Issuing and Paying Agency Agreement dated April 30, 2020 between Brake Bros. Limited, as Issuer, and Deutsche Bank AG, London Branch, as Issuing and Paying Agent

This Agreement is made on 30 April 2020 between:

(1)BRAKE BROS LIMITED (the “Issuer”); and

(2)DEUTSCHE BANK AG, LONDON BRANCH (the “Issuing and Paying Agent”).

(A)Pursuant to, and subject to the terms and conditions of, a dealer agreement dated 30 April 2020 (the “Dealer Agreement”) between the Issuer, the Arranger and the dealers from time to time party thereto (together, the “Dealers” and each a “Dealer”), the Issuer may issue Notes to the Dealers from time to time under the Programme which has been established by the Issuer for the purpose of issuing sterling-denominated Notes which are eligible for purchase under the Joint HM Treasury and Bank of England Covid Corporate Financing Facility (the “CCFF”).

(B)The parties hereto wish to record the arrangements agreed between them in relation to the Notes to be issued pursuant to this Agreement.

It is agreed as follows:

1.1In this Agreement:

“Applicable Law” means any law or regulation;

“Authority” means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction;

“business day in London” means any day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London;

“Client Money Rules” means the FCA Rules in relation to client money from time to time;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Common Depositary” means a common depositary for the Clearing System(s);

“Definitive Note” means a security printed Note in definitive bearer form, substantially in the form set out in Part 2 of ‎Schedule 1, which may be issued by the Issuer in exchange for a Global Note;

“FATCA Withholding” means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto;

“FCA” means the Financial Conduct Authority or any regulatory authority that may succeed it as a United Kingdom regulator;

“FCA Rules” means the rules established by the FCA in the FCA’s handbook of rules and guidance from time to time;

“Global Note” means a Note in global form, substantially in the form set out in Part 1 of ‎Schedule 1, representing an issue of Notes of a like maturity which may be issued by the Issuer from time to time pursuant to this Agreement;

“Global Programme Reporting” means the electronic/internet based banking platform provided by the Issuing and Paying Agent;

“Issue Date” means, in respect of any Note, the date of issue and purchase of the Note under Clause ‎‎2 of the Dealer Agreement or any other agreement between the Issuer and the relevant Dealer, being the same date as the date of issue of the Global Note which initially represented the Note;

“specified office” means, in relation to the Issuing and Paying Agent, the office specified against its name on the signature page hereof or, in the case of an Issuing and Paying Agent not originally party hereto, specified in its terms of appointment or such other office in the same city or town as such Issuing and Paying Agent may specify by notice to the Issuer and the other parties hereto; and

“Tax” means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax.

2.  Appointments

2.3Any reference herein to the “Issuing and Paying Agent” or its “specified office” shall be deemed to include any successor or additional Issuing and Paying Agent or office of the Issuing and Paying Agent (as the case may be) as may be appointed or specified from time to time hereunder.

3.4The Issuer shall give to the Issuing and Paying Agent through the Global Programme Reporting system the details of any Notes to be issued by it under this Agreement and all such other information as the Issuing and Paying Agent may require for it to carry out its functions as contemplated by this Clause ‎3.4 by not later than 10.00 a.m. (London time) one business day in London prior to the proposed Issue Date (or such later time or date as may be agreed between the Issuer and the Issuing and Paying Agent) in respect thereof and the Issuing and Paying Agent shall thereupon be authorised to complete a Global Note in respect of the appropriate aggregate amount by inserting in the appropriate place on the face of each Global Note inter alia the dates on which such Note shall be issued and shall mature and otherwise completing the same. In the event the Global Programme Reporting system is unavailable, the Issuer shall give to the Issuing and Paying Agent by email or fax (substantially in the form set out in ‎Schedule 2 of this Agreement) the details of any Notes to be issued in accordance with the provisions of this Clause ‎3.4.

settlement instructions in Schedule 3 to this Agreement at least three business days in London prior to any Issue Date.

3.7If on the relevant Issue Date the relevant Dealer does not, for a delivery versus payment settlement, pay the purchase price due from it in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Issuing and Paying Agent’s distribution account with Euroclear or Clearstream, Luxembourg after such Issue Date, the Issuing and Paying Agent will continue to hold the Defaulted Note to the order of the Issuer. Unless the Issuer instructs otherwise, if the purchase price in respect of the Defaulted Note has not been paid by close of business on the second business day in London following the Issue Date, the Issuer hereby instructs the Issuing and Paying Agent to cancel the Defaulted Note and the Issuing and Paying Agent shall, as soon as reasonably practicable thereafter, confirm cancellation of the Defaulted Note to the Issuer.

3.8If the Issuing and Paying Agent pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been, or will be, received from the relevant Dealer and if the Payment has not been or is not received by the Issuing and Paying Agent on the date the Issuing and Paying Agent pays the Issuer, the Issuing and Paying Agent shall promptly inform the relevant Dealer and request such Dealer to make good the Payment, failing which the Issuer shall, upon being requested to do so by the Issuing and Paying Agent, repay to the Issuing and Paying Agent the Advance and pay interest on the Advance from (and including) the date of the Advance to (but excluding) the earlier of repayment of the Advance or receipt by the Issuing and Paying Agent of the Payment at a rate quoted at that time by the Issuing and Paying Agent as its costs of funding the Advance. For the avoidance of doubt, the Issuing and Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation, in its sole discretion, that it is to receive the Payment from the relevant Dealer.

Paying Agent by tested fax or authenticated SWIFT an irrevocable confirmation that payment will be made.

4.7.1  it shall not be entitled to exercise any lien, set-off or other claim;

4.7.2 it shall not be liable to any person for interest on any sums held by it under this Agreement; and

4.7.3  money held by it need not be segregated except as required by law.

and of their issue, payment, cancellation and destruction and, in the case of Global Notes, their exchange for Definitive Notes but the Issuing and Paying Agent shall have no liability for any failure to comply herewith if the information required to be provided to it has not been provided by the Issuer.

7.3All payments by the Issuer under this Clause ‎7 shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature (the “Deductions”) imposed, levied, collected, withheld or assessed by any government having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer undertakes to pay such additional amounts as may be necessary in order that the net amounts received by the Issuing and Paying Agent after any Deductions shall equal the respective amounts which would have been received in the absence of such Deductions.

In acting hereunder and in connection with the Notes, the Issuing and Paying Agent shall act solely as agent of the Issuer and will not assume any fiduciary duty or other obligations towards or relationship of agency or trust for or with any other person other than the Issuer.

holder of the Note and may make payments thereon accordingly except as ordered by a court of competent jurisdiction or as required by law and notwithstanding any notice to the contrary or any memorandum thereon;

documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause ‎10.7 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.

10.13.1to fund or facilitate any activities of or business with any individual or entity (“Person”) that, at the time of such funding or facilitation, is (collectively, a “Sanction Target”):

i.the subject or the target of any sanctions or trade embargos administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council ("UNSC"), the European Union ("EU"), or Her Majesty’s Treasury ("HMT") or any other equivalent sanctions regulation, (collectively, "Sanctions"); or

ii.owned 50% or more by or otherwise controlled by, or acting on behalf of one or more Persons referenced in clause 10.13.1(i) above; or

iii.located, organized or resident in a country or territory that is the subject or the target of Sanctions (currently, Cuba, Iran, North Korea, Sudan, the Crimea region and Syria) (each, a "Sanctioned Country"),

obliges the Issuing and Paying Agent to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Issuer shall, upon the request of the Issuing and Paying Agent, supply or procure the supply of such documentation and other evidence as is reasonably requested by the Issuing and Paying Agent in order for the Issuing and Paying Agent to carry out and be satisfied that it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations.

11.3The Issuer may appoint substitute or additional agents in relation to the Notes and shall forthwith give notice of any such appointments to the continuing agents and holders of Notes, whereupon the Issuer, the continuing agents and the additional agent(s) shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement.

11.4If the Issuing and Paying Agent gives notice of its resignation in accordance with Clause ‎11.1 and by the tenth day before the expiration of such notice a successor to the Issuing and Paying Agent has not been appointed by the Issuer, then the Issuing and Paying Agent may appoint on behalf, and at the expense, of the Issuer as its successor any reputable and experienced bank or financial institution, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement.

connection therewith. Such resignation or removal shall not affect any rights or obligations under Clause ‎7 or ‎8 which shall have accrued at the time at which such resignation or removal becomes effective or which shall accrue thereafter in relation to any act or omission which occurred prior to such time.

11.7Any corporation into which the Issuing and Paying Agent may be merged, or any corporation with which such Issuing and Paying Agent may be consolidated, or any corporation resulting from any merger or consolidation to which such Issuing and Paying Agent shall sell or otherwise transfer all or substantially all its assets or business, shall be a successor issuing agent and paying agent under this Agreement, to the extent permitted by applicable law, without the execution or filing of any paper or any further act on the part of the parties hereto, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall as soon as reasonably practicable be given by such successor to the Issuer and the other parties hereto.

The Issuing and Paying Agent and its affiliates, directors, officers, employees and controlling persons may purchase, hold and dispose of Notes and may enter into any transaction (including, among others, any depositary, trust or agency transaction) with any holders or owners of any Notes or with any other party in the same manner as if it had not been appointed as the agent of the Issuer in relation to the Notes.

13.2Any communication from any party to any other under this Agreement shall be effective if sent by letter or email upon receipt by the addressee provided that any such notice or other communication which would otherwise take effect after 4.00 p.m. on any particular day shall not take effect until 10.00 a.m. on the immediately succeeding business day in the place of business of the addressee.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

15.2The courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively, “Proceedings” and “Disputes”) and, for such purposes, each party irrevocably submits to the jurisdiction of such courts.

This Agreement may be modified by further agreement among the parties hereto and without the consent of the holders of the Notes.

This Agreement may be signed in any number of counterparts, all of which when taken together shall constitute a single agreement.

As witness the hands of the duly authorised representatives of the parties hereto the day and year first before written.

1.For value received, Brake Bros Limited (the “Issuer”) promises to pay to the bearer of this Global Note on the Maturity Date the Nominal Amount, together with interest thereon at the rate and at the times (if any) specified herein.

All such payments shall be made in accordance with an issuing and paying agency agreement dated 30 April 2020 (as amended, restated or supplemented from time to time) between the Issuer and the issuing and paying agent referred to therein, a copy of which is available for inspection at the office of Deutsche Bank AG, London Branch (the “Issuing and Paying Agent”) at Winchester House, 1 Great Winchester Street, London EC2N 2DB, England (the “Specified Office”), and subject to and in accordance with the terms and conditions set forth below. All such payments shall be made upon presentation and surrender of this Global Note at the office of the Issuing and Paying Agent referred to above by transfer to an account denominated in the Specified Currency maintained by the bearer with a bank in London.

2.This Global Note is issued in representation of an issue of Notes in the aggregate Nominal Amount.

3.All payments in respect of this Global Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of Issuer's taxing jurisdiction or any political subdivision or taxing authority of or in any of the foregoing (“Taxes”), unless the withholding or deduction of Taxes is required

by law. In that event, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Global Note after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable where this Global Note is presented for payment:

a.by or on behalf of a holder which is liable to such Taxes by reason of its having some connection with the jurisdiction imposing the Taxes other than the mere holding of this Global Note; or

b.more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or (in either case) the date on which payment hereof is duly provided for, whichever occurs later, except to the extent that the holder would have been entitled to such additional amounts if it had presented this Global Note on the last day of such period of 15 days.

4.If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day (unless that date falls more than 364 days after the Issue Date, in which case payment shall be made on the immediately preceding Payment Business Day) and neither the bearer of this Global Note nor the holder or beneficial owner of any interest herein or rights in respect hereof shall be entitled to any interest or other sums in respect of such postponed payment.

As used in this Global Note, “Payment Business Day” means any day other than a Saturday or Sunday which is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

5.The payment obligation of the Issuer represented by this Global Note constitutes, and at all times shall constitute, a direct and unsecured obligation of the Issuer ranking at least pari passu with all present and future unsecured and unsubordinated obligations of the Issuer other than obligations mandatorily preferred by law applying to companies generally.

6.This Global Note is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof free and clear of any equity, set-off or counterclaim on the part of the Issuer against any previous bearer hereof.

7.This Global Note is issued in respect of an issue of Notes of the Issuer and is exchangeable in whole (but not in part only) for duly executed and authenticated bearer Notes in definitive form (whether before, on or, subject as provided below, after the Maturity Date):

a.if one or both of Euroclear Bank SA/NV and Clearstream Banking S.A. is closed for business for a continuous period of 14 days or more (other than by reason of weekends or public holidays, statutory or otherwise) or if any such clearing system announces an intention to, or does in fact, permanently cease to do business; or

b.if default is made in the payment of any amount payable in respect of this Global Note.

8.If, upon any such default and following such surrender, definitive Notes are not issued in full exchange for this Global Note before 5.00 p.m. (London time) on the thirtieth day after surrender, this Global Note (including the obligation hereunder to issue definitive notes) will become void and the bearer will have no further rights under this Global Note (but without prejudice to the rights which the bearer or any other person may have under a Deed of Covenant dated 30 April 2020 (as amended, re-stated or supplemented as of the date of issue of the Notes) entered into by the Issuer).

9.The denomination of the Notes represented by this Global Note shall be £100,000.

10.If this is an interest-bearing Global Note, then:

a.notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Global Note falling due for payment prior to the Maturity Date remains unpaid on the fifteenth day after falling so due, the Nominal Amount shall be payable on such fifteenth day;

b.upon each payment of interest (if any) prior to the Maturity Date in respect of this Global Note, the Schedule hereto shall be duly completed by the Issuing and Paying Agent to reflect such payment;

c.if no Interest Payment Dates are specified on this Global Note, the Interest Payment Date shall be the Maturity Date;

d.interest shall be calculated on the Nominal Amount as follows:

i.interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 365 days at the Interest Rate with the resulting figure being rounded to the nearest penny (with halves being rounded upwards); and

ii.the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is an “Interest Period” for the purposes of this paragraph.

11.Instructions for payment must be received at the office of the Issuing and Paying Agent referred to above together with this Global Note at least one Business Day prior to the relevant payment date.

As used in this paragraph, “Business Day” means a day other than a Saturday or Sunday on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

12.Notices to holders will be delivered to the clearing system(s) in which this Global Note is held or, if this Global Note has been exchanged for bearer definitive Notes pursuant to paragraph 7, will be published in a leading English language daily newspaper published in London (which is expected to be the Financial Times). Any such notice shall be deemed to have been given on the date of such delivery or publication.

13.This Global Note shall not be validly issued unless manually or electronically authenticated by the Issuing and Paying Agent acting as issuing and paying agent.

14.This Global Note and any non-contractual obligations arising from or connected with it are governed by, and shall be construed in accordance with, English law.

The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Global Note (including a dispute regarding the existence, validity or termination of this Global Note). The Issuer acknowledges and agrees that, and the bearer of this Global Note shall be deemed to acknowledge and agree that, the English courts are the most appropriate and convenient courts to settle any such dispute and accordingly no such person will be entitled to argue to the contrary.

The Issuer irrevocably and unconditionally agrees not to claim any immunity from proceedings brought by the bearer against it in relation to this Global Note and to ensure that no such claim is made on its behalf, consents generally to the giving of any relief or the issue of any process in connection with those proceedings, and waives all rights of immunity in respect of it or its assets.

15.No person shall have any right to enforce any provision of this Global Note under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any person which exists or is available apart from that Act.

1.For value received, Brake Bros Limited (the “Issuer”) promises to pay to the bearer of this Definitive Note on the Maturity Date the Nominal Amount, together with interest thereon at the rate and at the times (if any) specified herein.

All such payments shall be made in accordance with an issuing and paying agency agreement dated 30 April 2020 (as amended, restated or supplemented from time to time) between the Issuer and the issuing and paying agent referred to therein, a copy of which is available for inspection at the office of Deutsche Bank AG, London Branch (the “Issuing and Paying Agent”) at Winchester House, 1 Great Winchester Street, London EC2N 2DB, England (the “Specified Office”), and subject to and in accordance with the terms and

conditions set forth below. All such payments shall be made upon presentation and surrender of this Definitive Note at the office of the Issuing and Paying Agent referred to above by transfer to an account denominated in the Specified Currency maintained by the bearer with a bank in London.

2.All payments in respect of this Definitive Note by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of any nature now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of Issuer's taxing jurisdiction or any political subdivision or taxing authority of or in any of the foregoing (“Taxes”), unless the withholding or deduction of Taxes is required by law. In that event, the Issuer shall, to the extent permitted by applicable law or regulation, pay such additional amounts as shall be necessary in order that the net amounts received by the bearer of this Definitive Note after such deduction or withholding shall equal the amount which would have been receivable hereunder in the absence of such deduction or withholding, except that no such additional amounts shall be payable where this Definitive Note is presented for payment:

a.by or on behalf of a holder which is liable to such Taxes by reason of its having some connection with the jurisdiction imposing the Taxes other than the mere holding of this Definitive Note; or

b.more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or (in either case) the date on which payment hereof is duly provided for, whichever occurs later, except to the extent that the holder would have been entitled to such additional amounts if it had presented this Definitive Note on the last day of such period of 15 days.

3.If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day (unless that date falls more than 364 days after the Issue Date, in which case payment shall be made on the immediately preceding Payment Business Day) and the bearer of this Definitive Note shall not be entitled to any interest or other sums in respect of such postponed payment.

As used in this Definitive Note, “Payment Business Day” means any day other than a Saturday or Sunday which is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

4.The payment obligation of the Issuer represented by this Definitive Note constitutes, and at all times shall constitute, a direct and unsecured obligation of the Issuer ranking at least pari passu with all present and future unsecured and unsubordinated obligations of the Issuer other than obligations mandatorily preferred by law applying to companies generally.

5.This Definitive Note is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof free and clear of any equity, set-off or counterclaim on the part of the Issuer against any previous bearer hereof.

6.The denomination of this Definitive Note shall be £100,000.

7.If this is an interest-bearing Definitive Note, then:

a.notwithstanding the provisions of paragraph 1 above, if any payment of interest in respect of this Definitive Note falling due for payment prior to the Maturity Date remains unpaid on the fifteenth day after falling so due, the Nominal Amount shall be payable on such fifteenth day;

b.upon each payment of interest (if any) prior to the Maturity Date in respect of this Definitive Note, the Schedule hereto shall be duly completed by the Issuing and Paying Agent to reflect such payment;

c.if no Interest Payment Dates are specified on this Definitive Note, the Interest Payment Date shall be the Maturity Date;

d.interest shall be calculated on the Nominal Amount as follows:

i.interest shall be payable on the Nominal Amount in respect of each successive Interest Period (as defined below) from the Issue Date to the Maturity Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual number of days in such Interest Period and a year of 365 days at the Interest Rate with the resulting figure being rounded to the nearest penny (with halves being rounded upwards); and

ii.the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is an “Interest Period” for the purposes of this paragraph.

8.Instructions for payment must be received at the office of the Issuing and Paying Agent referred to above together with this Definitive Note at least one Business Day prior to the relevant payment date.

As used in this paragraph, “Business Day” means a day other than a Saturday or Sunday on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

9.Notices to holders will be published in a leading English language daily newspaper published in London (which is expected to be the Financial Times). Any such notice shall be deemed to have been given on the date of such publication.

10.This Definitive Note shall not be validly issued unless manually authenticated by the Issuing and Paying Agent acting as issuing and paying agent.

11.This Definitive Note and any non-contractual obligations arising from or connected with it are governed by, and shall be construed in accordance with, English law.

The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Definitive Note (including a dispute regarding the existence, validity or termination of this Definitive Note). The Issuer acknowledges and agrees that, and the bearer of this Definitive Note shall be deemed to acknowledge and agree that, the English courts are the most appropriate and convenient courts to settle any such dispute and accordingly no such person will be entitled to argue to the contrary.

The Issuer irrevocably and unconditionally agrees not to claim any immunity from proceedings brought by the bearer against it in relation to this Definitive Note and to ensure

that no such claim is made on its behalf, consents generally to the giving of any relief or the issue of any process in connection with those proceedings, and waives all rights of immunity in respect of it or its assets.

12.No person shall have any right to enforce any provision of this Definitive Note under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any person which exists or is available apart from that Act.

To:  Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Attention: Debt and Agency Services

(the “Issuing and Paying Agent”)

Copy To: Brake Bros Limited

Attention: [●]

Barclays Bank PLC

Attention: ECP Trading Desk

This notification is given by the undersigned Issuer to the Issuing and Paying Agent pursuant to Clause ‎3.4 of the issuing and paying agency agreement dated 30 April 2020 (as amended, supplemented and/or restated from time to time, the “Issuing and Paying Agency Agreement”) between the Issuer and the Issuing and Paying Agent relating to the Programme.

Terms defined in the Issuing and Paying Agency Agreement relating to the Programme have the same meanings herein.

We hereby confirm our email instruction to prepare, complete, authenticate and issue [a] Global Note[s] (in accordance with the terms of the Issuing and Paying Agency Agreement) and give instructions to Euroclear and/or Clearstream, Luxembourg in order for you to:

(A)*Credit account of [name of Dealer] with Euroclear/Clearstream, Luxembourg** with the following Notes:

ISIN/Common Code:

Issue Date:

Maturity Date:

Nominal Amount and Currency:

Purchase Yield:

Interest Rate (if interest bearing):

Interest Payment date(s) (if interest bearing):

Other details:

against payment of:

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

Date:

By: