any action taken in accordance with the proxy referred to in clause 15.1(a).

The Buyer must procure that all Business Records are preserved in respect of the period ending on the Completion Date until the later of:

6 years from the Completion Date; and

any date required by an applicable law.

After Completion the Buyer must, on reasonable notice from the Sellers’ Representatives:

provide the Sellers and their advisers with reasonable access to the Business Records and allow the Sellers to inspect and obtain copies or certified copies of the Business Records; and

provide the Sellers and their advisers with reasonable access to the personnel and premises of the Buyer Group Members and the Target Entities,

The Sellers must reimburse the Buyer for its reasonable costs in retrieving any Business Records and making personnel and premises available under this clause 15.2.

The Buyer is not obliged to waive legal professional privilege. The Sellers must comply with any reasonable steps requested by the Buyer to preserve confidentiality.

The Buyer agrees that each of the Sellers may retain copies of any Business Records that they may require to enable them to comply with any applicable law after the Completion Date.

The Sellers and the Buyer agree that the Buyer or its duly authorised agent will prepare or procure the preparation of any Tax return for each Target Entity for any Tax period:

ending on or prior to the Completion Date (Pre Completion Period); and

that starts prior to Completion and ends after the Completion Date (Straddle Period),

The Sellers must provide the Buyer with such reasonable assistance as is required by the Buyer and each Target Entity or its duly authorised agent to prepare any Tax return for any Pre Completion Period or Straddle Period.

In preparing a Tax return for a Pre Completion Period or Straddle Period:

the Buyer must, no later than 10 Business Days prior to the due date for lodgement for a Business Activity Statement and no later than 30 Business Days prior to the due date for lodgement for any other Tax return, provide the Sellers with a copy of the Tax return and supporting calculations for the Sellers' review and comment;

if any Sellers object to any item in a relevant Tax return, the Sellers must notify the Buyer of the objection no later than 5 Business Days prior to the due date for lodgement for a Business Activity Statement and no later than 10 Business Days prior to lodgement for any other Tax return and the parties must attempt in good faith to resolve the dispute; and

if the parties cannot resolve the dispute by agreement by the due date for lodgement of the Tax return:

the Buyer will (or will cause the relevant Target Entity to) lodge the Tax return as prepared by the due date for lodgement;

the Buyer and the Sellers must appoint an independent expert to resolve the dispute under clause 15.4(d); and

if required as a result of the independent expert's determination, the Buyer will (or will cause the relevant Target Entity to) make, file, lodge or submit an amended Tax return (or otherwise request an amendment of an assessment or propose an adjustment to a Tax return or Tax assessment) which reflects the resolution of the disputed items.

If the Buyer and the Sellers are required to appoint an independent expert under this clause 15.3, then:

they must as soon as practicable appoint an independent expert to determine the proper amounts for the items remaining in dispute, being such person as is agreed by the Buyer and the Sellers, or, if they cannot agree on the identity of the expert within 5 Business Days, such person as is nominated by the Institute of Arbitrators and Mediators Australia as an appropriate Tax expert to resolve the dispute, on the request of either the Buyer or the Sellers;

the expert must determine the proper amounts for the items in dispute by applying the usual tax accounting practices of the Target Entities as applied in the period prior to Completion;

in reaching its determination, the expert may ask for submissions from the parties and may make its own investigations, as the expert sees fit. Copies of all submissions and details of any investigations must be provided to the Buyer and Sellers;

the expert’s determination is, in the absence of manifest error, final and binding on the parties and a party must not commence court proceedings or arbitration in relation to the dispute; and

the expert’s costs and expenses in connection with the dispute resolution proceedings will be borne by the parties in the manner determined by the expert (and the parties must request that determination) and in the absence of such a determination will be borne by the Sellers and the Buyer equally.

The Buyer will (or will cause the relevant Target Entity to):

prepare and submit Tax returns, elections, surrenders, disclaimers, notices and consents on behalf of the Target Entity for the Pre Completion Period and the Straddle Period;

deal with all Tax matters which affect a Target Entity (including the conduct of negotiations and correspondence and agreements with the relevant Governmental Agency) in respect of the Pre Completion Period and the Straddle Period; and

provide the Sellers with a copy of such Tax returns as filed as soon as reasonably practicable,