Trade Mark Licence Agreement, between Virgin Enterprises Limited and Brightline Holdings LLC, dated as of November 15, 2018

SCHEDULES

This Agreement is made on November 15, 2018

Between

VEL is the legal and beneficial owner of the Marks (as defined below) and has agreed to grant the Licensee a licence to use the Marks (in the form of the Names) for the purpose of operating a higher speed passenger rail network on the Permitted Routes on the terms and conditions of this Agreement (as defined below).

It Is Agreed as follows:

Accounting Period means each of the annual accounting periods ending on the Annual Accounting Date during the Term and, in the case of the first such period, the period from the Commencement Date to the first Annual Accounting Date and, in the case of the last period, the period from the commencement of such period until close of business on the final day of the Term or the date of termination of this Agreement, whichever occurs sooner;

Affiliates means (i) with respect to VEL, VEL’s Holding Company, Subsidiaries and any Subsidiaries of VEL’s Holding Company (in each case, whether directly or indirectly), and (ii) with respect to the Licensee, the Licensee’s Subsidiaries (in each case, whether directly or indirectly); and “Affiliate” means any one of them;

Agreement means this agreement;

Ancillary Activities means the ordinary course of promoting the Core Activities via:

Annual Accounting Date means 31 December;

App means any of a smartphone application, tablet computer application, mobile media application and/or personal computer application which is:

(ii)          primarily intended for the promotion or operation of the Licensed Activities; and

(iii)          principally targeted at the inhabitants of the Territory;

App Name means the App name as set out at Part C of Schedule 3 or as otherwise agreed between the parties in writing from time to time;

Board means the board of directors of the relevant party from time to time or the directors present at a duly convened meeting of the directors at which a quorum is present;

Brand Obligations means any obligations of the Licensee as expressly set forth in the Virgin Brand Identity Guidelines, Customer Experience Principles, People Experience Principles, Contact and Consent Guidelines, the Virgin Social Media Guidelines and Purpose Metrics;

Brand Strategy Plan means the high-level plan describing the Licensee’s business strategy, positioning and implementation as relevant to the Virgin brand as agreed between the parties in writing during the Rebrand Period;

Brand Values means the following values as generally implemented or followed by the Virgin Group: (i) insatiable curiosity; (ii) heartfelt service; (iii) delightfully surprising; (iv) red hot relevance; (v) smart disruption; and (vi) straight up; as detailed in The Virgin Way, and as the same may be amended or updated by VEL from time to time;

Brightline Business means the Core Activities operated by the Licensee as at the Commencement Date between Miami-Fort Lauderdale-West Palm Beach and the contemplated extension of the same from West Palm Beach-Orlando;

Business Day means a day other than a Saturday, Sunday or public holiday in England or the United States when banks in both London and New York are open for general business;

Business Plan means a written business plan which complies with the requirements of Schedule 7 setting out the Licensee’s business plan for carrying out the Licensed Activities on a Permitted Route which has not yet Launched or a ROFR Route, and:

Change of Control means (i) prior to a Qualifying IPO, (x) AAF Holdings LLC shall cease to own, directly or indirectly, at least a majority of the Voting Stock in the Licensee, or (y) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the U.S. Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the Commencement Date), other than one or more Permitted Holders and excluding any employee benefit plan or person acting as the trustee, agent or other fiduciary or administrator therefor, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Commencement Date), directly or indirectly (as indicated in any filing pursuant to Section 13(d) of the Exchange Act or written notice, or by proxy, vote, or otherwise), of more than 50% of the total voting power of the Voting Stock of AAF Holdings LLC; and (ii) on or after a Qualifying IPO, any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Commencement Date), other than one or more Permitted Holders and excluding any employee benefit plan or person acting as the trustee, agent or other fiduciary or administrator therefor, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Commencement Date), directly or indirectly (as indicated in any filing pursuant to Section 13(d) of the Exchange Act or written notice, or by proxy, vote, or otherwise), of more than 50% of the total voting power of the Voting Stock of the Licensee; provided, however, that notwithstanding the foregoing, a transaction or series of transactions will not be deemed to involve a Change of Control if (x) the Licensee becomes a direct or indirect wholly-owned subsidiary of a holding company and (y) (A) the direct or indirect beneficial owners of the Voting Stock of such holding company immediately following such transaction or transactions are substantially the same as the beneficial owners of the Voting Stock of the Licensee immediately prior to such transaction or transactions or (B) immediately following such transaction or transactions, no person (other than a holding company satisfying the requirements of this proviso) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company, other than one or more Permitted Holders and excluding any employee benefit plan or person acting as the trustee, agent or other fiduciary or administrator therefor. For purposes of this definition, a person shall not be deemed to have beneficial ownership of Voting Stock subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement. For the avoidance of doubt, a Qualifying IPO shall not by itself be deemed to involve a Change of Control;

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

Commencement Date means the date of this Agreement;

Confidential Information means all confidential information provided or made available to either party by or on behalf of the other (which, in the case of VEL, shall include by any other company within the Virgin Group, and, in the case of Licensee, shall include by any other Affiliate of the Licensee) in connection with this Agreement, whether in written, oral, machine-readable or other form, whether marked confidential or not, and whether disclosed before, on or after the date of this Agreement, including the material terms and conditions of this Agreement, the commercial and financial arrangements evidenced by this Agreement and all data, proposals, plans and information concerning the disclosing party’s markets, business, products, services, contracts, customers, suppliers, employees, intellectual property, business plans, operating procedures, know how, financial data, capital projects, research and development activities, designs, discoveries, proprietary ideas, formulae, concepts, techniques, methods and procedures, financial forecasts and projections and means, methods and processes of operating, as well as any study, report, analysis, summary, synopsis or compilation, in all the above cases to the extent non-public.  For clarity, information provided to or accessed by VEL in connection with review or audit rights or provided to or accessed by the Designated Director (including as provided by the Designated Director to VEL as permitted hereunder) shall be deemed the Confidential Information of the Licensee;

Contact and Consent Guidelines means VEL’s Contact and Consent Guidelines set out in Schedule 5;

Core Activities means the operation of an inter-city private high/higher speed passenger rail service;

CPI means the Consumer Price Index published annually by the Bureau of Labor Statistics in the US (or by such other body upon which duties in connection with such index shall have been devolved from time to time), provided that if (i) such index ceases to be published or (ii) the basis on which it is compiled is amended such that it is no longer a measure of general consumer price inflation in the United States, such index shall be replaced by such other index as may most closely resemble the CPI as at the Commencement Date;

CPI Increase means the annual increase in CPI as determined in respect of a given calendar year, for the purposes of this Agreement, by comparing the CPI as at the 31 December of the immediately preceding calendar year with the CPI as at the 1 January of the immediately preceding calendar year;

Crisis means any material safety incident, material health incident, material public relations issue, or other material incident, in each case with respect to the Licensee or the Licensed Activities and which causes or would reasonably be expected to cause material detriment to the Marks;

Customer Experience Principles means the customer experience principles set out in Schedule 6;

Data Protection Law means the following legislations to the extent applicable from time to time: (a) national laws implementing the Directive on Privacy and Electronic Communications (2002/58/EC); (b) the GDPR and any national law supplementing the GDPR (such as, in the UK, the Data Protection Act 2018), and (c) any other data protection or privacy laws, regulations, guidance and codes of practice applicable to the processing of personal data;

Domain Name(s) means the domain names listed in Part A of Schedule 3, as such Schedule may be amended by the mutual written agreement of VEL and the Licensee;

EU means the European Union as constituted from time to time;

Exclusivity Period means each of:

Exit Fee has the meaning given in Schedule 15;

Expiry Date means twenty (20) years from the Commencement Date;

FATCA means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and implementing such sections;

Fortress Entities means any of (i) Fortress Investment Group LLC and its successors or any Affiliate thereof, (ii) any investment vehicle (whether formed as a private investment fund, stock company, partnership or otherwise) or managed account managed directly or indirectly by (x) Fortress Investment Group LLC and its successors or any Affiliate thereof or (y) any other entity whose day-to-day business and operations are, at the time of any direct or indirect acquisition by such entity of any securities of the Licensee, managed and supervised by one or more of the Principals or individuals under such Principal’s supervision, or any Affiliates of such entity, and (iii) any person the majority of whose stock, partnership or membership interests are owned, directly or indirectly, by any Person described in clause (i) or clause (ii) of this definition;

GDPR means the General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;

Good Industry Practice means the exercise of such skill, diligence, prudence and foresight which would ordinarily or customarily be expected of a skilled and experienced operator engaged in the same industry or a similar business;

Gross Sales means the total amounts of revenue received by the Licensee and its Permitted Sub-licensees, determined in accordance with generally acceptable accounting practices (GAAP), in connection with the carrying on of the Core Activities and Ancillary Activities , whether or not under or by reference to the Marks, less taxes payable in connection with such revenue.  For clarity: (i) real estate development revenue, including rental revenue, sales of assets, track access fees and revenue from Core Activities and Ancillary Activities other than in connection with the Permitted Routes shall not be part of Gross Sales hereunder; and (ii) ticket revenue, passenger ancillary revenue (food and beverage revenue, parking revenue, merchandise revenue and other passenger ancillary revenue and fees) and advertisement, sponsor/partnerships and naming rights revenue shall be part of Gross Sales hereunder;

Group means, (i) with respect to VEL, VEL’s ultimate Holding Company and any Subsidiary of such Holding Company, and (ii) with respect to the Licensee, the Licensee and Licensee’s Subsidiaries and Licensee’s Affiliates (as that term is defined in the Subscription Agreement);

Holding Company means a holding company (as defined by section 1159 of the Companies Act 2006) or a parent undertaking (as defined by section 1162 of the Companies Act 2006);

Indemnified Tax means any withholding tax imposed on or with respect to any payment made by Licensee to VEL under this Agreement, but not including (i) taxes imposed on or measured by net income (however denominated), revenue, turnover, franchise taxes and branch profits taxes, in each case imposed as a result of VEL (or its assignee, as applicable) being organized under the Laws of, or being resident for tax purposes in, or having its principal office in, or other present or former connection with (or with VEL’s or its assignee’s customers or clients in), the jurisdiction imposing such tax (or any political subdivision thereof), (ii) U.S. withholding taxes imposed on amounts payable under this Agreement pursuant to a law in effect on the date of this Agreement or, in the case of any assignee of VEL, the date of such assignment (except to the extent that, (A) pursuant to Clause 6.7, amounts with respect to such taxes were payable to VEL immediately before such assignment, (B) there is a change in law, including a change to the terms of the U.S. – U.K. Income Tax Treaty, after the date of this Agreement as a result of which VEL is no longer able to obtain exemption from U.S. federal income and withholding tax on all payments from the Licensee under this Agreement or (C) such withholding taxes would not have arisen but for a voluntary transaction, action or omission carried out or effected by the Licensee at any time after the date of this Agreement including, for the avoidance of doubt, a change in the tax residency of the Licensee, any assignment or novation of this Agreement and the acquisition of the Licensee by a third party), (iii) taxes attributable to such VEL’s (or any assignee’s) failure to comply with any representations or covenants in Clause 6.7, and (iv) any U.S. federal withholding taxes imposed under FATCA;

Launch or Launched means the first commercial availability of the Core Activities on each of the Permitted Routes under the Names;

Launch Date means the date of the Launch of a Permitted Route;

Licensed Activities means the activities set out in Clause 3.1;

Loyalty Program means a program designed to increase users and user engagement based on a membership model and the earning and giving of rewards;

Marks means the Virgin Marks and the Names;

Merchandise Revenues means the total amount of revenues received by the Licensee and its Permitted Sub-licensees, determined in accordance with generally accepted accounting principles (GAAP), in connection with the sale of Name branded merchandise;

Minimum Royalty means the amounts set out in Schedule 13;

MRT means [***]% of Gross Sales;

Names means the logo and word marks shown at Schedule 2A and the name Virgin Trains USA, together with the registrations set out in Schedule 2B, the Domain Names, the App Name and the Social Media Names (as the same may be updated from time to time);

Naming Rights means the “title sponsor” naming rights to the train stations owned or controlled by Licensee and located on the Permitted Routes, including (i) the right to name the station in all applicable digital and physical assets at the station, as customary and appropriate; (ii) two (2) x two-month long (or such longer period as agreed between VEL and the Licensee) installations per annum in which a Virgin Group company is able to deliver experiential marketing; and (iii) use of space at the station for two (2) events per annum, all of the foregoing as reasonably agreed to by the parties.  For the avoidance of doubt, Naming Rights does not include rights with respect to areas or structures adjacent or connected to train stations (e.g., hotels, malls, etc.);

Operational Milestone means the Licensee rebranding the Brightline Business under the Names by the end of the Rebrand Period in accordance with Clause 3.12;

People Experience Principles means the people experience principles set out in Schedule 6;

Permitted Assignee means (i) Licensee’s Affiliates (provided that if such Permitted Assignee ceases to be a Licensee Affiliate, prior to such change in status, such entity shall assign this Agreement to a Licensee Affiliate) and (ii) a purchaser in connection with a sale of all or substantially all of the business or assets of the Licensee and its Affiliates under this Agreement;

Permitted E-Presence means the Site, the App and the Social Media (and will include access to such media channels via mobile applications);

Permitted Ex-US Marketing means, subject to Clause 3.16, marketing which is directed at consumers in a territory outside the Territory;

Permitted Ex-US Marketing Conditions means the marketing

Permitted Holders means the collective reference to the Fortress Entities, their Affiliates, any executive officer of the Licensee on the Commencement Date and Softbank Group Corp and its Affiliates (as that term is defined in the Subscription Agreement). Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control with respect to which VEL has consented will thereafter, together with its Affiliates (as that term is defined in the Subscription Agreement), constitute an additional Permitted Holder;

Permitted Routes means, subject to Clause 12.1:

each being a “Permitted Route”;

Permitted Route Financial Milestone means the achievement by the Licensee of the following Gross Sales targets in relation to the following Permitted Routes, following Launch:

Principals means Peter L. Briger, Wesley R. Edens and Randal A. Nardone;

Permitted Sub-licensee means (i) an Affiliate of the Licensee or (ii) a third party supplying goods or services to the Licensee in support of the Licensee’s conduct of the Licensed Activities in accordance with this Agreement;

Promotional Materials means those electronic, printed and other materials created by the Licensee for public distribution in connection with the advertising, promotion and exploitation of goods and/or services being provided as part of the Licensed Activities in accordance with this Agreement;

Purchaser Covenant means the Agreement set out at Schedule 12;

Purpose means “Changing business for good”, as detailed in The Virgin Way, and as the same may be amended or updated by VEL from time to time;

Purpose Metrics means the metrics set out in Schedule 9, as the same may be amended or updated from time to time by agreement of the parties;

Qualifying IPO means the sale of the common capital stock of the Licensee or any direct or indirect parent thereof in an underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the U.S. Securities Act of 1933, as amended (whether in connection with a primary public offering, a secondary public offering or a combination thereof), pursuant to which net cash proceeds received by the sellers in the offering equal at least $200,000,000;

Quarter means the period from the Commencement Date until the end of the calendar quarter in which the Commencement Date occurs, and each subsequent period of three months after that and in the case of the last Quarter the period from the commencement of such Quarter until the date of termination or expiry of this Agreement;

Quarterly Statement has the meaning given in Clause 6.2;

Rebrand Period has the meaning given in Schedule 10;

Rebranding Arrangements means the plan and approach in relation to rebranding of the Brightline Business under the Names as contemplated by Schedule 10;

Right of First Refusal or ROFR has the meaning given in Clause 5.1;

ROFR Route means any routes in the Territory which are suitable for the Core Activities, other than the Permitted Routes, provided that a Permitted Route which has been removed from this Agreement in accordance with Clause 12.1(j) will not be considered a ROFR Route;

Royalties means the payments described in Clause 6;

Site means the Licensee’s internet site either accessible through or located at the Domain Name;

Social Media means customary and mainstream internet based social media services from time to time (such as, as of the Commencement Date, the internet based social media service known as Facebook) which are:

(iii)          targeted at the inhabitants of the Territory or at inhabitants outside the Territory pursuant to Clause 3.16;

Social Media Names means those Social Media names as set out in Part B of Schedule 3, as such Schedule may be amended by the mutual written agreement of VEL and the Licensee;

Strategy and Brand Board has the meaning given in Schedule 4 to this Agreement;

Strategy and Brand Board Report means the reporting framework set out in Part B of Schedule 4, as the same may be amended or updated by VEL from time to time;

Subscription Agreement means that certain subscription agreement, dated as of the date of this Agreement, by and between Corvina Holdings Limited and Licensee;

Subsidiary means a subsidiary (as defined by section 1159 of the Companies Act 2006) or a subsidiary undertaking (as defined by section 1162 of the Companies Act 2006);

Term means the period commencing on the Commencement Date and terminating on (i) the Expiry Date or on the final day of any renewal or extension in accordance with Clause 2, or (ii) the date of earlier termination of this Agreement in accordance with its terms;

Territory means the US;

The Virgin Way means VEL’s brand experience programme which includes a self-serve site (available at https://www.thevirginway.com/) that provides best practice, tools and guidelines on how to create irresistible Virgin experiences that change business for good, as the same may be amended or updated by VEL from time to time;

UK means the United Kingdom;

Unsuitable Buyer means:

US means the United States of America;

US-UK Income Tax Treaty means the 2001 US-UK Double Taxation Convention, as amended by the 2002 Protocol;

VAT means value added tax imposed in any current or former member state of the European Union pursuant to Council Directive (EC) 2006/112 on the common system of value added tax, and national legislation implementing, or supplemental to, that Directive or any predecessor to it, or any similar tax which may be substituted for or levied in addition to it or any value added, sales or similar tax imposed in any country that is not a member of the European Union;

VEL Change of Control Competitor means any company operating a [***], [***], [***] or [***] business, or such company’s Holding Company;

VEL Naming Rights Competitor means any entity on Schedule 14, provided that VEL shall have the right to update such schedule on the two (2) year anniversary following the Commencement Date and once every two (2) years thereafter (each such period, an “Update”), provided further that (i) VEL may not add more than two (2) entities to Schedule 14 in any individual Update, (ii) any such Update shall include only entities of a type and nature similar to those set forth on Schedule 14 as of the date of this Agreement, and (iii) such Update shall not prohibit the continuing in force of any existing contract (including any amendment, extension or renewal thereof) or any other ongoing rights or obligations that the Licensee has with respect to any entities included in an Update as of the date of such Update;

VEL Licensee means any person or entity to which VEL has (directly or indirectly) granted a licence to operate a business principally branded under the Marks (or any of them), a list of which is available upon request;

VGLC means the company Virgin Group Loyalty Company Limited registered in England and Wales with number 11490861 whose registered office is at The VHQ, Fleming Way, Crawley, West Sussex, RH10 9DF, UK, and its successors and assigns;

Virgin Brand Identity Guidelines means the guidelines for the use of the Marks available at The Virgin Way, as the same may be amended or updated by VEL from time to time;

Virgin Ethical Procurement Guidelines means the procurement guidelines set out in Part A of Schedule 8;

Virgin Group means VEL and its Group, together with any VEL Licensee;

Virgin Marks means VEL’s trade mark applications and/or registrations and unregistered trade mark rights in respect of the Virgin Signature Logo and the word mark VIRGIN (including as the same may be updated from time to time), a list of which is available upon request;

Virgin Merchandising Guidelines means the merchandising guidelines set out in Part B of Schedule 8;

Virgin Signature Logo means the logo set out in Schedule 1;

Virgin Social Media Guidelines means the social media guidelines available at The Virgin Way, as the same may be amended or updated by VEL from time to time; and

Voting Stock means the capital stock of such entity that is at the time entitled to vote in the election of the Board of such entity.

3          LICENCE GRANT

The Licensee acknowledges that VEL: (i) has granted certain third parties rights to use the Virgin Marks and the Names outside the Territory in relation to activities the same as or similar to the Core Activities and Ancillary Activities and (ii) may (directly or indirectly) grant other parties rights to use the Virgin Marks and the Names inside (solely pursuant to Clause 5) the Territory in relation to the Core Activities and/or Ancillary Activities. The Licensee shall, without limitation to its rights hereunder (and subject to VEL using reasonable endeavours to cause its other applicable licensees to make similar efforts):

5.3          The ROFR granted in Clause 5.1 is subject to the following provisions:

then it will be deemed approved by VEL and the parties will work together to add it as a Permitted Route on terms substantially equivalent to those applicable to the existing Permitted Routes under this Agreement, and the parties will each devote such resource as is required to ensure that the arrangements are documented and executed within [***] Business Days of the date of VEL approval.

(the “Quarterly Statement”).

6.7

provided that with respect to the foregoing (a) and (b), VEL acknowledges and agrees that other third party brands (including brands of VEL Naming Rights Competitors) will be present in the same environment, to the extent not prohibited under this Agreement (e.g. Naming Rights under Clause 6.8(b), train manufacturer brands on trains, food manufacturer brands on food packaging, general commercial advertising, and transportation, tour operator and other check-in or information kiosks, including signage related to any of the foregoing), and Licensee may enter into commercial transactions for the provision of Core Activities to other companies, and such activities and the presence of such brands shall not be deemed to be a breach of this Clause 8.2;

“VIRGIN and the Virgin Signature logo are [registered] trade marks of Virgin Enterprises Limited and are used under licence”.

and in each case the Licensee will execute all standard and customary documents as may be required to effect and confirm the foregoing. Any New Brand will be subject to final approval by VEL at its reasonable discretion before being used in relation to the Licensed Activities. The Licensee will bear all costs associated with the creation of any New Brand requested by it.

All such registrations are to be undertaken by VEL in the name of VEL (other than the Social Media Names and App Names during the Term, which may be in the name of Licensee) and VEL will (without prejudice to its other rights and remedies) be entitled to recharge the Licensee for all costs of transfer or assignment of any such application and/or registration made in breach of this Clause including any legal, official and technical costs.

PROVIDED THAT:

(together, the “Anti-Bribery Requirements”).

14.3          The Licensee and VEL shall:

(together, the “Anti-Slavery Requirements”).

unless it has obtained prior written consent of VEL.

provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt will be deemed to have been received on the next Business Day. References to time in this Clause are to local time in the country of the addressee.

IN WITNESS WHEREOF this Agreement has been signed by the authorised representatives of the parties on the day and year first written above.

Signed for and on behalf of

Signed for and on behalf of

For the avoidance of doubt, the class numbers included in the table above are not intended to, and will not, amend or determine the scope of licences granted under this Agreement, the scope of which licences will be determined pursuant to the definition of “Licensed Activities”.

¹ Subject to social media name availability.

In its simplest form, a Virgin branded business contact strategy should balance common sense, Virgin Group best practice and legal / regulatory requirements to deliver meaningful, targeted marketing to a consumer audience.

The purpose of this Schedule is to provide a set of guidelines for customer and prospect contact in order to protect and grow the brand. It is acknowledged that different laws, regulations and codes apply to marketing contact and selling activities in each country where Virgin Group businesses operate, and so this Schedule focuses on providing some high level and common sense brand guidelines to be applied over and above those laws, regulations and codes.

This Schedule applies to contact with all Consumers of the Licensed Activities, being both (i) someone who has a relationship with a Virgin Group company and may have shared their personal data with that company (for marketing purposes) and (ii) someone who does not have a relationship with a Virgin Group company and has not therefore given Virgin permission to have a conversation with them or volunteered to share their data.

The following guidelines apply and are subject to the data protection provisions set out in Clauses 16 and 16.1:

Any contact with any Consumer will be conducted in a manner to:

a.          it will identify the Virgin Group company and explain the reason for contact;

This Part A of Schedule 8 will apply to the Licensee’s procurement policies and practices in respect of all products, services, materials, premises and equipment manufactured, purchased, promoted, sold or otherwise used in the course of the Licensee’s conduct of the Licensed Activities, whether or not those items or services themselves bear the Virgin Marks. The Licensee will use reasonable endeavours to ensure that any parties involved in the manufacture or supply of any relevant products for the Licensed Activities comply with all applicable local, regional, state, federal and country laws, including labour laws, child protection laws, wage and hour laws, anti-discrimination laws, environmental laws, anti-corruption laws, health and safety laws, industry standards and regulatory requirements for safety and quantity and requirements and codes of conduct applicable to labour standards and working conditions for all employees (including but not limited to those set forth by the International Labour Organisation).The Licensee will in addition use reasonable endeavours to comply with the following:-

The Licensee’s supply chain management, as it relates to the Licensed Activities, must reflect legal compliance under UK, EU and US law, as well as under the laws of the countries in which the Licensee and its suppliers operate. This includes, but is not limited to, the Modern Slavery Act and California Transparency in Supply Chains requirements (where applicable).

The Licensee will pay special attention to high risk areas in its supply chain as it relates to the Licensed Activities, including but not limited to: cotton, precious metals, gem stones, timber and tropical hardwoods, off-shoring, alcohol, palm oil, heavy metals, toxins, brominated fire retardants, child-labour/forced labour hotspots, migrant male labour (and associated sex trade) and seasonal workers. The Licensee will assess labour, community (including impact on children), environmental, corruption and brand reputation risks and will proactively engage with NGOs and other credible third parties for quality advice as the foregoing relates to the Licensed Activities. It will also consider leadership opportunities and where there is the greatest ability to positively influence change.

The Licensee will undertake the following checks for each material supplier for the Licensed Activities:

The Licensee will ensure that clear and legal lines of accountability are in place, should unacceptable activity be found within a supply chain. The Licensee will put measures in place to work with the supplier to address issues, or terminate relationships where necessary.

All significant locations used in the manufacture and supply of products, services, materials and equipment for the Licensee for use in connection with the Licensed Activities (hereafter “products”) must meet the provisions of the Ethical Trading Initiative (ETI) Base Code, and employees and managers who have direct responsibility for supply chain management will receive training on the mitigation of labour abuses, environmental standards and the impact of activities on children and local communities. The licensee should ensure that there is a programme of monitoring by independent third parties to assess labour standards at a minimum through the first and second tiers of the supply chain, where appropriate.

Products will not knowingly be sourced from any factories located in hotspots for child labour (Extreme Risk ranking on Maplecroft Child Labor Index) or slave labour (Watch List, US TIP report) unless the relevant factory actively participates, to VEL’s reasonable satisfaction, in one of the following:

The Licensee should seek to develop agreements with leaders in responsible supply chain management and will therefore look to support companies which do one or more of the following:

The Licensee should require that companies which have a record of breaches in labour standards and pollutant controls in their supply chains demonstrate significant performance improvements via third party assessments before the Licensee enters into contracts with them for the provision of services or goods for use in connection with the Licensed Activities.  Similarly, supply chains which are known to include products with high risk of egregious labour standards for inputs, including but not limited to, cotton, precious metals, gem stones, and tropical hardwoods, require the supplier to provide evidence of proactively working with sourcing communities to ensure highest labour standards.

The Licensee will ensure that any parties involved in the manufacture or supply of any relevant significant products comply with all applicable local, regional, state, federal and country laws, including labour laws, child protection laws, wage and hour laws, anti-discrimination laws, environmental laws, anti-corruption laws, health and safety laws, industry standards and regulatory requirements for safety and quality and requirements and codes of conduct applicable to labour standards and working conditions for all employees (including but not limited to those set forth by the International Labour Organization).

The Licensee should seek to procure products as they relate to the Licensed Activities that carry a certification mark related to sustainability, such as those certified by a member of Fairtrade Labelling Organizations International (FLO), the Soil Association organic certification, the Rainforest Alliance, or other appropriate standards, where they do not compromise other sustainability objectives.

Animal testing will not be used by the Licensee on any products without VEL’s prior written approval. No products related to the Licensed Activities will make use of any fur, skins, food or food ingredients of plant or animal origin (including fish) of any species specified in the International Union for Conservation of Nature (IUCN) Red List of Threatened Species. The Licensee will seek to work with sustainable producers in all catering activities, where possible. All fish and seafood used in catering will exclude high risk species as outlined in the Greenpeace Fish Guides.

All products for the Licensed Activities with significant wood components, including virgin fibre for paper, require sustainability certification (whether by the Forest Stewardship Council (FSC) or by any other certification process accepted by the Carbon Disclosure Project (CDP)).

In connection with the Licensed Activities, the Licensee will seek to minimise the use of printed publications and other printed materials where possible and, as such, will favour the use of electronic publications. However, where this is not practicable, the Licensee will require that any printing work is either registered with EMAS, certified to ISO 14001 or such party will take steps towards managing its environmental impact through other initiatives. The use of laminate and ultraviolet varnish and waxed finishes should be avoided. Paper and card should be produced using non-chlorinating bleaching methods and aim to achieve 75% post-consumer recycled content for coated paper, and 100% post-consumer waste for uncoated paper. Any virgin fibre used must be from FSC-certified sources.

Single use plastics should be avoided wherever possible in connection with the Licensed Activities. Products containing microbeads, polyethylene, polypropylene, polyethylene terephthalate or polymethyl methacrylate will not be knowingly used or sold by the Licensee in the course of their business. Packaging for products should, where possible, be made with sustainable materials and energy sources and the Licensee should seek to encourage the use of materials with reused and recycled content and support the use of products that are designed with minimal packaging and are themselves able to be reused and recycled. The use of primary, secondary and tertiary packaging should be minimised and made from materials that can be reused or recycled. The licensee should not accept products and packaging using polystyrene as this cannot be easily reused or recycled.

Any supplier of electrical or electronic products for the Licensed Activities needs to meet the standards of the European Waste Electrical and Electronic Equipment Regulations (WEEE) 2006 (as amended) and the Restriction of Hazardous Substances Directive (RoHS) or other applicable laws.

The Licensee will, as far as possible, minimise the concentration of heavy metals and brominated fire retardants in products and their packaging, and will comply with US and (if applicable) UK standards on maximum levels of heavy metals and brominated fire retardants and heavy metals including Cadmium, Hexavalent Chromium, Lead and Mercury.

Cosmetics or personal care products (creams, lotions, perfumes, etc.) must not contain ingredients on the Skin Deep High Hazard list (http://www.ewg.org/skindeep/site/about.php).

The Licensee must have in place plans for all products’ end of life, such as up-cycling, recycling, composting, and/or safe disposal of any non-usable parts in connection with the Licensed Activities.

The Virgin Group has ambitions to reach Net Zero Greenhouse Gas emissions in its operations and supply chain. The licensee will therefore seek to work with suppliers in connection with the Licensed Activities who are dedicated to significantly reducing their environmental footprint. Significant suppliers should measure and report their environmental impacts across their business operations and put in place ambitious time-bound plans to improve them. Suppliers should consider:

The Licensee will seek to work with suppliers who adopt consistent, positive business engagement with policymakers on climate issues

“Communications Plan” has the meaning given to it in paragraph 1.12(b);

“Rebranding Plan” has the meaning give to it in paragraph 1.12(a);

“Rebrand Steering Committee” has the meaning given to it in paragraph 1.2(b); and

“Rebrand Working Group” has the meaning given to it in paragraph 1.2(a).

(together with other members of the Rebrand Working Group appointed by the Licensee, the “Key Rebrand Employees”). The Licensee shall use its reasonable endeavours to employ, at the Licensee’s cost, the same individuals to work for the Licensee during the Rebrand Period and/or to ensure continuity of support should any individual cease to be employed. For the avoidance of doubt, the Key Rebrand Employees shall be the individuals primarily responsible within the Licensee for the Rebranding Process.

together with any other budgets as the Licensee may select or recommend.  The Licensee may, from time to time, and acting reasonably and having consulted with VEL on the same and taken account of any of VEL’s reasonable comments, update allocation of the rebranding budget.

(together, the “Parties” and each a “Party”)

provided that in the case of matters which fall within Clause 1.1.6.1 above, as between the Parties, no such amendment or modification shall apply for the purposes of this Deed of Covenant to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party;

(the “Guaranteed Obligations”), which obligations shall extend to any variation, amendment or supplement thereto.