Share Purchase Agreement between AXA Partners Holdings S.A. and Roadzen Inc. dated as of June 8, 2022

SCHEDULE 4

Part 1: Fundamental Warranties

Part 2: General Warranties

Part 3: Tax Warranties

Part 1: Owned IP

Part 2: Business IP

Part 3: Domain Names and Social Media Accounts

AXA PARTNERS HOLDING S.A., a company incorporated in France with registration number 410 011 209 R.C.S. Nanterre and having its registered office at 6, rue André Gide, 92320 Châtillon, France (the ”Seller”); and

ROADZEN INC., a company having its registered office at 2711 Centerville Road, Suite 400, New Castle, Delaware 19808, United States of America (the “Buyer”).

The Company and the Subsidiary are both private companies limited by shares incorporated in England and Wales.

Further particulars of the Company and the Subsidiary at the date of this agreement are set out in Schedule 1.

The Seller is the sole legal and beneficial owner of the Sale Shares.

The Seller has agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms and conditions of this agreement.

INTERPRETATION

each and any of the following:

(a)   other than the Permitted Distribution and the 2020 Dividend, any dividend or other distribution (whether in cash or in specie) declared, paid or made by the Company or the Subsidiary to any member of the AXA Group;

(b)   any payment by the Company or the Subsidiary to any member of the AXA Group for the purchase, redemption or repayment of any share capital, loan capital or other securities of the Company or the Subsidiary, or any other return of capital to any member of the AXA Group;

(c)   the Company or the Subsidiary paying, incurring or otherwise assuming liability for any fees, costs or expenses in connection with the Transaction (including professional advisers’ fees, consultancy fees, transaction bonuses, finders fees, brokerage or other commission);

(d)   any payment of any other nature (including royalties, licence fees, management fees, monitoring fees, consulting fees, interest payments, loan payments, service or directors’ fees, bonuses or other compensation of any kind) made by the Company or the Subsidiary to or for the benefit of any member of the AXA Group;

(e)   any transfer or surrender of assets, rights or other benefits (including any Relief) by the Company or the Subsidiary to or for the benefit of any member of the AXA Group;

(f)   the Company or the Subsidiary assuming or incurring any liability or obligation for the benefit of any member of the AXA Group;

(g)   the provision of any guarantee or indemnity or the creation of any Encumbrance by the Company or the Subsidiary to or for the benefit of any member of the AXA Group;

(h)   any waiver, discount, deferral, release or discharge by the Company or the Subsidiary of (i) any amount, obligation or liability owed to it by any member of the AXA Group; or (ii) any claim (howsoever arising) against any member of the AXA Group;

(i) any agreement, arrangement or other commitment by the Company or the Subsidiary to do or give effect to any of the matters referred to in paragraphs (a) to (h) (inclusive) above; or

(j) any Taxation or amount in respect of Taxation payable or suffered (or required to be accounted for) by the Company or the Subsidiary in respect of or as a consequence of any of the matters referred to in paragraphs (a) to (i) above;

each and any of the following:

(a)   any payments made (or to be made) by the Company or the Subsidiary to any member of the AXA Group in the ordinary course, on arm’s length terms and on a basis consistent with past practice in the twelve-month period prior to the date of this agreement;

(b)   any payments made (or to be made) by either Group Company to any Regulatory Authority or Tax Authority;

(c)   any payments made (or to be made) by the Company or any of the Subsidiaries which have been accrued or provided for in the Locked Box Accounts including, without limitation the 2020 Dividend;

(d)   any payments in respect of salaries, directors’ fees, pension contributions, expenses or bonuses made to, or in respect of services provided by, employees, workers, directors, officers or consultants of the Company or the Subsidiary which are made (or to be made) by the Company or the Subsidiary in the ordinary course of business and in accordance with the terms of the related employment or service contract;

(e)   any other payment, accrual, transfer of assets or assumption of liability by the Company or the Subsidiary which the Buyer has expressly approved in writing;

(f)   the Permitted Distribution;

(g)   repayment of any intercompany debt owing by either of the Group Companies expressly approved by the Buyer in writing; or

(h)   any Taxation or amount in respect of Taxation payable or suffered (or required to be accounted for) by the Company or the Subsidiary in respect of or as a consequence of any of the matters referred to in paragraphs (a) to (g) above;

A reference to this agreement, or to any other agreement or document referred to in this agreement, is a reference to this agreement or such other agreement or document as amended, varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular and references to the masculine gender shall include all other genders.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

Any words following the terms including, include in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms, with the result that, in this agreement, the word “including” and similar expressions shall each be construed as if they were followed by the words “without limitation”.

References to a document in agreed form are to that document in the form agreed by the parties and initialled by them or on their behalf for identification.

Unless otherwise provided, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.

References to times of day are, unless the context otherwise requires, to London time and references to a day are to a period of twenty four hours running from midnight on the previous day.

Any amount expressed to be in Sterling shall, to the extent that it requires, in whole or in part, to be expressed in any other currency in order to give full effect to this agreement, be deemed for that purpose to have been converted into the relevant currency immediately before the close of business on the date of this agreement (or, if that is not a Business Day, the Business Day immediately following it). Subject to any applicable legal requirements governing conversions into that currency, the rate of exchange shall be Barclays Bank plc’s spot rate for the purchase of that currency with Sterling at the time of the deemed conversion. It is not, however, intended that this clause should require the restatement of the Accounts, the Locked Box Accounts or the Management Accounts, or any figure in any of the same.

Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

CONDITIONS PRECEDENT

Completion of the sale and purchase of the Sale Shares is subject to and conditional upon the Conditions being satisfied on or before the Longstop Date.

Provided that to do so would not constitute a breach of applicable law or regulation or any requirement of the FCA by either party or either Group Company, the Buyer and the Seller may agree in writing to extend the Longstop Date at any time prior to the expiration of the Longstop Date.

The Buyer undertakes to:

promptly prepare and provide to the Seller a draft CIC Application for the Seller’s review and the Buyer agrees to take into consideration any reasonable comments made by the Seller before submitting the CIC Application, provided such comments are communicated in writing to the Buyer within three Business Days of a draft of the CIC Application being provided to the Seller;

submit the final CIC Application (and any necessary submissions related to the CIC Application) to the FCA in respect of each proposed Controller as soon as practicable following the date of this agreement, and in any event by no later than ten Business Days thereafter;

keep the Seller fully informed as to the progress of the CIC Application;

promptly on receipt, provide to the Seller copies of any notice or communication (written or otherwise) from, and specific details of any concerns raised by, the FCA which may affect the CIC Application and give the Seller a reasonable opportunity to comment thereon; and

promptly and accurately respond to all questions or request for further information from the FCA,

If at any time the Buyer becomes aware of a fact or circumstance that may prevent or materially delay fulfilment of any of the Conditions it shall promptly notify the Seller in writing.

If the FCA requires any undertaking to be given by the Buyer or a member of the Buyer’s Group and any such undertaking requires the assistance or cooperation of the Seller or requires any other action to address any impediment, the Buyer shall as soon as reasonably practicable notify the Seller and the Buyer shall not agree to such undertaking or action, which requires the assistance or cooperation of the Seller, without first consulting with the Seller and obtaining its prior written consent, such consent not to be unreasonably withheld or delayed.

If any Condition is not fully satisfied by the Longstop Date and the Buyer and the Seller have not agreed in writing to extend the Longstop Date in accordance with clause 2.2, this agreement shall terminate upon written notice given at any time by the Seller to the Buyer and clause 2.9 shall apply.

The Seller and the Buyer shall use all commercially reasonable endeavours to procure (so far as it lies within their respective powers so to do) that the Conditions are satisfied as soon as reasonably practicable and in any event no later than the Longstop Date (unless any extension is agreed in writing between the Buyer and the Seller in accordance with clause 2.2) and shall co-operate in all actions necessary to procure the satisfaction of the Conditions, including the prompt supply of any additional information required by the FCA in the event that it notifies the Buyer or any other Controller that it considers the CIC Application to be incomplete and using all reasonable endeavours to agree as soon as reasonably practicable following the execution of this agreement the form of the Transitional Services Agreement.

Following satisfaction of the Conditions in paragraphs 1 and 2 of Part 1 of Schedule 2, and provided that the Condition in paragraph 3 of Part 1 of Schedule 2 is then satisfied, the Buyer or the Seller (as the case may be) shall within one Business Day serve notice on the other party stating the date for Completion (the “Completion Date”) and the time at which Completion shall occur (the ”Completion Notice”), to be no less than three Business Days and no more than five Business Days following the date of the Completion Notice, or such other date agreed by the parties. The Completion Notice may be served by email, if to the Buyer, to ***@*** (with a copy to ***@***), and if to the Sellers, to Hubert de la Gastine (email: ***@***) and Mark Williams (email: mark.williams@partners.axa) with a copy to James Rember ( ***@***), subject in each case to appropriate read receipt confirmation (or by other means agreed between the Buyer and the Seller) and will be effective immediately when sent by the sender and the provisions of clause 23 will not apply to the Completion Notice.

If this agreement is terminated pursuant to clause 2.6, it will immediately cease to have any further force and effect except for:

any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement including clauses 1, 2.1, 2.6, this clause 2.9.1, 6.5, 16, 18 to 24 (inclusive) and 26 to 32 (inclusive), each of which shall remain in full force and effect; and

any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

INTERIM PERIOD

SALE AND PURCHASE

On and subject to the terms and conditions of this agreement, the Seller shall sell and the Buyer shall buy, with effect from Completion, the Sale Shares with full title guarantee, free from all Encumbrances and together with all rights that attach (or may in the future attach) to the Sale Shares including, in particular, the right to receive all dividends and distributions (but excluding the Permitted Distribution and the 2020 Dividend) declared, made or paid on or after Completion.

The Seller waives any rights of pre-emption or other restrictions on transfer in respect of the Sale Shares (or any of them) conferred by the Company’s articles of association or otherwise and the Seller shall, before Completion, procure the irrevocable waiver of any such rights or restrictions conferred on any other person who is not a party to this agreement.

The parties shall not be obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares is completed simultaneously.

PURCHASE PRICE

The consideration for the sale of the Sale Shares is the Base Purchase Price. In addition, a further £1.3 million (the “Additional Purchase Price”) shall form part of the consideration for the sale of the Sale Shares if the amount of Excess Cash is equal to or above £700,000. The Additional Purchase Price shall however be reduced if either: (1) a Material Adverse Event has occurred prior to the Completion Date, in which case the amount of the Additional Purchase Price shall be reduced by £300,000 (such £300,000 reduction, being the “Retained Amount”); and/or (2) the amount of Excess Cash is less than £700,000, in which case the Additional Purchase Price shall be reduced by an amount equal to the difference between £1,000,000 and the actual amount of the Excess Cash. On Completion the Buyer shall pay or procure the payment of the Base Purchase Price and the Additional Purchase Price (less any Retained Amount and subject to any reduction in accordance with sub-paragraph (2) of this clause 5.1) to the Seller (together in aggregate, the “Completion Payment”), in accordance with clause 5.11. For the purposes of this clause 5.1, “Excess Cash” means the proprietary cash amount (using the methodology applied to calculate the figure in row 18 of the Cash tab of the Locked Box Accounts) actually held by the

In the event that the aggregate amount of the Permitted Distribution received by the Seller in the Interim Period is less than £3.499 million, the Completion Payment shall, subject to clauses 5.3 to 5.10 (inclusive), be increased by an amount equal to the amount by which the aggregate amount of such Permitted Distribution actually received by the Seller is less than £3.499 million.

This clause and clauses 5.4 to 5.10 (inclusive) shall apply (and shall only apply) where the amount of the Permitted Distribution received by the Seller in the Interim Period is less than £3.499 million and/or the Retained Amount has not been or will not be paid to the Seller as, in either case, a direct result of a Material Adverse Event.

In the event that the Permitted Distribution to be received by the Seller in the Interim Period is less than £3.499 million and/or the Retained Amount has not been or will not be paid to the Seller as, in either case, a direct result of a Material Adverse Event, the Seller shall promptly notify the Buyer in writing and the Parties shall discuss the matter in good faith during a period of ten Business Days following the date of such notification by the Seller with a view to agreeing a mutually acceptable solution. In the event that, on the expiry of such period, the Parties have not agreed a mutually acceptable solution, the respective Chief Executives of the Parties shall (if they have not already done so) discuss the matter in good faith during a period of a further five Business Days with a view to agreeing a mutually acceptable solution between them.

Where, despite the good faith discussions contemplated by clause 5.4, the Parties have not agreed a mutually acceptable solution to the matter in hand during the periods specified in such clause, the Parties shall discuss in good faith during a further period of ten Business Days with a view to identifying and appointing an expert accountant or expert actuary (as the case may be, and depending on the nature of the matter in hand) (the “Expert”) to resolve the matter in hand.

Where, despite the good faith discussions contemplated by clause 5.5, the Parties have not agreed on the identity of the expert accountant or expert actuary (as the case may be), and unless the Parties have agreed that the matter in hand should be determined by an expert actuary (in which case, clause 5.7 shall apply), the Parties shall promptly and jointly apply to the President for the time being of the Institute of Chartered Accountants in England and Wales (sharing equally the initial costs of such application) and instruct such President to (i) unless the Parties have agreed that the matter in hand should be determined by an expert accountant, determine whether the matter in hand should properly be determined by an expert accountant or an expert actuary, and (ii) in the event that the Parties have agreed or such President determines that such matter should properly be determined by an expert accountant, to appoint such an expert (the “Expert”) to determine such matter.

In the event that such President for the time being of the Institute of Chartered Accountants in England and Wales determines that such matter should properly be determined by an expert actuary, or where the Parties have agreed pursuant to clause 5.5 that the matter in hand should be determined by an expert actuary, the Parties shall promptly and jointly apply to the President for the time being of the Institute and Faculty of Actuaries (sharing equally the initial costs of such application) and instruct such President to appoint an expert actuary (the “Expert”) to determine such matter.

Where an Expert is appointed pursuant to clause 5.5, clause 5.6 or clause 5.7, the Expert shall be instructed by the Parties to:

determine in the light of all prevailing circumstances and their view of the respective arguments submitted by the Parties (as referred to below), in respect of the amount by which the aggregate amount of the Permitted Distribution received by the Seller in the Interim Period and the amount of the Additional Purchase Price (less if applicable the Retained Amount) received or to be received by the Seller will be or was less than £4.799 million (the “Shortfall”), and in their professional expert opinion, how much (if any) of the Shortfall they determine it is fair should be paid by the Buyer to the Seller by way of an increase in the Completion Payment. The amount so determined by the Expert shall not be less than zero and shall not be more than an amount equal to the Shortfall;

act as an expert and not as an arbitrator and on the basis that the Expert’s determination of the matter in hand will be final and binding on the parties except in the case of manifest error (or fraud);

accept written submissions on behalf of each of the Parties as to the matter in hand and their proposed treatment of it, such submissions being copied at the same time to the other Party;

allow each Party one opportunity to respond to submissions made to the Expert by the other Party as contemplated by clause 5.8.3; and

issue in writing to both Parties their determination pursuant to clause 5.8.1, giving their reason(s) for having reached such determination, within 30 Business Days of the date of their appointment being finalised.

In connection with an Expert’s determination in accordance with clause 5.8, the Parties shall:

co-operate with each other and the Expert in good faith and respond promptly to the Expert’s questions and other inquiries (if any);

subject to appropriate confidentiality obligations being put in place, allow the Expert and each other access, on reasonable notice and at reasonable times, to such personnel and to such books, records, working papers and other information within their respective possession or control which the Expert or such other Party may reasonably request in connection with the Expert’s determination of the matter in hand; and

pay their own costs, fees and expenses incurred in connection with the Expert’s determination and, unless stated otherwise by the Expert in their written determination pursuant to clause 5.8.5, pay 50% of the Expert’s properly incurred costs, fees and expenses.

Within ten Business Days following the Expert’s determination in accordance with clause 5.8.5, the Buyer shall pay to the Seller an amount equal to the increase (if any) in the Completion Payment determined by the Expert.

All payments to be made to the Seller in respect of the Completion Payment including any payments due under clause 5.10 shall be made in sterling by electronic transfer of immediately available funds to the Seller to the following bank account: account holder: AXA Partners Holding SA; IBAN: FR76 3000 4008 1900 0123 4267 761; BIC: BNPAFRPPXXX. Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligation to pay the sum in question and the Buyer shall not be concerned to see the application of the monies so paid.

In the event that it is not possible to resolve any of the discussions in accordance with this clause 5 or the Expert’s determination ahead of Completion, Completion shall occur without prejudice to the outcome of the Parties’ discussions and, if applicable, the Expert’s determination of the matter, following which any necessary consequential payment by the Buyer shall be made.

The Base Purchase Price shall be deemed to be reduced:

by the amount of any payment made to the Buyer for each and any Relevant Claim;

as contemplated by clause 6.8; and

as contemplated by clause 7.

LEAKAGE

The Seller warrants and undertakes to the Buyer that during the period:

commencing on (and including) the Locked Box Date up to (and including) the date of this agreement, no Leakage has occurred other than Permitted Leakage; and

commencing on the date of this agreement up to (and including) the Completion Date, no Leakage will occur other than Permitted Leakage.

The Seller undertakes promptly to notify the Buyer in writing if it becomes aware of any matter or circumstance that could give rise to a Leakage Claim, including reasonable details (in so far as they are known to the Seller) of the Leakage concerned and, as far as is reasonably practicable, an estimate of the quantum of such Leakage.

Subject always to clauses 6.4 and 6.5, the Seller covenants to pay to the Buyer on ten Business Days’ prior written notice a sum in cash which is equal to the amount of any Leakage (excluding any VAT that is recoverable as input tax and taking account of any Relief that arises by reference to any Leakage or Leakage Claim to the extent only that that Relief gives rise to an actual saving of Tax) that occurs (or has occurred) in breach of the undertakings in clause 6.1, plus Default Interest on that amount from but excluding the date such Leakage occurred to and including the date of actual payment.

The Seller shall have no liability for a Leakage Claim unless it has received written notice of such Leakage Claim from the Buyer (including reasonable details (in so far as they are known to the Buyer) of the matter or event giving rise to the Leakage Claim and, as far as is reasonably practicable, the amount payable by the Seller in respect of the Leakage Claim) on or before the date which falls nine calendar months after the Completion Date.

For the avoidance of doubt:

the Seller shall have no liability to the Buyer in respect of any Leakage Claim if Completion does not occur;

the provisions in this clause 6 shall not be qualified by any matter Disclosed; and

the liability of the Seller for any such breach shall not be limited or qualified in any respect by the provisions of clause 13 and Schedule 7, save that the Buyer shall use all reasonable endeavours to mitigate its loss and the provisions of paragraphs 3 and 5 of Schedule 7 shall apply mutatis mutandis.

The Buyer’s sole remedy in respect of any Leakage Claim is a claim for reimbursement under clause 6.3.

Nothing in this clause 6 shall have the effect of limiting or excluding any liability arising as a result of fraud.

The Base Purchase Price shall be deemed to be reduced by the amount of any payments made to the Buyer in respect of Leakage (which is not Permitted Leakage) under this clause 6. For greater certainty, neither the Base Purchase Price, the Additional Purchase Price nor the Completion Payment shall be, or shall be deemed to be, reduced by the amount of or otherwise in consequence of the Permitted Distribution or the 2020 Dividend.

KEY CLIENTS

The Seller shall introduce the Buyer to the Key Clients during the period between the date of this agreement and Completion in accordance with a strategy agreed between the parties. The Buyer agrees that it shall not, at any time between the execution of this agreement and Completion, directly or indirectly, encourage any Key Client to terminate (for any reason) any Existing Distribution Contract with a Group Company or permit any other member of the Buyer’s Group to give any such encouragement. The Seller shall notify the Buyer, forwarding a copy of the relevant termination notice, in the event that any Key Client terminates, for any reason, any Existing Distribution Contract with a Group Company on or after 29 May 2022.

As the Buyer’s sole remedy in the circumstances described in clauses 7.2.1 and 7.2.2, the Buyer shall have the right to:

terminate this agreement by written notice to the Seller (including a copy of the relevant termination notice(s)) in the event that Key Clients who (in aggregate) generate 75% or more of the 2021 combined revenues of the

where clause 7.2.1 does not apply, and subject to clause 7.6, reduce the Base Purchase Price by the Applicable Proportion for each (if any) Existing Distribution Contract terminated by a Key Client for any reason in accordance with the terms of such contract between 29 May 2022 and Completion. For this purpose, (i) where a termination notice is served by or on behalf of a Key Client but subsequently withdrawn or agreed by such Key Client and the relevant Group Company as having been withdrawn, such termination notice shall be treated as never having been served, and (ii) the Buyer shall provide to the Seller a written notice (including a copy of the relevant termination notice(s)) at least two Business Days prior to the date set for Completion.

If this agreement is terminated pursuant to clause 7.2.1, it will immediately cease to have any further force and effect except for:

any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement including clauses 1, 2.1, 2.6, 6.5, this clause 7.3, 16, 18 to 24 (inclusive) and 26 to 32 (inclusive), each of which shall remain in full force and effect; and

other than in the circumstances set out in clause 7.2.1, for which the Buyer’s sole remedy is as set out in clause 7.2.1, any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

Where the Base Purchase Price is reduced under clause 7.2.2, and the Buyer or any other member of the Buyer’s Group (including either of the Group Companies) enters into, within a period of eighteen calendar months following the date of such reduction, a contract with a Key Client who terminated any of their Existing

Whenever the Base Purchase Price is reduced under clause 7.2.2, the Buyer shall, at least once in every three months during the period of 18 months following the date of such Base Purchase Price reduction and then on the date falling 19 months after the date of such Base Purchase Price reduction, inform the Seller in writing whether the Buyer or any other member of the Buyer’s Group (including either of the Group Companies) has entered into a contract in connection with the business of the Group Companies (as the same was carried on by the Buyer’s Group as at immediately following Completion) with a Key Client in respect of whom the Base Purchase Price was reduced under clause 7.2.2 (or a member of such Key Client’s Group), or whether circumstances have otherwise arisen as referred to in the last sentence of clause 7.4, such that a payment to the Seller under clause 7.4 might be triggered.

The Parties acknowledge that the Group Companies do not recognise or report their revenue from each Key Client on a per-Existing Distribution Contract basis and accordingly it has not been possible to present the data set out in Schedule 6 on a per- contract basis. Therefore, the Parties agree that for the purposes of clause 7.2.2 in the event that a Key Client terminates some but not all of its Existing Distribution Contracts, they will discuss in good faith with a view to agreeing the Applicable

EXECUTION OF THIS AGREEMENT

The Seller shall deliver or cause to be delivered to the Buyer or the Buyer’s Solicitors:

as soon as reasonably practicable after (and ideally on the day of) the execution of this agreement, the First Disclosure Letter duly executed by the Seller together with the Disclosed Documents accompanying it, the index of which shall be initialled for the purposes of identification by or on behalf of the Seller; and

on or prior to the execution of this agreement, a certified extract of the minutes of a meeting of the directors of the Seller authorising the execution of this agreement, Completion and the execution of all relevant documents.

The Buyer shall deliver or cause to be delivered to the Seller:

as soon as reasonably practicable after (and ideally on the day of) the execution of this agreement, the First Disclosure Letter duly executed by the Buyer together with the Disclosed Documents accompanying it, the index of which shall be initialled for the purposes of identification by or on behalf of the Buyer; and

as soon as reasonably practicable after (and ideally on the day of) the execution of this agreement, a certified copy of the minutes of a meeting of the directors of the Buyer authorising the execution this agreement and the First Disclosure Letter.

The Parties shall each use all their respective reasonable commercial endeavours to ensure that the First Disclosure Letter is agreed as soon as reasonably practicable after (and ideally on the day of) the execution of this agreement.

COMPLETION

Completion shall take place remotely on the Completion Date (or at any other place and in such other manner as may be agreed in writing by the Buyer and the Seller).

Immediately prior to Completion, the parties shall exchange the Second Disclosure Letter as contemplated by paragraph 1 of Part 1 of Schedule 3 and paragraph 1 of Part 2 of Schedule 3.

At Completion:

the Seller shall (subject to the Buyer complying with its obligations in clause 9.3.2):

deliver duly signed minutes of a board meeting of the Company approving Completion and the execution and delivery of any documents referred to in this agreement as being delivered by the Company at Completion (with such resolutions expressed to be subject to Completion occurring where such board meeting is held in advance of Completion);

deliver duly signed minutes of a board meeting of the Subsidiary approving Completion and the execution and delivery of any documents referred to in this agreement as being delivered by the Subsidiary at Completion (with such resolutions expressed to be subject to Completion occurring where such board meeting is held in advance of Completion); and

deliver to the Buyer the documents and evidence set out in Part 1 of Schedule 3.

the Buyer shall (subject to the Seller complying with its obligations in clause 9.3.1):

pay, or cause to be paid the Completion Payment in accordance with clauses 5.1, 5.2 and 5.11;

deliver to the Seller the documents and evidence set out in Part 2 of Schedule 3; and

deliver to the Seller a copy of the resolutions in agreed form adopted by the board of directors of the Buyer approving Completion and the execution and delivery of this agreement and any other documents to be delivered by the Buyer at Completion (with such resolutions expressed to be subject to Completion occurring where such board meeting is held in advance of Completion).

POST-COMPLETION INSURANCE CAPACITY

On or before Completion, the Buyer shall implement insurance or reinsurance capacity (as the case may be) with insurers or reinsurers to replace AXA France for all Further Policies (such insurance and reinsurance capacity, “New Capacity”). If the Buyer has been unable to implement New Capacity for all Further Policies by Completion, it shall use all reasonable endeavours to implement it as soon as possible after Completion and in any event before the date specified in clause 10.3.2. The Parties shall co-operate in relation to the implementation of the New Capacity and, at the request of a Party, the other Party shall and shall procure that the Group Companies shall (in the case of the Seller, before Completion at the request of the Buyer, and in the case of the Buyer, after Completion) co-operate and use all reasonable commercial endeavours to assist in implementing any assignments, novations, transfers, reinsurance or replacements of, or amendments to any Existing Distribution Arrangements required in connection with the implementation of the New Capacity.

If and to the extent that the Buyer has not, on or before Completion, and subject as provided in clause 10.3, secured New Capacity for all or some of the Further Policies, the Seller shall upon the Buyer’s written request use all reasonable endeavours to procure that AXA France will insure or reinsure such Further Policies on the same or substantially similar terms on which the Existing Policies are written unless otherwise agreed by the parties. The Seller shall promptly notify the Buyer in writing should AXA France inform the Seller that AXA France does, or does not (as the case may be), agree to insure or reinsure any Further Policies for which New Capacity has not been secured.

If AXA France agrees to insure or reinsure any Further Policies for which New Capacity has not been secured (save with the prior written consent of AXA France), AXA France shall not however be required to insure or reinsure any such Further Policies:

if such Further Policies relate to extended warranty or mechanical breakdown insurance products, unless the Buyer has secured reinsurance or as the case may be, retrocession capacity relating to such Further Policies on terms acceptable to AXA France; and

in any event, at any time on or after six months after Completion.

If AXA France does not agree to insure or reinsure any Further Policies for which New Capacity has not been secured from the Completion Date and/or the reinsurance or retrocession capacity required under clause 10.3.1 is not provided, the Buyer shall from the Completion Date ensure that no Further Policies or new or existing reinsurance agreements to which AXA France is party are issued or renewed in the name of AXA France and that no new liability for AXA France or any other member of the AXA Group is created or implied to any policyholder, beneficiary or insurer of a Further Policy after the Completion Date.

If the Buyer has been unable to secure New Capacity for any Further Policies before the date specified in clause 10.3.2, it shall on and after such date ensure that no Further Policies or new or existing reinsurance agreements to which AXA France is party are issued or renewed in the name of AXA France and that no liability for AXA France or any other member of the AXA Group is created or implied to any policyholder, beneficiary or insurer of a Further Policy after such date.

The Buyer shall on demand indemnify the Seller, AXA France and each other member of the AXA Group against any and all (i) direct losses, damages, liabilities, claims, costs and reasonable expenses actually incurred by any of them (excluding indirect or consequential loss), and (ii) costs of capital (and excluding in both (i) and (ii) any VAT that is recoverable as input tax and taking account of any Relief that arises by reference to the matter giving rise to the claim, or the loss, damage, liability, claim, cost or expense in question, to the extent only that that Relief gives rise to an actual saving of Tax) as a result of any breach of the obligations under any of clauses 10.1, 10.3, 10.4, 10.5, 10.7, 10.8 and/or 10.9 by the Buyer or any member of the Buyer’s Group, save to the extent that such loss, damage, liability or claim arises or is increased as a result of the Seller’s failure to comply with its obligations under clause 10.1 or clause 10.2.

Subject to clauses 10.2 and 10.3, following Completion the Buyer shall and shall ensure that the Group Companies shall provide all reasonable assistance requested by the Seller and/or AXA France after Completion to terminate or cancel any Existing Distribution Agreement which AXA France is party to.

For the avoidance of doubt, the Buyer hereby acknowledges and agrees that AXA France will have no obligation to insure or reinsure any policies issued under any New Distribution Agreement and the Buyer will not take any actions or steps to create any liability or responsibility for AXA France in respect of any New Distribution Agreement.

The Buyer shall procure that, following Completion, save with the prior written consent of the Seller, neither of the Group Companies nor any other member of the Buyer’s Group shall use any brands, logos or other IP of any member of the AXA Group, except that the Group Companies shall be permitted to use such brands and logos (but not any other such IP) for Existing Policies and prior to the date set out in clause 10.3.2 solely for the purposes of the Further Policies that are insured by AXA France pursuant to clause 10.3.

EXISTING POLICIES AND RENEWAL RIGHTS

Following Completion, the Buyer will use all reasonable endeavours to ensure that the Group Companies continue to apply due care in their management of the Existing Policies and any Further Policies insured or reinsured by AXA France in accordance with clause 10.2 and continue to comply with the terms of any applicable agreement governing the management of the Existing Policies and any Further Policies (each an “Applicable Agreement”) between either Group Company and AXA France and/or any other member of the Seller’s Group (including, without limitation, the Existing AXA France Agreements) which have been Disclosed.

The Buyer acknowledges and agrees that all of the rights of AXA France under each Applicable Agreement (including, any audit or termination rights) shall continue to apply after Completion. The Buyer shall on demand indemnify the Seller and AXA France against any and all (i) direct losses, damages, liabilities, claims, costs and reasonable expenses actually incurred by any of them (excluding any indirect or consequential loss), and (ii) costs of capital (each of the foregoing a “Relevant Loss”) (and excluding in both (i) and (ii) any VAT that is recoverable as input tax and taking account of any Relief that arises by reference to the matter giving rise to the claim, or the loss, damage, liability, claim, cost or expense in question, to the extent only that that Relief gives rise to an actual saving of Tax) as a result of any breach of clause 11.1 by the Buyer, provided always that (a) the maximum aggregate liability of the Buyer shall be limited to £2 million; and (b) subject to clause 11.3, the Seller and any member of the AXA Group including AXA France shall not be entitled to recover more than once from the Buyer and any of the Group Companies in relation to a Relevant Loss, whether such loss arises under this Agreement or the Applicable Agreements.

For the avoidance of doubt, the Parties agree that if the amount of the Relevant Loss exceeds the amount recoverable from the Buyer under clause 11.2, AXA France and/or the Seller shall continue to be able to claim from the Group Companies any amount in respect of a Relevant Loss not recovered from the Buyer under clause 11.2 which is payable under the terms of the Applicable Agreements.

The Buyer will use its commercially reasonable endeavours to negotiate a profit-sharing agreement in respect of the Further Policies insured or reinsured by the provider(s) of the New Capacity. Any such agreement shall be on terms acceptable to AXA France and the Buyer and shall provide for AXA France to receive 90% of the net profits arising from such Further Policies received by a Group Company (or any member of the Buyer’s Group for the Business) from such provider(s) of the New Capacity for a period of two years from Completion (excluding any fees for services provided by the Buyer or a Group Company in accordance with the terms of an Existing Distribution Arrangement.) For the avoidance of any such profit sharing agreement will not apply to policies insured or reinsured under any New Distribution Agreement.

WARRANTIES

The Seller warrants to the Buyer that each of the Warranties are, save as Disclosed, true and accurate and not misleading on the date of this agreement.

The Seller further warrants to the Buyer immediately prior to Completion on the Completion Date (with reference to the facts and circumstances then existing), and save as Disclosed, that each of the Warranties is true and accurate at such time. Any reference made to the date of this agreement (whether express or implied) in relation to any Warranty shall be construed, in connection with the repetition of the Warranties, as a reference to the time of such repetition.

Warranties qualified by the expression “so far as the Seller is aware” or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Seller after making due and careful enquiries of the Key Employees and the directors of the Company, save that the Seller shall not be required to make any inquiries of any contractual counterparties who are not members of the AXA Group.

Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement.

If at any time during the Interim Period the Seller (or any member of the Seller’s Group) becomes aware of a fact or circumstance which constitutes (or which is reasonably expected to constitute) a breach of Warranty, or which would cause (or is reasonably expected to cause) a Warranty to be untrue, inaccurate or misleading, it shall promptly:

notify the Buyer in writing of the relevant fact or circumstance in sufficient detail to enable the Buyer to make a reasonable assessment of the situation; and

if requested by the Buyer, use all reasonable endeavours to remedy or prevent (as the case may be) the notified breach or anticipated breach.

Save in the event of fraud, a breach of clause 4.1 or a breach of a Fundamental Warranty, in the event that prior to Completion a Warranty is breached or the Seller breaches any other term of this agreement (including any of the Seller’s obligations and undertakings in Part 2 of Schedule 2), the Buyer shall nevertheless be required to proceed to Completion and shall not be entitled to terminate or rescind the agreement, and the Buyer’s sole remedy (if applicable) shall be to bring a Warranty Claim and/or claim damages for breach of this agreement (as applicable).

Except for the matters Disclosed, no information of which the Buyer (or any of its agents or advisers) has knowledge (in each case whether actual, constructive or imputed), or which could have been discovered (whether by investigation made by the Buyer or on its behalf), shall prejudice or prevent any Warranty Claim or reduce the amount recoverable under any Warranty Claim.

The Seller agrees that the supply of any information by or on behalf of any Group Company, or any of its employees, directors, agents or officers (“Officers”) to the Seller or its advisers in connection with the Warranties, the First Disclosure Letter, the Second Disclosure Letter or otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of the Seller. The Seller unconditionally and irrevocably waives all and any rights and claims that it may have against any the Group Company or the Officers on whom the Seller has, or may have, relied in connection with the preparation of the First Disclosure Letter or the Second Disclosure Letter or agreeing the terms of this agreement, and further undertakes to the Buyer, the Group Companies and the Officers not to make any such claims.

The rights and remedies of the Buyer in respect of any Relevant Claim shall not be affected by Completion.

LIMITATIONS ON WARRANTY CLAIMS

Save as provided in clause 13.9, the provisions of this clause 13 and Schedule 7 shall limit or exclude (as the case may be) the liability of the Seller in relation to any Warranty Claim or claim under the Tax Covenant (to the extent only that any sub-clause of this clause 13 or any paragraph of Schedule 7 expressly refers to a claim under the Tax Covenant) or otherwise under this agreement.

The maximum aggregate liability of the Seller in respect of:

all Fundamental Warranty Claims under this agreement shall not exceed an amount equal to 100% of the amount of the Base Purchase Price which has actually been received by the Seller at the time any such Fundamental Warranty Claim is made;

all Tax Claims shall not exceed an amount equal to 50% of the amount of the Base Purchase Price which has actually been received by the Seller at the time any such Tax Claim is made; and

all General Warranty Claims under this agreement shall in no event exceed an amount equal to 40% of the amount of the Base Purchase Price which has actually been received by the Seller at the time any such General Warranty Claim is made,

The Seller shall not be liable for a General Warranty Claim or claim under the Tax Warranties unless:

the Seller’s aggregate liability in respect of such General Warranty Claim or claim under the Tax Warranties (together with any connected claims) exceeds £15,000; and

the amount of the Seller’s aggregate liability in respect of such General Warranty Claim or claim under the Tax Warranties (together with any connected claims), when aggregated with the Seller’s aggregate liability for all General Warranty Claims and claims under the Tax Warranties that are not excluded under clause 13.3.1, exceeds £150,000, in which case the Seller shall be liable for the whole amount claimed (and not just the amount by which the threshold in this clause 13.3.2 is exceeded).

The Seller shall not be liable for a Warranty Claim or claim under the Tax Covenant unless notice in writing summarising the nature of the Warranty Claim or claim under the Tax Covenant and, as far as is reasonably practicable, the amount claimed, has been given by or on behalf of the Buyer to the Seller:

in the case of a Tax Claim, on or before the seventh anniversary of Completion; and

in the case of a General Warranty Claim, prior to the expiry of the period of 24 months commencing on the Completion Date; and

in the case of a Fundamental Warranty Claim, prior to the expiry of the period of 48 months commencing on the Completion Date.

The Seller shall have no liability in respect of a Warranty Claim (other than a claim under the Tax Warranties if and to the extent that such Warranty Claim is based upon a contingent liability unless and until such liability becomes an actual liability and the period for issuing and serving proceedings in respect of that Warranty Claim as specified in clause 13.4 shall be extended until nine months after the date on which the liability pursuant to the relevant Warranty Claim ceased to be contingent.

The Seller shall not be liable for a Warranty Claim to the extent that the Warranty Claim:

relates to matters Disclosed; or

other than under the Tax Warranties, relates to a matter specifically and fully provided for in the Locked Box Accounts, provided that and for the avoidance of doubt, the Seller shall remain fully liable up to the amounts stated in clause 13.2 (as applicable) for any amount by which the Warranty Claim exceeds such specific provision, reserve or allowance made in the Locked Box Accounts in respect of the relevant matter on liability giving rise to the Warranty Claim.

The Seller shall not be liable under the Warranties in respect of any matter:

other than under the Tax Warranties, which would not have arisen but for, after the date of this agreement, the passing of, or any change in, any law, rule, regulation or administrative practice of any government, governmental department, agency, Tax Authority or regulatory body or any increase in the rates of Taxation or any imposition of Taxation, or withdrawal of any extra-statutory concession, not in effect (actually or prospectively) at the date of this agreement; or

to the extent that recovery has already been made in respect of the same loss, damage, breach or other set of circumstances under a Warranty other than the one under which the claim is being asserted.

The Seller shall have no liability in respect of a Warranty Claim to the extent that such Warranty Claim (or its subject matter) arises or is increased as a result of:

any act, event, default, omission, transaction or arrangement occurring before Completion at the written request or direction, or with the written consent, of the Buyer; or

other than the Tax Warranties, any change in any accounting or taxation policies or practice of either Group Company, the Buyer or any other company in the Buyer’s Group after the date of this agreement.

Nothing in this clause 13 or Schedule 7 applies to exclude or limit the liability of the Seller to the extent that a Warranty Claim or a claim under the Tax Covenant arises or is delayed as a result of dishonesty, fraud, wilful misconduct or dishonest concealment by the Seller or any of its agents or advisors.

The Seller shall not plead the Limitation Act 1980 in respect of any claims made under the Tax Warranties or Tax Covenant up to seven years after the Completion Date.

Notwithstanding any other provision of this agreement, the Buyer shall not be entitled to recover more than once in respect of the same loss.

TAX COVENANT

RESTRICTIONS ON THE SELLER

Save for in the ordinary course of its (or their) continued involvement with the Business, the Seller covenants with the Buyer that it shall not (and it shall procure that no other member of the Seller’s Group shall):

subject to clause 15.2, at any time for two years from the Completion Date (but one year only for SMART insurance products), distribute motor vehicle extended warranty, SMART or mechanical breakdown insurance products (but excluding motor roadside and breakdown assistance and tyre and alloy protection products, which will not be subject to the restrictions in this clause 15) in competition with the Business (or any part of it) as it is carried on at the Completion Date in the United Kingdom, the European Union or the United States of America;

at any time for two years from the Completion Date, solicit any of the distribution partners of either Group Company as at the Completion Date listed in Schedule 8 in respect of any of the products set out against their names respectively in Schedule 8 being distributed by such partners at the Completion Date which have been arranged by either Group Company or any directly related services being provided by either Group Company at the Completion Date. Nothing in this clause 15.1.2 shall prohibit or restrict the ability of any member of the Seller’s Group to approach, solicit and deal with such partners in relation to any other products and services not listed in Schedule 8;

at any time during the period of 36 months commencing on the date of this agreement:

offer employment to, enter into a contract for the services of, or otherwise entice or attempt to entice away from either Group Company any Key Employee; or

procure or facilitate in relation to any Key Employee, the making of any such offer or attempt by any other person;

subject to clause 10, at any time after Completion, present itself or permit itself to be presented as:

connected in any capacity with either Group Company; or

interested or concerned in any way in the Sale Shares (or any of them); or

at any time after Completion, do or say anything which may be harmful to the reputation of either Group Company.

During the two year period (or one year period, for SMART insurance products) referred to in clause 15.1.1, the Seller or any member of the Seller’s Group may distribute motor vehicle extended warranty, SMART or mechanical breakdown insurance products if it either (i) appoints the Group Companies to administer such products on behalf of the Seller, AXA France or the relevant member of the Seller’s Group; or (ii) it requests the Group Companies to act as the administrator of such products but the Group Companies decline to do so or after good faith negotiations, the Seller, AXA France or relevant member of the Seller’s Group are not able to agree commercially acceptable terms with the Group Companies for providing administration services.

The covenants in clause 15.1 are intended for the benefit of, and shall be enforceable by, the Buyer and shall apply to actions carried out by the Seller in any capacity (including as shareholder, partner, director, principal, consultant, officer, employee, agent or otherwise) and whether directly or indirectly, on the Seller’s own behalf or on behalf of, or jointly with, any other person.

Nothing in clause 15.1 shall prevent any member of the Seller’s Group from:

employing any person whose employment is terminated after Completion by the Company, the Subsidiary or any other member of the Buyer’s Group; or

placing a general recruitment advertisement for employees in the ordinary course of its business which is not targeted specifically at employees of either Group Company and is not for the purposes of recruitment of personnel to undertake a business in competition with the Business in breach of this clause 15, or from employing any person who responds to any such advertisement.

Each of the covenants in clause 15.1 is a separate undertaking by the Seller in relation to itself and its interests and shall be enforceable by the Buyer separately and independently of its right to enforce any one or more of the other covenants contained in that clause.

The parties acknowledge that the Seller has confidential information relating to the Business and that the Buyer is entitled to protect the goodwill of the Business as a result of buying the Sale Shares. Accordingly, each of the covenants in clause 15.1 is considered fair and reasonable by the parties.

The consideration for the covenants in clause 15.1 is included in the Base Purchase Price.

Nothing in clause 15.1 shall be construed as imposing any restriction on any member of the AXA Group who is not a member of the Seller’s Group.

CONFIDENTIALITY AND ANNOUNCEMENTS

The Seller undertakes to the Buyer and each Group Company that it shall:

keep confidential the terms of this agreement and all confidential information, know-how and trade secrets in its knowledge or possession concerning the business, affairs, customers, clients or suppliers of either Group Company or any member of the Buyer’s Group;

not disclose any of the information referred in clause 16.1.1 in whole or in part to any third party, except as expressly permitted by this clause 16; and

not make any use of any of the information referred in clause 16.1.1, other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this agreement.

Nothing in this agreement shall be construed as imposing on the Buyer an obligation to keep confidential any information relating to either Group Company or to restrict its use of such information after Completion.

Notwithstanding any other provision of this agreement, each party may disclose information:

to such professional advisers and consultants as are reasonably necessary to advise on this agreement, or to facilitate the transaction(s) contemplated by this agreement, if the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party;

to members of its Group;

if and to the extent required by law, a regulatory body, a Taxation Authority or a securities exchange;

to make any filing with, or obtain any authorisation from, a regulatory body, Taxation Authority or securities exchange;

if and to the extent required in order to satisfy the Conditions;

to protect the disclosing party’s interest in any arbitration or legal proceedings;

if and to the extent required for audit or internal reporting purposes;

if it is or becomes generally available to the public, other than in breach of an obligation of confidence set out herein; or

if it was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party,

provided that in the case of clause 16.4.3 only (and to the extent it is legally permitted to do so) the party making the disclosure gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party concerning the content of the disclosure.

Subject to clauses 16.6 and 16.7 (inclusive), neither party shall make, or permit any person to make, any public announcement, communication or circular concerning this agreement or the Transaction (an “Announcement”) without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

Nothing in clause 16.5 shall prevent either party from making an Announcement required by law or any governmental or regulatory authority (including any Tax Authority), any securities exchange, or any court or other authority of competent jurisdiction provided that the party required to make the Announcement consults to the extent legally possible with the other party and takes into account its reasonable requests concerning the content of the announcement before it is made.

The Buyer may at any time after Completion announce its acquisition of the Sale Shares to any employees, clients, customers or suppliers of the Company, the Subsidiaries or any other member of the Buyer’s Group.

FURTHER ASSURANCE

ASSIGNMENT

Subject to the further provisions of this clause 18, neither party shall assign, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights and obligations under this agreement (or any other document referred to in it).

The Buyer may following the date of this agreement assign or transfer its rights (but not its obligations) under this agreement (or any other document referred to in it) to a member of the Buyer’s Group provided such assignee or transferee has all appropriate regulatory approvals, authorisations and consents.

If there is an assignment or transfer of the Buyer’s rights under this agreement in accordance with clause 18.2:

the Seller may discharge its obligations under this agreement to the Buyer until it receives notice of the assignment or transfer;

the Buyer shall procure that such assignee complies with clauses 16.2 and 16.5 as if it were a party to this agreement, and shall appoint the person stated in clause 31.2 as its agent for service of process;

the assignee or the transferee may enforce this agreement as it if were named in this agreement as the Buyer, but the Buyer shall remain liable for any obligations under this agreement; and

the Seller’s liability under this agreement shall be no greater than the liability that would have arisen if there had been no assignment or transfer.

NO AGENCY

ENTIRE AGREEMENT

This agreement (together with the documents referred to in it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.

Each party acknowledges that in entering into this agreement, it does not rely on, it has not been induced to enter into this agreement on the basis of and it shall have no remedies in respect of, any statement or warranty (whether made innocently or negligently) that is not set out in this agreement.

Nothing in this clause 20 operates to limit or exclude any liability for fraud, including fraudulent misrepresentation.

VARIATION AND WAIVER

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

A waiver of any right or remedy under this agreement or by law is only effective if given in writing and signed by the person waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.

A failure or delay by any person to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

COSTS

Except as expressly provided in this agreement, each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this agreement (and any documents referred to in it).

The Buyer shall be responsible for paying all stamp duty and stamp duty reserve tax on the agreement to transfer, and on the transfer of, the Sale Shares pursuant to this agreement.

NOTICES

A notice given to a party under or in connection with this agreement shall be in writing and in English and:

shall be sent to the relevant party for the attention of the contact and to the address specified in clause 23.2, or such other address or contact as that party may notify to the others in accordance with the provisions of this clause 23; and

shall be:

delivered by hand;

sent by pre-paid first class post or another next working day delivery service;

sent by airmail or by reputable international overnight courier (if the notice is to be served by post to an address outside the country from which it is sent); or

sent by email to the other party.

The addresses for service of notices on the Buyer and the Seller are:

Buyer

address: 802 Vijaya Building, 17 Barakhamba Road, New Delhi – Delhi 110001 India

for the attention of: Mohit Pasricha

email address: ***@***, with a copy to Rohan Malhotra at ***@***

Seller

address: 6, rue André Gide, 92320 Châtillon, France

for the attention of: General Counsel, AXA Partners

email address: ***@***

A party may change its details for service of notices as specified in clause 23.2 by giving notice to the other party. Any change notified pursuant to this clause shall take effect at 9.00 am on the later of:

the date, if any, specified in the notice as the effective date for the change; and

five Business Days after deemed receipt of the notice of change.

Delivery of a notice is deemed to have taken place (provided that all other requirements in this clause have been satisfied):

if delivered by hand, on signature of a delivery receipt;

if sent by pre-paid first class post or another next working day delivery service to an address in the UK, at 10.00 am on the second Business Day after posting or at the time recorded by the delivery service;

if sent by pre-paid airmail to an address outside the country from which it is sent, at 10.00 am on the fifth Business Day after posting;

if sent by reputable international overnight courier to an address outside the country from which it is sent, on signature of a delivery receipt or at the time the notice is left at the address; or

if sent by email to the email address specified in clause 23.2, at the time of transmission; and

if deemed receipt under the previous paragraphs of this clause 23.4 would occur outside business hours in the place of receipt (which, in the case of service of a notice by email shall be deemed to be the same place as is specified for service of notices on the relevant party by hand or post) it shall be deferred until 10.00 am on the day when business next starts in the place of deemed receipt. For the purposes of this clause: (a) all references to time are to local time in the place of deemed receipt; and (b) business hours means 10.00 am to 4.30 pm Monday to Friday on a day that is not a public holiday in the place of deemed receipt.

SEVERANCE

AGREEMENT SURVIVES COMPLETION

THIRD PARTY RIGHTS

Except as provided in clauses 26.2 and 26.3, a person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this shall not affect any right or remedy of a third party which exists or is available apart from under that Act.

Clauses 10.1, 10.3 to 10.5 (inclusive), 10.6, 10.7 to 10.9 (inclusive) and 11 are intended to benefit AXA France and shall be enforceable by AXA France under the Contracts (Rights of Third Parties) Act 1999 and otherwise to the fullest extent permitted by law.

Clauses 10.4 to 10.6 (inclusive), 10.9 and 11.1 are intended to benefit the members of the AXA Group and shall be enforceable by each of them under the Contracts (Rights of Third Parties) Act 1999 and otherwise to the fullest extent permitted by law.

The provisions of the clauses referred to in clauses 26.2 and 26.3 may be varied by agreement between the parties to this agreement or terminated, and any liability in respect of rights or claims contemplated by those provisions may also be released or compromised in whole or in part, without the consent of any other person.

COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

No counterpart shall be effective until each party has executed and delivered at least one counterpart.

RIGHTS AND REMEDIES

INADEQUACY OF DAMAGES

GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

AGENTS FOR SERVICE OF PROCESS

The Seller irrevocably appoints AXA Assistance UK Limited of The Quadrangle, 106-118 Station Road, Redhill, Surrey RH1 1PR (Attn: Head of Legal) as its agent to receive on its behalf in England or Wales service of any proceedings under clause 30.2 above. Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Seller) and shall be valid until such time as the Buyer has received prior written notice that such agent has ceased to act as agent. If for any reason such agent ceases to be able to act as agent or no longer has an address in England or Wales, the Seller shall forthwith appoint a substitute acceptable to the Buyer and deliver to the Buyer the new agent’s name and address within England and Wales.

The Buyer irrevocably appoints Winston & Strawn London LLP of CityPoint, One Ropemaker Street, London, EC2Y 9AW, United Kingdom, as its agent to receive on its behalf in England or Wales service of any proceedings under clause 30.2 above. Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Buyer) and shall be valid until such time as the Seller has received prior written notice that such agent has ceased to act as agent. If for any reason such agent ceases to be able to act as agent or no longer has an address in England or Wales, the Buyer shall forthwith appoint a substitute acceptable to the Seller and deliver to the Seller the new agent’s name and address within England and Wales.

INTEREST ON LATE PAYMENTS AND GROSS UP

If a party fails to make any payment due to the other party under this agreement by the due date for payment, then the defaulting party shall pay Default Interest on the overdue amount. The defaulting party shall pay such interest together with the overdue amount.

All amounts due under this agreement shall be paid by the paying party to the receiving party in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of Tax required by law). If any deductions or withholdings are required by law to be made from any of the sums payable under this agreement, the paying party shall provide any evidence of the relevant withholding as the receiving party may reasonably require and shall pay to the receiving party any sum as will, after the deduction or withholding is made, leave the receiving party with the same amount as it would have been entitled to receive without that deduction or withholding.

If any sum payable by the Seller to the Buyer under this agreement is subject to Tax in the hands of the Buyer (or would be, but for the availability of any Buyer’s Relief (as defined in Schedule 5), the Seller shall pay any additional amount required to ensure that the net amount received by the Buyer shall be the amount that the Buyer would have received if the payment was not subject to Tax (or would have been subject to Tax, but for the availability of any Buyer’s Relief).

The provisions of clauses 32.2 and 32.3 shall not apply to the extent that:

the payment is a payment of late payment interest; or

the deduction, withholding or Tax has already been taken into account in computing and increasing the quantum of any payment.

If a payment by the Seller under this agreement is made to a person other than the original Buyer then the Seller shall be required to pay any additional amount or sum under clauses 32.2 and 32.3 only to the extent that such an additional amount or sum would have been required to be made had the recipient of the payment been the original Buyer.

If the Seller pays any additional amount or sum pursuant to clauses 32.2 and/or 32.3 and, in respect of the deduction, withholding or Tax to which the additional amount or sum relates, the Buyer is entitled to any Relief which it would not otherwise have received, the Buyer shall reimburse the Seller such part of the increase as the Buyer

1,400 Ordinary A shares held by AXA Partners Holding SA

248,600 Ordinary B shares held by AXA Partners Holding SA

Xavier Philippe Blanchard

Philippe Alex Gilles Gourier

Ian Turley

Registered Charge(s):

none

Philippe Alex Gilles Gourier

Ian Turley

REGULATORY REQUIREMENTS

TRANSITIONAL SERVICES AGREEMENT

POST-COMPLETION INSURANCE CAPACITY

CONDUCT OF BUSINESS IN THE INTERIM PERIOD

procure that the Business of each Group Company is carried on in the ordinary and normal course and in the manner provided in this Part 2 of Schedule 2;

use all reasonable endeavours to maintain the trade and trade connections of each Group Company (it being accepted that this shall not be breached where a counterparty to a contract exercises voluntarily a pre-existing right of termination);

promptly notify the Buyer in writing of any material change in the Business, financial position or assets of either Group Company;

promptly provide the Buyer, its agents and representatives with such information relating to the business and affairs of each Group Company, and such access to their books and records, as the Buyer may reasonably request from time to time, including, without limitation, the provision of monthly management accounts for each calendar month within 30 days of the end of each such calendar month; and

not induce, or attempt to induce (whether directly or indirectly), any of the employees of either Group Company to terminate their employment.

MATTERS SUBJECT TO THE BUYER’S CONSENT

allot any shares or other securities or repurchase, redeem or agree to repurchase or redeem any of its share capital;

pass any resolution of its members;

appoint any person as a director (save to replace a departing director);

create any Encumbrance over any of its assets or its undertaking;

give any financial or performance guarantee, or any similar security or indemnity to any person or entity (including, without limitation, any Director, consultant or employee);

permit any of its insurance policies to lapse or do anything which would reduce the amount or scope of cover or make any of its insurance policies void or voidable;

incur any capital expenditure on any individual item in excess of £100,000;

borrow any sum in excess of £100,000;

incur any liability on any items (whether individually or in the aggregate) in excess of £100,000;

save for the Permitted Distribution (and then subject as provided in clause 5) and/or the 2020 Dividend, declare or pay any dividend or make any other distribution of its assets;

dispose of any material asset of either Group Company or of any assets with a combined value of more than £100,000;

make or change any material claim or election for Tax purposes;

adopt or make any material change in its Tax or other accounting practices, procedures, principles or policies by reference to which its tax returns are prepared or accounts are drawn up;

amend in any material way any tax return;

enter into any settlement, compromise or closing agreement with respect to Tax;

consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of a material amount of Tax;

undertake any activity which will or may give rise to a claim of misuse of any real property subject to the leases of the Leasehold Properties or breach any of the terms of the leases of the Leasehold Properties;

modify or agree to terminate any contract of material importance to the Business;

subject to paragraph 2.23, enter into or amend or vary the terms of any intra-group agreement between a Group Company and any member of the Seller’s Group, or (except for ordinary course of business payments of management fees which are provided for in the Locked Box Accounts or the Management Accounts, or otherwise agreed with the Buyer) pay any management charge to the Seller or any other member of the Seller’s Group;

make any material alterations to the terms of employment (including benefits and contributions towards pensions, lump sum, death, ill-health, disability or accident benefits) of the Directors or any of the employees¹;

other than to the extent required to comply with a legislative requirement, amend any agreements or arrangements for the payment of pensions or other benefits on retirement to any of its current or former employees or directors (or any of their dependants) of either Group Company;

commence, settle or agree to settle any legal proceedings relating to the Business, or otherwise concerning either Group Company, except debt collection in the normal course of business;

save for any Transaction Document, enter into any agreement with the Seller or any other member of the AXA Group;

enter into any lease, lease-hire or hire-purchase agreement or agreement for payment on deferred terms in excess of £50,000;

make any material alterations to the terms of employment or engagement (including benefits) of any of its Directors or Employees;

dismiss any of its Employees or employ or engage (or offer to employ or engage) any person other than in accordance with the list of approved recruitment agreed between the parties, details of which are given at document 12.9.19 of the Data Room;

Words deleted are covered by para 2.5.

grant, modify, agree to terminate or permit the lapse of any of its IP, or enter into any agreement relating to any such rights; and

make any material change to the accounting procedures, principles or policies by reference to which its accounts are drawn up.

During the Interim Period, the Seller shall:

subject to the requirements of the Data Protection Legislation, provide the Buyer with such information and documents as it may reasonably require related to the terms of employment or any other matter concerning any Employee;

promptly upon reasonable request, give the Buyer and its advisers access at all reasonable times to the Key Employees; and

to the extent permitted from time to time by law and regulation, and subject to appropriate confidentiality obligations being in place, allow the Buyer from time to time on reasonable notice and during normal business hours to engage in discussions (either in person or remotely) with the Seller and/or the Key Employees in connection with (i) the integration of the Business into the business of the Buyer, and (ii) obtaining knowledge, know-how and other information in relation to the activities, operations, products and services supplied or to be supplied by the Business at Completion. The Seller shall use all reasonable endeavours to ensure that the Key Employees and other relevant members of staff disclose all information so reasonably requested by the Buyer.

TRANSITION COMMITTEE

During the Interim Period, the Buyer and the Seller agree to form a transition committee (the “Transition Committee”) whereby the parties in attendance will discuss all matters relating to Schedule 2, Part 2 (Matters subject to Buyer’s Consent) and matters affecting the operation of the Business generally.

The parties shall procure that at least one Transition Committee meeting will be held each month during the Interim Period.

The Buyer shall have the right to appoint two individuals to attend each Transition Committee meeting. The Seller shall have the right to appoint three individuals to attend each Transition Committee meeting.

The quorum for Transition Committee meetings shall be two, which must include a nominated individual from both the Seller and the Buyer. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such quorum ceases to be present, the meeting shall stand adjourned for forty-eight hours at the same time and place or at such time and place as determined by the individuals present at such meeting.

Any individual nominated by the Buyer or Seller may attend any Transition Committee meeting virtually, by teleconference or other means which allows such person to be heard by and speak to the other participants simultaneously.

Immediately prior to Completion, the Seller shall deliver, or procure the delivery, to the Buyer or the Buyer’s Solicitors of the Second Disclosure Letter duly executed by the Seller together with the Supplemental Disclosed Documents accompanying it, the index of which shall be initialled for the purposes of identification by or on behalf of the Seller.

At Completion, the Seller shall deliver, or procure the delivery, to the Buyer or the Buyer’s Solicitors of:

stock transfer forms for the transfer of the Sale Shares, in agreed form, duly executed by the Seller in favour of the Buyer;

the share certificates for the Sale Shares or an indemnity, in agreed form, for any lost certificates;

the share certificates in respect of all issued shares in the capital of the Subsidiary;

the registers, minute books, PSC Register, authentication codes and other records required to be kept by each Group Company under the Companies Act 2006, in each case properly written up as at the Completion Date, together with the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name relating to the Company and/or the Subsidiary (as the case may be);

bank statements for each of the Company’s and the Subsidiary’s bank accounts, showing the balances at the close of business on the last Business Day before Completion;

signed minutes, in agreed form, of a board meeting duly held by the Company approving the sale of the Sale Shares and the registration, subject to stamping, of the transfer of the Sale Shares and certain other matters relating to Completion;

signed minutes, in agreed form, of a board meeting duly held by the Subsidiary approving certain matters relating to Completion;

a copy of the agreed form Excess Cash Statement (except where the Parties have been unable to agree the same);

not used;

a duly executed power of attorney in agreed form allowing the Buyer to exercise the rights attaching to the Sale Shares pending stamping and registration of the transfer to the Buyer of the Sale Shares;

a letter from the Seller confirming that it has ceased to be a registrable person (within the meaning of section 790C of the Companies Act 2006) in relation to the Company;

the Group Companies’ business plan in agreed form;

the Transitional Services Agreement, duly executed by the Seller and, if required, AXA France;

the Strategic Partnership Agreement, duly executed by the Seller; and

if then published and available, the audited financial statements of the Company and the Subsidiary as at and to 31 December 2021.

Immediately prior to Completion, the Buyer shall deliver, or procure the delivery, to the Seller or the Seller’s Solicitors of the Second Disclosure Letter duly executed by the Buyer together with the Supplemental Disclosed Documents accompanying it, the index of which shall be initialled for the purposes of identification by or on behalf of the Buyer.

At Completion, the Buyer shall deliver, or procure the delivery, to the Seller or the Seller’s Solicitors of:

signed minutes, in agreed form, of a board meeting duly held by the Buyer approving Completion and certain related matters;

the Transitional Services Agreement, duly executed by the Buyer; and

the Strategic Partnership Agreement, duly executed by the Buyer.

POWER TO SELL SHARES

The Seller has taken all necessary actions and has all requisite power and authority to enter into and perform its obligations under this agreement and any other agreement to be entered into by it pursuant to this agreement.

This agreement and any other agreement to which the Seller is a party constitutes (or shall constitute when executed) valid, legal and binding obligations of the Seller in accordance with their respective terms.

The execution and delivery by the Seller of its obligations under this agreement and each of the other documents to which it is a party, and compliance with their respective terms, shall not breach or constitute a default under any agreement or instrument or any applicable law or regulation or order, judgment, decree by which the Seller is bound or under the Seller’s constitution.

SHARE CAPITAL

The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid or credited as fully paid.

The Seller is the sole legal owner of the Sale Shares and is entitled to transfer the legal title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person.

The Seller is the sole beneficial owner of the Sale Shares and is entitled to transfer the beneficial interest in the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person.

The Company is the sole legal and beneficial owner of the whole of the allotted and issued share capital of the Subsidiary.

The issued shares of the Subsidiary are fully paid or credited as fully paid.

No Encumbrance has been granted to any person or otherwise exists affecting:

the Sale Shares or any issued shares of the Subsidiary; or

any unissued shares, debentures or other unissued securities of the Company or any of the Subsidiary.

The Subsidiary is the only subsidiary undertaking of the Company. No Group Company owns, has any interest of any nature in, or has any right (exercisable now or in the future and whether contingent or not) to call for or require the allotment, issue, creation or transfer of, any share capital, loan capital or other securities in or of any person (other than another Group Company).

The information on the Group Companies set out in Schedule 1 is true, accurate, complete and not misleading. Each Group Company is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation. Each of the Group Companies has full power under its articles of association or other constitutional documents to conduct its business as conducted at the date of this agreement.

SOLVENCY

Appointment of liquidator

Winding up

Administration

Informal arrangements with creditors

Inability to pay debts

Analogous proceedings

ACCOUNTS AND FINANCIAL MATTERS

The Accounts

give a true and fair view of the state of affairs of the Group Companies and their assets and liabilities as at the Accounts Date and of the profits, losses and results of the Group Companies for the financial year ended on the Accounts Date;

have been properly prepared in accordance with FRS 102, using appropriate policies and estimation techniques as required by section 10 of FRS 102, audited in accordance with the standards, principles and practices specified on the face of the Accounts and in compliance with the Companies Act 2006 and accounting standards, policies, principles and practices generally accepted in the United Kingdom; and

have been prepared on a basis consistent with the standards, principles and practices used in the preparation of the audited accounts of the Group Companies for the three consecutive financial years prior to the Accounts Date.

Position since Accounts Date

the Group Companies have carried on their business in all material respects in the ordinary and usual course of business, and neither Group Company has made or agreed to make any payment other than routine payments in the ordinary and usual course of business ;

there has been no material adverse change in the turnover, financial or trading position or prospects of either Group Company and, so far as the Seller is aware, no circumstance has arisen which gives rise to any such change;

no customer or client representing more than 5% of the Group Companies’ turnover or profit has indicated that it will cease (or materially reduce) the volume of its business dealings with the Group Companies;

neither Group Company has issued or agreed to issue, and there has been no transfer of, any share or loan capital or other debt or equity security or similar interest;

other than in the ordinary course of business, neither Group Company has entered into any contract, liability or commitment (whether in respect of capital expenditure or otherwise) which involved or may involve expenditure of more than £50,000 or an obligation of a material nature or magnitude;

other than in the ordinary course of business, neither Group Company has acquired or disposed of, or agreed to acquire or dispose of, any one or more assets in a single transaction or series of connected transactions, where the value of such assets exceeds £50,000;

other than normal course of business pay reviews and costs arising from staff replacements, neither Group Company has made any changes in terms of employment, including pension fund commitments, which taken together could increase the total staff costs of the Group Companies by more than £25,000 per annum or the remuneration of any one director or employee by more than £10,000 per annum;

there has been no material increase or decrease in the levels of debtors or creditors of either Group Company;

neither Group Company has repaid any borrowing or indebtedness in advance of its stated maturity;

neither Group Company has borrowed or raised any money or entered into any form of financial facility or granted any security (or has agreed to do any of the same) except car and equipment leasing in the normal course of business;

save for the Permitted Distribution and the 2020 Dividend, neither Group Company has declared, authorised, paid or made any dividend or other distribution, nor has either Group Company reduced, redeemed, repurchased or reorganised any of its share or loan capital;

no resolution in general meeting or written resolution of shareholders of either Group Company has been passed; and

no change in the accounting reference period of either Group Company has been made.

Locked Box Accounts

The Locked Box Accounts have been prepared in accordance with the accounting policies, statements and practices used in preparing the Accounts applied on a consistent basis and fairly represents the assets and liabilities and profit and losses of the Group companies as at the Locked Box Date.

Having regard to the purpose for which they were prepared, the Locked Box Accounts are not materially misleading and do not materially misstate the assets, liabilities, profits, losses or state of affairs of the Group Companies as at the Locked Box Date.

No undisclosed liabilities

Management Accounts

FINANCIAL DEBT

No external Financial Debt

No repayment notices

No events of default

Bank accounts

Security interests

Guarantees

No factoring

REGULATORY AND COMPLIANCE MATTERS

Licences and permits

Breach of Approvals

Appointed Representative Agreement

Compliance with laws

No required actions

No investigations

Correspondence with Regulators

Statutory books

Filings

Branches

LITIGATION

No litigation

No judgment or award

RELATED PARTY TRANSACTIONS

No interests or arrangements

is engaged in or party to any transaction, agreement, contract, commitment, arrangement or understanding with either Group Company (other than, in the case of current directors, officers, managers or employees of either Group Company, their employment or service contract with a Group Company);

receives income from any source other than a Group Company which should properly accrue, or should have properly accrued, to such Group Company;

is a guarantor or is otherwise liable for any liability (including indebtedness) of either Group Company;

owns or has any rights in or to any of the material assets, properties or rights used by either Group Company; or

is a director or officer of, or so far as the Seller is aware, has any direct or indirect interest in any firm (other than AXA SA), corporation, association or business enterprise which is a supplier, customer, client or agent of either Group Company or has competed with or been engaged in any business of the kind being conducted by either Group Company.

DIRECTORS AND OFFICERS

No shadow directors

No disqualification

BUSINESS ASSETS

Ownership

Possession

Lease hire

INSURANCE

Insurances

Adequacy of Insurance

Not void or voidable

Claims

COMMERCIAL MATTERS

Terms of business

Onerous/unusual contracts

which is not in the ordinary and proper course of business or not on arm’s length terms;

which is a partnership, joint venture, consortium, joint development, shareholder or similar arrangements;

which involves the grant of any sole or exclusive rights by or to the Group Companies;

which cannot be readily fulfilled or performed by the Group Companies on time and without undue or unusual expenditure of money and effort;

under which either Group Company has agreed to guarantee or provide any securities or indemnities in relation to any debt or obligation of any person who is not a Group Company;

which contains covenants limiting or excluding either Group Company’s right to do business and/or to compete in any area or in any field or with any person; or

under which either Group Company is liable for any Transaction-related costs or expenses (including any such costs or expenses of the Seller or any adviser to the Seller).

Certain Contracts

each contract with each Key Client; and

the Appointed Representative Agreement between the Company and the Subsidiary dated 1 January 2016.

Defaults

Powers of attorney

Business names

Outstanding negotiations

INTELLECTUAL PROPERTY

General

A Group Company is the sole legal and beneficial owner of all of the rights and interests in all of the registered IP which is owned by either Group Company and is material to the business of the Group Companies as carried on at the date of this agreement (the “Owned IP”) free from all Encumbrances and either owns or has validly licensed to it all other IP which is material to the business of the Group Companies (the “Business IP”). Complete and accurate particulars of the Owned IP and Business IP are set out in Schedule 9.

The Owned IP and the Business IP comprise all of the IP that are required to carry on the Group Companies’ businesses as carried on as at the date of this agreement.

GDN Platform

Validity and enforceability of IP

all application and renewal fees and other steps required for the prosecution, maintenance or protection of such rights have been paid on time or taken;

no mark, trade name or domain name identical or similar to any such rights has been registered, or is being used by any person in the same or a similar business to that of either Group Company in any country in which either Group Company has registered or is using that mark, trade name or domain name;

nothing has been done, or not been done, which might render any registered trade mark owned or used by either Group Company liable to be revoked or declared invalid;

there are no pending or outstanding claims against either Group Company for compensation under the Patents Act 1977;

all moral rights in respect of such IP rights have been waived in favour of the Group Companies; and

there are and have in the past five years been no claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of the Owned IP or Business IP.

IP licenses

have all been Disclosed in the First Disclosure Letter;

are in force, valid and binding and, so far as the Seller is aware, nothing has been done or not been done as a result of which any of them has ceased to be valid;

have not been the subject of any material breach or default by either Group Company or, so far as the Seller is aware, any third party or, so far as the Seller is aware, of any event which, with the giving of notice or lapse of time, would constitute a default which would permit any counterparty to terminate any such Licences In or Licences Out;

are not, and have not been, the subject of any claim, dispute or proceeding, pending or threatened and there are no circumstances which are likely to give rise to a breach, claim, dispute or proceedings, and no reason to believe that such Licences In or Licences Out will not be renewed when they expire on the same or substantially similar terms; and

have, where necessary, been duly recorded or registered.

Change of Control

No infringement by third parties

No infringement

Confidential Information

INFORMATION TECHNOLOGY

IT systems

All of the IT Systems used by the Group Companies in the course of their businesses (the “Business IT Systems”) are legally and beneficially owned by, or validly licensed, leased or supplied by third parties to, the Group Companies. Complete and accurate particulars of the Business IT Systems used by the Group Companies have been Disclosed.

The Business IT Systems comprise all of the IT Systems that are required to carry on the Group Companies’ businesses as they were carried on at the date of this agreement.

All of the Business IT Systems are maintained and supported by a third party under a valid agreement or by a Group Company.

Copies of all contracts or arrangements with third parties (excluding any member of the Seller’s Group) relating to the license, lease, supply, maintenance or support of the Business IT Systems which are material to the business of the Group Companies as carried on at the date of this agreement have been Disclosed, and there are no such contracts or arrangements with any member of the Seller’s Group.

There are no circumstances in which the ownership, benefit or right to use the Business IT Systems might be lost, or rendered liable to termination, by virtue of the entry into or performance of any of the Transaction Documents.

The Group Companies have obtained all necessary rights from third parties to enable their exclusive and unrestricted use of the Business IT Systems both before and after the date of this agreement for the purposes of carrying on the Business in the manner in which it was operated at and before the date of this agreement, and to fulfil any currently existing plans or proposals.

The contracts which the Group Companies have relating to the Business IT Systems are valid and binding and recorded in writing, and no act or omission has occurred which would, if necessary, with the giving of notice or lapse of time, constitute a breach of any of them.

There are and in the 36 months before the date of this Agreement have been no claims, disputes or proceedings arising or threatened under any of the contracts or in respect of the Business IT Systems.

None of the contracts which the Group Companies have relating to the Business IT Systems is liable to be terminated or otherwise materially affected by a change of Control of the Company or the Subsidiary, and the Seller has no reason to believe that any of such contracts will not be renewed on the same or substantially the same terms when they expire.

No IT failures

Disaster Recovery

Domain names and social media

DATA PROTECTION

The Group Companies comply, and in the three years prior to the date of this agreement complied, in material respects with all relevant requirements of Data Protection Legislation, including:

the data protection principles established therein;

requests from data subjects for access to data held by any of them; and

the requirements relating to the notification by data controllers to the relevant data protection regulator of their processing of Personal Data.

Neither Group Company has during the last five years received any written notice or allegation from either the UK Information Commissioner or from any other data protection regulator in any other jurisdiction, a data controller or a data subject alleging breach of any Data Protection Legislation (including data protection principles) and there is no fact or circumstance that may lead to any such notice, request, correspondence, communication, claim, compliance or enforcement action.

The Group Companies have each:

introduced and applied appropriate data protection policies and procedures concerning the collection, use, storage, retention and security of Personal Data (details of which are included in the First Disclosure Letter), and implemented regular use testing, audits and other documented mechanism to ensure and monitor compliance with such policies and procedures;

maintained accurate and up to date records of all Personal Data processing activities as required by the Data Protection Legislation, copies of which have been Disclosed;

carried out and maintained accurate and up to date records of, all data protection impact assessments required by the Data Protection Legislation;

issued appropriate privacy notices to data subjects which comply with all applicable requirements of the Data Protection Legislation;

undertaken appropriate due diligence on any third parties it has appointed to process Personal Data as a processor or sub-processor (“Processors”) as required by the Data Protection Legislation; and

a binding contract in place with each third-party processing Personal Data on its behalf which meets the requirements of the Data Protection Legislation.

Other than in the normal course of business, the Group Companies do not transfer Personal Data out of the United Kingdom.

REAL ESTATE

General

Possession and occupation

Leasehold Properties

there are no subsisting formal notices alleging a breach by either Group Company of any covenants, conditions and agreements contained in the relevant leases, on the part of the tenant;

no rent payable by either Group Company is currently under review or in arrears;

neither Group Company has commuted any rent or other payment or paid any rent or other payment ahead of the due date for the payment;

no tenancy is being continued after the contractual expiry date whether pursuant to statute or otherwise;

the unexpired residue of the term granted by each lease of the Leasehold Properties is vested in the Company or the Subsidiary and is valid and subsisting against all persons, including any person in whom any superior estate or interest is vested;

any consents required for the grant of each lease of the Leasehold Properties and for any assignment of each lease, have been obtained and placed with the documents of title along with evidence of the registration of grant, where required;

it is in a fair state of repair and condition and other than general ordinary course of business maintenance, there are no development works, redevelopment works or fitting out works outstanding in respect of the Property;

the leases of the Leasehold Properties are the only lease agreements relating to the Leasehold Properties, and a copy of each such lease has been Disclosed; and

so far as the Seller and the Group Companies are aware: (a) the current use of the Property is the lawful use for the purposes of planning laws and no notice has been received by either Group Company relating to any breach of law from the local planning authority or other competent authority relating to the use of the Property or any works carried out at the Property; and (b) the Property is not subject to any option to acquire or right of first refusal.

EMPLOYMENT

Employee Details

the Employees (including details of their respective salaries and other key benefits, length of service, job title, and whether they are on secondment, family leave or absent due to ill health or for any other reason);

the terms of all current contracts of employment of any Key Employee;

the standard terms and conditions of employment and benefits (including any redundancy payment scheme) applicable to all or a particular grade or category of Employee; and

the terms of all bonus schemes applicable to any of the Employees.

Workers

Service Providers

the company that engages them;

the remuneration of each individual (including any benefits and privileges provided or which the Group Companies are bound to provide to them);

the length of notice necessary to terminate each agreement, or if a fixed term, the expiry date of the fixed term and details of any previous renewals; and

the law governing the agreement.

Termination or suspension

No payments in respect of termination or suspension

No amounts owing

Loans

Incentive Schemes

Compliance

All employees of the Group Companies have received a written statement of particulars of employment as required by section 1 Employment Rights Act 1996 to the extent they are so entitled.

As at the Completion Date, each person employed, hired or engaged by the Group Companies, has permission to live and work full time in the United Kingdom in the role in which they are employed, hired or engaged for the purposes of complying with section 8 of the Asylum and Immigration Act 1996 or sections 15 and 21 of the Immigration, Asylum and Nationality Act 2006.

The Group Companies have complied with their obligations under the Working Time Regulations 1998, in particular, as to the payment of holiday pay, the hours worked by its employees and as to its record-keeping obligations.

The First Disclosure Letter contains true, complete and accurate anonymised copies of all contracts, handbooks, policies and other documents which apply to the Group Companies Employees or Workers.

The Group Companies have complied with all its obligations in relation to occupational health and safety and workers’ compensation.

The Group Companies are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, harassment, non-discrimination in employment, workers’ compensation, unemployment compensation and the collection and payment of withholding or payroll Taxes and similar Taxes.

Key Employees

Trade Union

Employees

Collective dismissals

Complaints

Benefits

Effect of Transaction

TUPE

PENSIONS

Pension Scheme

Contributions

Rate of contributions

Insured policies

No Claims

Compliance

Registered pension scheme

Money purchase scheme

TUPE

No discrimination

OTHER EMPLOYEE MATTERS

Coronavirus Job Retention Scheme

The First Disclosure Letter includes anonymised details of all employees who have been absent and unable to work for a period of twenty-one (21) days or more due to COVID-19, or measures taken in connection with it, and how such employees are being paid.

The Group Companies complied with their requirements under all applicable law when implementing any furlough leave, stand down, other leave or any direction in relation to working hours.

No employee of the Group Companies has raised any grievance and/or written concern regarding their furlough leave, stand down, other leave or any direction given in relation to working hours.

The Group Companies have obtained written consent from all employees to place them on furlough, other leave or stand down and no employee has refused to give consent.

ANTI-BRIBERY AND CORRUPTION

No violations

Policies and procedures

No investigations or proceeding

SANCTIONS

No arrangements with Sanctioned Persons or in Sanctioned Territories

neither Group Company has, during the three years before the date of this agreement, entered into any agreement, transaction, dealing or relationship with or for the benefit of any Sanctioned Person (or involving any property thereof) or involving any Sanctioned Territory; and

neither Group Company, and no officer, director, or employee of any such person (acting in such capacity) has, during the three years before the date of this agreement, procured, assisted, approved, financed or facilitated any agreement, transaction, dealing or relationship entered into by any other person with or for the benefit of any Sanctioned Person (or involving any property thereof) or involving any Sanctioned Territory.

No proceedings

ANTI-TRUST

Neither Group Company has done anything or is party to any agreement, arrangement, concerted practice or course of conduct which contravenes or is likely to or may contravene, or which required or requires notification under, or which is or is likely to be or has been the subject of any enquiry, complaint, investigation or proceeding under, the Enterprise Act 2002, Fair Trading Act 1973, the Treaty on the Functioning of the European Union, the Competition Act 1980, the Competition Act 1998, EU Regulation 4064/89 or EU Regulation 139/2004 or any other competition, anti-trust, consumer protection, anti-monopoly, anti-cartel, state aid control, merger or specific sectoral legislation or regulation in any country in which or with which it does business.

Neither Group Company is party to any agreement or arrangement which required registration under the Restrictive Trade Practices Acts 1976 and 1977.

RETURNS, DISPUTES AND COMPLIANCE

All notices, returns, elections, declarations, claims for Reliefs and computations legally required to be made, given or submitted by or in respect of either Group Company have within relevant time limits, been correctly made, given and/or submitted to the relevant Tax Authority in the six years prior to the date of this agreement and such submissions are true and accurate in all material respects and are not the subject of any enquiry or dispute.

Neither Group Company has been the subject of any non-routine investigation, audit or discovery by any Tax Authority in the six years prior to the date of this agreement, and the Seller is not aware of any reason why any such investigation, audit or discovery might be initiated, nor has either Group Company paid or become liable to pay any material penalty, surcharge, fine or interest in respect of Tax in the six years prior to the date of this agreement.

Neither Group Company is party to any agreement or arrangement with a Tax Authority whereby it is assessed to or accounts for Tax other than in accordance with the terms of relevant legislation or published practice of the relevant Tax Authority.

All transactions in the six years prior to the date of this agreement in respect of which any clearance or consent was required by law from any Tax Authority have been entered into or carried out by a Group Company after such clearance or consent has first been properly obtained and any such clearance or consent has been obtained on the basis of full and accurate disclosure to the relevant Tax Authority of all material information in connection with such clearance or consent, and all such transactions for which such clearance or consent has been obtained have been carried out in accordance with the terms of such clearance or consent.

Neither Group Company is, nor so far as the Seller is aware will it become, liable to make to any person (including any Tax Authority) any payment in respect of any liability to Taxation which is primarily or directly chargeable against, or attributable to, any other person (other than a Group Company).