Dated 20 November 2014

HPI Holdings Limited, a company registered in England and Wales under number 06765994, whose registered office is at Dolphin House, New Street, Salisbury, Wiltshire, SP1 2PH (the “Purchaser”); and

the individuals whose names and addresses are set out in Schedule 1 hereto (together, the “Warrantors” and, each, a “Warrantor”).

Each of the Warrantors is, at the date of this Deed, the beneficial owner and registered holder of certain of the Shares.

Each of the Warrantors has agreed to give the warranties set out in this Deed in connection with the sale of the Shares, in each case subject to the limitations and other terms set out herein.

Words and expressions defined in clause 1 of the Sale and Purchase Agreement shall (unless defined in this Deed) have the same meanings in this Deed.

In this Deed, unless the context otherwise requires:

premises known as the office suites on the 2nd Floor West, 4th Floor, Basement Store 4, Basement Store 9 and Basement Store 11 Capitol House, Bond Court Leeds; and

Unit 3 Echo Business Park, Sheet Road, Ludlow,

In this Deed unless the context otherwise requires:

In interpreting this Deed, should there be any conflict between the provisions of the Sale and Purchase Agreement and this Deed, the provisions of this Deed will take precedence over the conflicting provisions of the Sale and Purchase Agreement.

Each Warrantor individually and severally (and therefore not jointly) warrants to the Purchaser in the terms of the Warranties as at the date hereof.  

Each of the Warranties is given subject to:

any fact, event, circumstance or matter Disclosed; and

any limitations, exceptions or exclusions expressly provided for in this Deed (including those set out in Schedule 3).

Unless otherwise specified, where any Warranty refers to the Warrantors’ knowledge, awareness or belief (or similar expression including "so far as the Warrantors are aware"), such Warranty shall be deemed to be made in respect of each Warrantor subject to the knowledge and belief of such Warrantor, which knowledge and belief shall be interpreted to mean only those facts, matters and circumstances of which such Warrantor is actually aware (which, for the avoidance of doubt, shall exclude any implied or constructive awareness) at the date of this Deed, having made due and proper enquiry of the other Warrantors and William Porter, Victoria Idle and Ross Caldwell.

Each of the Warranties shall be construed as separate and independent and (unless expressly provided to the contrary) shall not be limited by the terms of or by reference to any of the other Warranties.

Except in the case of fraud, the Purchaser acknowledges that it does not rely on and has not been induced to enter into this Deed or any of the Transaction Documents on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever made by or on behalf of any of the Warrantors, other than the Warranties and the other provisions of this Deed and the other Transaction Documents and acknowledges that none of the Warrantors have given any such warranties, representations, covenants, undertakings, indemnities or other statements.

None of the parties may assign, grant any security interest over, hold on trust or otherwise transfer any of their rights under this Deed without the prior consent in writing of the other party.

Notwithstanding Clause 3.1:

Subject to clauses 3.1 and 3.2, this Deed will be binding upon and enure for the benefit of and be enforceable by the successors in title and permitted assigns of each of the parties and references to the parties will be construed accordingly.

Any notice or other communication in connection with this Deed (each, a “Notice”) shall be:

For the purposes of this Clause 7, the authorised address of:

A Notice shall be effective upon receipt and shall be deemed to have been received:

The Warrantors hereby appoint Ian Rendle as their representative (the “Warrantors’ Representative”) who may authorise the making of any request, election, proposal or consent expressed to be made on behalf of the Warrantors to the Purchaser. The Purchaser shall be entitled at its sole discretion to have regard only to, and to rely absolutely upon and act in accordance with, without any liability to any party for having relied or acted thereon, notices, including requests, elections or proposals, issued by the Warrantors’ Representative. Service of any notice or other communication on the Warrantors’ Representative shall be deemed to constitute valid service thereof on all the Warrantors. The Warrantors may by unanimous decision appoint one or more replacement Warrantors’ Representatives, provided that ten Business Days’ prior written notice of such appointment has been given to the Purchaser. The Warrantors' Representative shall not be liable to any of the Warrantors for any claims whatsoever arising from any act or omission undertaken by him in his capacity as the Warrantors' Representative, save in the case of fraud or wilful default.

If any provision in this Deed shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 8.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Deed and the legality, validity and enforceability of the remainder of this Deed shall, subject to any deletion or modification made under Clause 8.1, not be affected.

The Purchaser may release or compromise the liability of any of the Warrantors hereunder or grant to any Warrantor time or other indulgence without affecting the liability of any other Warrantor hereunder.

Any waiver of a breach of any of the terms of this Deed or of any default hereunder shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other terms of this Deed.

Notwithstanding any provision in this Deed to the contrary, any and all obligations of the Warrantors under this Deed are several and each Warrantor shall only be responsible for fulfilling its own obligations hereunder and shall not be liable or responsible for the failure of any party to fulfil its respective obligations.

Except as otherwise expressly provided in this Deed or expressly agreed by the parties in writing, no failure to exercise and no delay on the part of any party in exercising any right, remedy, power or privilege of that party under this Deed and no course of dealing between the parties shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies provided by this Deed are cumulative and are not exclusive of any rights or remedies provided by law.

This Deed may be varied only by a document signed by the Purchaser and by the Warrantors’ Representative on behalf of the Warrantors.

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

Each of the parties irrevocably agrees that the courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Deed and that accordingly any proceedings arising out of or in connection with this Deed shall be brought in such courts.

Each of the parties hereto agrees that in the event of any action between any of the parties hereto being commenced in respect of this Deed or any matters arising under it, the process by which it is commenced, (where consistent with the applicable court rules) may be served on them in accordance with Clause 7.

Since the Locked Box Date:

The information set out in Schedule 4 (The Company and the Subsidiaries) is true, accurate and not misleading in all respects.

The Shares listed in Schedule 1 to the Sale and Purchase Agreement comprise all the debt and equity securities in issue in the capital of the Company.

Save in each case for any Encumbrances which are to be discharged on or prior to Closing, there is no option, right of pre-emption, right or obligation to acquire, redeem or convert or Encumbrance on, over or affecting the share capital (whether issued or unissued and whether or not authorised capital) of any Group Company and neither the Warrantors nor any Group Company has agreed to give or create any of the foregoing and no person has claimed to be entitled to any of the foregoing.

No Group Company has redeemed or purchased or agreed to redeem or purchase any of its share capital.

Save in each case for any Encumbrances which are to be discharged on or prior to Closing, the Company directly or indirectly owns free from Encumbrances the whole of the issued share capital of the Subsidiaries.

The Company validly exists under the laws of the country in which it is incorporated and has all requisite corporate powers and authority to own property and carry on its business as presently conducted.

The Company is not the holder or beneficial owner of any shares or securities of any other person (other than the Subsidiaries) and has not agreed to acquire any such shares or securities.

No Group Company has issued any security or instrument in the nature of debt or borrowings to any person (other than another Group Company) other than:

The Data Room contains copies of the following contracts (the "Material Contracts"):

There are no material outstanding liabilities or commitments of any Group Company arising from any arrangements for the acquisition or disposal of any shares, property or other assets, other than in the ordinary course of trading by any Group Company.

No Group Company is in breach of a Material Contract and no notice of termination has been served by any party to a Material Contract in respect of a Material Contract.

The Material Contracts constitute valid, binding and enforceable obligations of the relevant Group Company.

No Group Company is a party to or subject to any contract, transaction, obligation, arrangement or understanding that:

Save for contracts which are normal course of business and which have been sent to customers for signature and acceptance, there is no offer, tender or similar outstanding that is capable of being converted into an obligation of any Group Company by an acceptance or other act of some other person.

No Group Company is or has entered into a legally binding agreement to become a member of any joint venture, consortium, partnership or unincorporated association (other than a recognised trade association in relation to which that Group Company has no liability or obligation other than to pay annual subscription or membership fees).

No Group Company has given a power of attorney or any other authority (express, implied or ostensible) to any person to enter into any contract or commitment or to do anything on its behalf that is still outstanding or effective, other than to appropriate employees.

Neither entering into, nor compliance with, nor completion of the Sale and Purchase Agreement will, or is likely to result in a material breach of, or give any third party a right to terminate or vary, or result in any Encumbrance under, any contract or arrangement to which any Group Company is a party which is material to the business of the Group.

Except for any guarantee or warranty implied by law or contained in its standard terms of business, no Group Company has given any guarantee, indemnity or warranty, or made any representation, in respect of goods or services supplied or contracted to be supplied by it, nor accepted any liability or obligation that would apply after the supply of such goods or services.

All the assets owned or otherwise used by each Group Company in the course of its business, except for current assets acquired since the Accounts Date in the normal course of trading, are included in the Accounts.

All assets included in the Accounts and all assets acquired by any Group Company or otherwise arising since the Accounts Date (other than any assets disposed of or realised in the normal course of trading):

Where any asset referred to in paragraph 5.1 with a value of more than £50,000 is the subject of any agreement for lease, hire or hire purchase, factoring arrangement, conditional sale or credit agreement, complete and accurate details of such agreements or arrangements are set out in the Data Room, and there has been no default in the performance or observance of any provisions of such agreements or arrangements.

Each Group Company has conducted its business in all material respects in accordance with all applicable laws and regulations (including all financial conduct and prudential regulation to which the relevant Group Company is subject) and there is no order, decree or judgment of any court or any governmental agency outstanding against any Group Company.

All necessary licences, registrations, consents, permits and authorisations (public and private) have been obtained by each Group Company to enable it to carry on its business in the places and in the manner in which such business is now carried on and all such material licences, registrations, consents, permits and authorisations are valid and subsisting.

Save as claimant in proceedings for the collection of debts arising in the ordinary course of its business:

No Group Company, and to the best of the Warrantors' knowledge, no director, officer, employee, consultant, agent or other person associated with any Group Company, has engaged at any time in any activity, practice or conduct which would constitute an offence under the OECD Anti-Bribery Convention or similar applicable legislation in England and Wales, including the Bribery Act 2010 (together, the "Anti-Corruption Laws").

No Group Company, and to the best of the Warrantors' knowledge, no director, officer, employee, consultant, agent or other person associated with a Group Company is currently subject to, or has engaged in any activity or conduct that has resulted or will result in a violation of, any Sanctions.

No Group Company has been notified of any breach of applicable laws, regulations and guidance relating to Sanctions.

No Group Company, and to the best of the Warrantors' knowledge, no director, officer, employee, consultant, agent or other person associated with any Group Company is or has been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under Anti-Corruption Laws or laws and/or regulations relating to Sanctions, and, no such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

No Group Company has been excluded from participation in a public contract as a result of being convicted of bribery or corruption, including (without limitation) any exclusion under section 23 of the Public Contracts Regulations 2006 (SI 2006/5) or section 26 of the Utilities Contracts Regulations 2006 (SI 2006/6).

To the best of the Warrantors' knowledge:

no Group Company's assets include any criminal property (as defined in section 340(3) of the Proceeds of Crime Act 2002, but disregarding paragraph (b) of that section); and

no Group Company, nor any of their respective directors or officers, have committed any offence pursuant to Part 7 of the Proceeds of Crime Act 2002.

Complete and accurate details of the anti-bribery policies and procedures adopted by the Group are set out in or attached to the Disclosure Letter.

Each Group Company has complied in all material respects with all applicable requirements (including notification requirements) of the Data Protection Legislation.

No notice alleging non-compliance with Data Protection Legislation (including any enforcement notice, deregistration notice or transfer prohibition notice) has been received by any Group Company from any Data Protection Authority.

No Group Company is or has been the subject of any complaint, investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under Data Protection Legislation, and, no such complaint, investigation, inquiry or proceedings have been threatened or are pending and, to the best of the Warrantors' knowledge, there are no circumstances likely to give rise to any such complaint, investigation, inquiry or proceedings.

The Data Room contains a correct and up to date schedule of (i) all of the employees and workers employed or engaged by the Group and (ii) the material terms and conditions of of such persons, as at the date on which is was uploaded to the Data Room.

Save for increases in the normal course of business, the basis of the remuneration payable to any persons employed or engaged by the Group at the date hereof whether under a contract of service, a contract for services or otherwise is the same as that in force at the Locked Box Date, and the Company is under no legal obligation to modify the terms and conditions of, increase the rates of remuneration of, or make any bonus or incentive or other similar payment to, any of such persons at any future date.

There are no amounts owing to any employee or worker from the Group (whether in accordance with UK or European law) other than remuneration accrued in the month prior to the Closing Date, holiday pay for the current holiday year or reimbursement of business expenses.

Copies of the employment contracts of all of the Warrantors are contained in the Disclosure Documents.

None of the employees or workers of the Group are members of any trade union, all works councils or employee representative bodies which by law or any collective bargaining agreement have the right to be informed and consulted on matters which affect the employees of the Group.

There are no terms of employment for the Warrantors which provide that a change in control of the Company (however change in control may be defined in the said document, if at all) shall entitle the said Warrantor to treat the change in control as amounting to a breach of the contract or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or dismissed or released from any obligation.

No Group Company is involved in any material dispute or negotiation with any employees or workers (or groups or representatives of the same) and there is nothing likely to give rise to such a dispute or claim.

To the best of the Warrantors' knowledge, every Employee or Worker of the Group who requires permission to work in the United Kingdom has current and appropriate permission to work in the United Kingdom.

Other than the Company Pension Scheme there is not and has not been in operation and no proposal has been announced to enter into or establish or contribute towards any arrangements, agreement, custom or practice (whether enforceable or not) for the Group to make provision for Relevant Benefits to or in respect of any Relevant Person and the Group is not under any obligation, contingent obligation or commitment (whether enforceable or not) to enter into or establish or contribute to any such agreement, arrangement, custom or practice and the Group has not provided or agreed to provide or contribute towards any Relevant Benefits for any Relevant Person on an ex-gratia basis.

The Group has at all times complied with all applicable legal and administrative requirements or obligations in respect of the provision of Relevant Benefits and as far as the Warrantors are aware, the Company Pension Scheme has been administered materially in accordance with all applicable legal and administrative requirements and in compliance with the governing documents of the Company Pension Scheme.

The Properties comprise all of the premises and land owned, occupied or otherwise used in connection with the business of the Group and they are the legal and beneficial owner of such Properties.

To the best of the Warrantors' knowledge, no Group Company has any actual or contingent material liability in respect of previously-owned or previously-occupied land or buildings, any continuing liability in respect of any other property formerly owned or occupied by Group Company either as an original contracting party or by virtue of any direct covenant or Authorised Guarantee Agreement (as defined by section 16 of the Landlord and Tenant (Covenants) Act 1995) having been given on a sale or assignment to the Company or as a surety for the obligations of any other person in relation to that property.

All licences, consents and approvals required from the landlords and any superior landlords under any lease of the Properties and from their respective mortgagees (if any) have been obtained and the covenants contained in those licences, consents and approvals have been duly performed and observed.

In respect of each Property, the Company has paid the rents and observed and performed the covenants on the part of tenant and the conditions contained in any leases under which such Property is held.

There is and has been in relation to the Group's business no actual pending or threatened civil criminal or administrative action communication notice or order relating to the presence in or discharge emission or migration to or from the Properties of any Hazardous Substance or any failure to comply with any Environmental Laws and the Warrantors are unaware of any circumstance which may lead to any event referred to in this clause.

The Group has obtained all requisite Environmental Licences to enable it to carry on its business. Those Environmental Licences are in full force and effect to enable the Group to carry on the same and the Group is compliant in all material respects with the terms and conditions of such Environmental Licences. There are no conditions, facts or circumstances which could result in any Environmental Licence being revoked, suspended, amended, varied, withdrawn or not renewed.

All environmental audits and other assessments reviews and reports conducted by or on behalf of the Group or the Warrantors or which are in the possession of the Group or the Warrantors in relation to any Properties or any of the activities of the Group are contained in the Data Room and all such statements, reports, records, correspondence and other information are complete and accurate and are not misleading.

The Data Room contains complete and accurate details of: (i) all Owned IPR that is registered or the subject of applications for registration; and (ii) all material unregistered Owned IPR, and a Group Company is the sole legal and beneficial owner of the Owned IPR free from all Encumbrances.

The Group owns, or has a licence to use, all Intellectual Property Rights necessary for the Group to carry on its business in the manner and to the extent in which it is presently conducted.

All renewal, application and other official registry fees have been paid in full and steps required for the maintenance, protection and enforcement of the Owned IPR that is registered or the subject of applications for registration have been taken, and nothing has been done or omitted to be done and no circumstances exist by which a person is or will be able to seek cancellation of a registration or application of any such Owned IPR.

All confidential business information of the Group is properly and adequately documented to enable the Purchaser to acquire and retain its full benefit.

No Group Company has granted, nor is obliged to grant any licence, consent, undertaking, Encumbrance or other right in respect of any Intellectual Property Rights that it owns or licenses.

To the best of the Warrantors' knowledge, no Group Company is infringing or making unauthorised use of, or has infringed or made unauthorised use of, the Intellectual Property Rights of a third party.

To the best of the Warrantors' knowledge, no third party is infringing or making unauthorised use of, or has infringed or made unauthorised use of, the Owned IPR.

All material licences granted to or by any Group Company in respect of Intellectual Property Rights which are either owned by a Group Company or used in relation to the business of the Group are disclosed in the Data Room, and no Group Company or, to the best of the Warrantors' knowledge, relevant third party is in breach of any such licence.

Each Group Company has implemented, is in compliance with, and has been in compliance with, such Data Security Requirements as are necessary to ensure the integrity and security of, and to prevent the unauthorised access to or use of, any of the Group Systems, transactions executed thereby, and of all Group Data.

No notices have been received by, and no claims, charges or complaints have been made against, the Group by any governmental authority or other person alleging a violation of any Data Security Requirements.

To the best of the Warrantors' knowledge, there have not been any actual or alleged incidents of data security breaches, unauthorised access or use of any of the Group Systems, or

The Group owns, or has a licence to use, all Group Systems necessary for the Group to carry on its business in the manner and to the extent in which it is presently conducted, and all such Group Systems shall be owned or available for use by the Group immediately after Closing on terms and conditions identical to those under which the Group owned or used such Group Systems immediately before Closing.

All Group Systems are in good working order and function materially in accordance with the specifications applicable to them.

The Group has taken all steps deemed necessary by it to ensure that the business can continue in all material respects in the event of a failure of the Group Systems and has up to date disaster recovery plans.

In the three year period prior to Closing, there have been no bugs in or failures of the Group Systems that have: (i) caused the material interruption in or use of such Group Systems; (ii) resulted in the loss or corruption of customer data; or (iii) caused any Group Company to breach service level agreements or warranties with customers.

Each Group Company is compliant in all respects with the terms of all licences in respect of any third party Software, including open source Software, used in the business of the Group, and all software licences are disclosed in the Data Room.

None of the Software owned or developed by the Group is used, distributed, licensed or hosted in such a way as to subject such Software to the GNU general public licence (GPL), limited general public licence (LGPL) or other licence that would require such Software to be: (i) disclosed in source code form; (ii) licensed for the purpose of making derivative works, or (iii) redistributable at no charge.

Complete and accurate details of the insurance policies in respect of which any Group Company has an interest are contained in the Data Room.

In respect of the insurance policies referred to in paragraph 16.1:

all policies are in full force and effect;

all premiums and any related insurance premium taxes have been duly paid to date, the premiums payable are not in excess of normal rates and no circumstances exist which are likely to give rise to any increase in premiums; and

no circumstances have arisen that would render any of the policies void, voidable or unenforceable for illegality or otherwise.

Details of all insurance claims made during the past three years are contained in the Disclosure Letter.

No insurance claim is outstanding and no circumstances exist which are likely to give rise to any insurance claim.

The Company has not discounted or factored its debts or entered into any off-balance sheet financing arrangements.

The Company does not own the benefit of any debt (whether present or future) other than debts accrued to it in the ordinary course of its business.

Other than in respect of the Existing Facilities or in the ordinary course of trading, the Group has not created or agreed to create any Encumbrance or entered into or agreed to give or enter into any guarantee, suretyship, indemnity or similar commitment or agreement for the postponement or subordination of debt.

The Locked Box Accounts include proper and sufficient provision or reserve (as appropriate) for Tax liable to be assessed on the Group or for which a Group Company is accountable in respect of profits earned, accrued or received on or before the Locked Box Date, and in respect of any event occurring or deemed to have occurred on or before the Locked Box Date. Proper and sufficient provision has been made and shown in the Locked Box Accounts for deferred Tax.

Each Group Company has timely and correctly submitted all claims for reliefs and disclaimers relating to Tax which are reflected in or have been assumed for the purposes of the Locked Box Accounts.

All payments which have fallen due for payment by or on behalf of each Group Company with respect to Tax before the date of hereof have been duly and timely made, and no Tax Authority is asserting any claim against any Group Company or any other person with respect to any such payment.

All Tax Returns that are or have been required by applicable law to be filed on or before the date hereof by each Group Company have been timely filed within the requisite period and on a proper basis and such Tax Returns were (when filed) true and correct in all material respects and none of them is, the subject of any dispute with or investigation by any Tax Authority.

All such withholdings and deductions relating to Tax as are required by applicable law to be made by each Group Company (including, for the avoidance of doubt, all amounts in respect of Tax which each Group Company is required to deduct and account for with respect to its lenders, officers, employees, consultants or contractors) on or before the date hereof have in all material respects been made properly and in a timely manner and have been duly accounted for and delivered to the relevant authorities.

None of the assets which are owned by any Group Company are the subject of any charge, power of sale or mortgage in favour of any Tax Authority.

No Group Company is or has been, during the three year period prior to the date hereof, subject to any non-routine audit, investigation, discovery, dispute or litigation involving any Tax Authority nor are there any circumstances in existence which could reasonably be expected to result in any such investigation, dispute or litigation.

The amount of Tax chargeable on each Group Company during the three year period prior to the date hereof has not depended to any material extent on any unpublished or informal concessions, agreements or other informal arrangements with any Tax Authority.

Each Group Company is and always has been resident for Tax purposes only in the jurisdiction in which it is incorporated, and no Group Company has or has ever had asserted against it by any Tax Authority any liability to Tax in any other jurisdiction by virtue of having or trading through a permanent establishment, branch or agency in such other jurisdiction.

Each Group Company has kept and maintained complete and accurate records, invoices and other information in relation to Tax as enable the tax liabilities of each Group Company to be calculated accurately in all material respects.

No Group Company has, during the three year period prior to the date hereof, paid or had demanded from it any Tax to which it is liable in a representative capacity or which is not its primary liability and there are no circumstances in existence which could reasonably be expected to result in any such secondary liability arising.

Neither the execution nor completion of this agreement will result in any Group Company becoming liable to any Tax, losing the benefit of any relief from Tax or suffering any clawback or disallowance with respect to any previously applicable relief or exemption for any Tax purpose, in each case by reference to any prior transaction entered into by that Group Company with any person with which it formed a group or was otherwise related to or connected with for any relevant Tax purpose.

Each Group Company is, where applicable, duly registered and is a taxable person for the purposes of VAT and each Group Company and any other company which has been treated as a member of the same group of companies as a Group Company for the purposes of VAT has complied in all material respects with all statutory requirements, orders, provisions, directions or conditions relating to such value added tax or equivalent (including as regards the maintenance of correct and up-to-date records and the terms of any written agreement reached with any appropriate Tax Authority).

All material documents to which each Group Company is a party which establish or are necessary to establish the title of that Group Company to any asset, or to enforce any rights and which attract (or would at the time have attracted) stamp duty, stamp duty land tax or any other applicable stamp, transfer, registration or documentary taxes (other than those documents which have ceased to have any legal effect) have been properly stamped.

The Company is not insolvent under the laws of its jurisdiction of incorporation or unable to pay its debts, including its future and prospective debts.

The Company has not proposed any arrangement of any type with its creditors or any group of creditors whether by court process or otherwise under which such creditors shall receive or be paid less than the amounts contractually or otherwise due to them.

Neither the Company nor any director or creditor of the Company has presented any petition, application or other proceedings for any administration order, creditors' voluntary arrangement or similar relief by which the affairs, business or assets of the company concerned are managed by a person appointed for the purpose by a court, governmental agency or similar body, or by any director or creditor or by the company itself, nor has any such order or relief been granted or appointment made.

No order has been made, petition or application presented, resolution passed or meeting convened for the purpose of winding-up the Company or whereby the assets of the Company are to be distributed to creditors or shareholders or other contributories of the Company.

No receiver (including administrative receiver), liquidator, trustee, administrator, supervisor, nominee, custodian or similar official has been appointed in respect of the whole or any part of the business or assets of the Company nor has any event taken place or is likely to take place as a consequence of which such an appointment might be made.

No creditor of the Company has taken, or is entitled to take any steps to enforce, or has enforced any security over any assets of the Company or is likely to do so in the immediate future.

No Warrantor shall be liable in respect of any Warranty Claim, and any such Warranty Claim shall be wholly barred and unenforceable, unless the Purchaser has given to the Warrantors written notice of such Warranty Claim specifying (in reasonable detail) the matter(s) which gives rise to the Warranty Claim, the nature of the claim and (if practicable) the amount claimed in respect thereof as soon as reasonably practicable after the Purchaser becomes aware of the Warranty Claim and in any event by not later than 5.00 pm on the date falling:

Any Warranty Claim notified pursuant to paragraph 1.1 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn, unless legal proceedings in respect of the relevant Warranty Claim (i) have been commenced by being both issued and served and (ii) are being and continue to be pursued with reasonable diligence within six months of the relevant time limit specified in Paragraph 1.1 above (or, in the case of a contingent liability, six months after the contingent liability (written notice of which has been provided to the Warrantors in the time limits required to serve notice of any Warranty Claim) becomes an actual liability).

The Warrantors shall not be liable in respect of any individual claim (or a series of claims arising from substantially identical facts, matters or circumstances) where the liability agreed or determined (disregarding the provisions of this paragraph 2) in respect of any such claim or series of claims does not exceed £25,000.

The Warrantors shall not be liable in respect of any claim unless and until the aggregate amount that would otherwise be recoverable from the Warrantors in respect of all claims (but for this paragraph and after giving due effect to paragraph 2.1 above in relation to any individual claim) exceeds £325,000.

Where the aggregate amount claimed in respect of any such claim or series of claims exceeds £325,000 the relevant Warrantors shall be liable for the full amount of such claim or series of claims and not simply the excess.

The liability of each Warrantor in respect of any Warranty Claim will not exceed the proportion of the liability under the Warranty Claim which is equal to that percentage that each Warrantor’s holding of Ordinary Shares in the Company represents all of the Ordinary Shares held by the Warrantors, subject always to the maximum limit on liability of that Warrantor set out in paragraph 3.2 below, whichever is the lesser.

The aggregate liability of each Warrantor in respect of all Warranty Claims shall not exceed an amount equal to 20% of the aggregate of the Management Cash Consideration and the Management Deferred Consideration actually received by each Warrantor net of Tax.

Notwithstanding the foregoing, the maximum aggregate liability of each Warrantor in respect of all Seller Claim(s) (other than, subject to Clause 5.4 of the Sale and Purchase Agreement, any Seller Claim in respect of Leakage) shall not exceed an amount equal to the Consideration (net of Tax) actually received in cash by such Seller at the relevant time.

No Warrantor shall be liable in respect of any Warranty Claim unless, and then to the extent only that, at the date of this Deed he had actual knowledge of the facts, matters, circumstances or events giving rise to the Warranty Claim. For such purposes actual knowledge shall be interpreted to include only those facts, matters and circumstances of which each Warrantor is actually aware (which, for the avoidance of doubt, shall exclude any implied or constructive awareness) at the date of this Deed, having made due and proper enquiry of the other Warrantors and William Porter, Victoria Idle and Ross Caldwell. For the avoidance of doubt, the parties acknowledge that to the extent that this paragraph 4 is sought to be relied upon as a defence to any Warranty Claim, the burden of proof shall reside with the Purchaser.

No Warrantor shall be liable in respect of any Warranty Claim to the extent that:

the Warranty Claim or the events giving rise to the Warranty Claim would not have arisen but for any act, omission or transaction of the Purchaser’s Group after Closing, otherwise than in the ordinary course of business;

clear and specific provision in respect of the matter giving rise to the Warranty Claim has been made in the Locked Box Accounts;

the Warranty Claim occurs wholly or partly out of or the amount thereof is increased as a result of:

Paragraph 10 shall apply in circumstances (save for any circumstances in which a Warranty Claim (excluding a Warranty Claim pursuant to paragraph 18 of Schedule 2) which could, in the reasonable opinion of the Purchaser, reasonably result in criminal liability or reputational damage to the Purchaser or any member of the Purchaser’s Group) where:

The Purchaser shall and shall procure that each relevant member of the Purchaser’s Group shall, prior to taking any action against the relevant Warrantors under the Warranties in the

Notwithstanding paragraph 11.2 above, neither the Purchaser nor any Purchaser’s Group Company shall be required to take any action or refrain from taking any action, if the Purchaser nor any Purchaser’s Group Company concerned, reasonably considers such action or omission would be unduly onerous or materially prejudicial to it or to the Purchaser’s or any Purchaser Group Company’s business.

In the case of paragraph 11.1.1 and 11.1.2 and in the event that the Purchaser or a member of the Purchaser’s Group recovers any amount from any person pursuant to paragraph 11.2, then the amount of any Warranty Claim in respect of the same loss against the Warrantors shall be reduced by the amount recovered.

In the case of paragraph 11.1.3 only, promptly repay to the relevant Warrantors an amount equal to the amount so recovered (less reasonable costs incurred in effecting such recovery) or, if lower, the amount paid by the relevant Warrantors to the Purchaser (or, as appropriate, the Purchaser’s Group).

The Purchaser shall as soon as reasonably practicable:

Any payment to the Purchaser, the Purchaser’s Group or the Company or any of the Group Companies under the Warranties shall be deemed to be a reduction of the total Consideration

Payment of any amount pursuant to a Warranty Claim shall pro tanto satisfy and discharge any other Warranty Claim or other claim pursuant to the Sale and Purchase Agreement against the Warrantors which is capable of being made in respect of the same loss and the Purchaser shall at all times procure that there is no duplication of any Warranty Claim under the Warranties relating to the same loss.

The sole remedy of the Purchase for any breach of the Warranties will be an action for damages.