Share Sale Agreement, dated as of March 27, 2018, by and among Wyndham Destination Network, LLC, certain subsidiaries of Wyndham Worldwide Corporation and Compass IV Limited

In this Agreement the provisions in this Clause 1 apply:

“ABTA Members” means (i) Wyndham Vacation Rentals (UK) Limited, a private limited company incorporated in England and Wales under registered number 00965389 and having its registered office at Spring Mill, Earby, Barnoldswick, Lancashire, BB94 0AA, (ii) JVH, and (iii) Novasol A/S, each of which are wholly owned indirect subsidiaries of the Seller;

“Accounts” means the 2016 US GAAP audited accounts for the combined businesses of the Novasol Group, Landal Group and WVR UK Group for the twelve month period ended on the Accounts Date;

“Accounts Date” means 31 December 2016;

“Actual Ring-fenced Amount” means, by reference to the agreement reached between the ATOL Holders and the Civil Aviation Authority in accordance with Clause 5.6.2, the US$ equivalent of the monthly average amount of the Cash Balance that would have been required by the Civil Aviation Authority to be held by the ATOL Holders subject to restrictions prohibiting it from being spent, distributed, loaned or released by the ATOL Holders (“Cash Restrictions”), during the 12 month period ended 31 December 2017 had such Cash Restrictions been applicable during that period. For the purposes of this calculation the monthly average shall be derived from the 12 month-ends consistent with the dates of the Management Accounts and the US$ equivalent shall be calculated applying the Conversion Rate at the Effective Time;

“Additional Actions” means the following:

“Affiliate” means, with respect to any person, any other person that controls, is controlled by or is under common control with, that first person. For the purposes of this definition, “control” means ownership, directly or indirectly, of a Controlling Interest in a person and the terms “controlled by” and “common control” shall be interpreted accordingly;

“Agreed Fixed Deduction” has the meaning given to it in paragraph 3.31 of Schedule 7;

“Agreed Terms” means, in relation to a document, such document in the terms agreed between the Seller and the Purchaser and initialled for identification by the Seller’s Lawyers and the Purchaser’s Lawyers on the date of this Agreement with such alterations as may be agreed in writing between the Seller and the Purchaser from time to time;

“Anti-Corruption Law” means:

“Applicable Law” means any (i) statute, statutory instrument, bylaw, order, directive, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal); (ii) legally binding rule, policy or guidance issued by any governmental, statutory or regulatory body; and/or (iii) legally binding industry code of conduct or guideline;

“Appointed Representative” has the meaning given in the FCA Handbook and FSMA;

“Associated Person” means, in relation to a company, a person (including any employee, agent or subsidiary) who performs (or has performed) services for or on behalf of that company;

“ATOL Holders” means (i) James Transport Limited, a private limited company incorporated in England and Wales under registered number 03642786 and having its registered office at 20/20 Business Park, St Leonards Road, Maidstone, Kent, ME16 0LS, (ii) JVH, both of which are wholly owned indirect subsidiaries of the Seller; and (iii) each subsidiary of James Transport Limited and JVH;

“Authorities” means each of ABTA Limited, the Civil Aviation Authority and the Commission for Aviation Regulation;

“Barclays Cash Pooling Arrangements” means the facilities and cash pooling arrangements operated by Barclays Bank PLC pursuant to the CAS 2000 Master Agreement, the EUR 162,000,000 CAS 2000 Overdraft Facility, the GBP 300,000,000 CAS 2000 Overdraft Facility, the USD 110,000,000 CAS 2000 Overdraft Facility, each dated 9 November 2015 on behalf of certain members of the Seller’s Group;

“Benefit Plan” means any material incentive, bonus, deferred compensation, commission, sick pay, medical, disability, retention, redundancy, change of control, equity-based compensation and other plan, policy, agreement or arrangement (whether written or oral) providing compensation or benefits to any Employee or former Employee (or to any dependant or beneficiary thereof) and includes the Group Retirement Benefit Arrangements;

“Bid Amount” means, in relation to any Shares, the amount set out against the name of the relevant Shares in column (4) of paragraph 1 of Schedule 5 and, subject to paragraph 7.1.1 of Schedule 12, in relation to all the Shares, US$1,381,000,000;

“Boat Operator Advances” means the payments of up to $100,000 per boat operator made by Wyndham Vacation Rentals (UK) Ltd or Novasol A/S to boat operators whose boats are marketed by Wyndham Vacation Rentals (UK) Ltd or Novasol A/S and their respective subsidiaries in their holiday offerings, each such payment constituting an advance payment of the relevant boat operator’s share of the revenue to be generated from holiday bookings on such boat and which is made in order to assist the boat operator’s payment of annual licence fees in connection with operating the boat;

“Brand Licence Agreements” means the long-form agreements between Wyndham Hotels and Resorts, LLC, (or its affiliate(s)) and each of the Companies, to be entered into at Closing in respect of the grant of a licence to the Companies to use the WYNDHAM VACATION RENTALS trade mark for certain purposes, and which shall be consistent with the Agreed Terms set out in the term sheet for trade mark licence agreement;

“Business Day” means a day (i) which is not a Saturday, a Sunday or a public holiday in London, UK or New York City, New York and (ii) on which TARGET2 is open for the settlement of payments in euro;

“Capital Expenditure Plan” means the Group’s capital expenditure plan for 2018 in the Agreed Terms;

“Cash Balances” means cash in hand or credited to any account with a financial institution, and cash equivalents;

“Claim” means any claim against the Seller or a Relevant Seller for breach of or under this Agreement or any Local Transfer Document excluding (i) a Tax Claim and (ii) a claim pursuant to Clause 3.4 or Schedule 12;

“Closing” means the completion of the sale of Shares pursuant to Clauses 6.1, 6.2 and 6.3 of this Agreement and any relevant Local Transfer Document;

“Closing Date” means the date on which such Closing takes place;

“Closing Statement” means the statement setting out the Working Capital, the Group Companies’ Cash Balances, the Intra-Group Financing Receivables, the Third Party Indebtedness and Intra-Group Financing Payables, to be prepared in accordance with Clause 7 and Parts 1 and 2 of Schedule 7;

“Commitment Papers” has the meaning given to it in Clause 6.6.1;

“Companies” means the companies, details of which are set out in Part 1 of Schedule 2, and “Company” means any one of them;

“Companies' Properties” means the freehold and leasehold properties owned by a Group Company which are listed in Part 1A of Schedule 3 and further details of which are set out in Schedule 3;

“Company Director” means a person who was at any time prior to Closing an officer or director of a Group Company;

“Completion Disclosure Letter” means the letter dated the Closing Date from the Relevant Sellers to the Purchaser;

“Confidentiality Agreement” means the confidentiality agreement dated 19 October 2017 between the Seller and Platinum Equity Advisors International (UK) Ltd pursuant to which the Seller made available to the Purchaser certain confidential information relating to the Group;

“Consent Employees” means those shared services employees allocated to Group Companies and listed in paragraph 2 of Part B of Schedule 4; and “Consent Employee” means any one of them;

“Controlling Interest” means, in relation to any person, any of the following:

(a) holding, directly or indirectly (including through intermediate entities), more than fifty per cent. of the issued share capital of such person; or

(b) the right to exercise, directly or indirectly (including through intermediate entities), more than fifty per cent. of the voting rights attributable to the ownership interests of such a person (through ownership of such interests or by contract); or

(c) the possession, directly or indirectly (including through intermediate entities), of the power to direct the management or policies of such a person by virtue of any powers conferred by the constitution or other document regulating such a person;

“Cyber Policy” means the cyber security insurance policy for the benefit of the Group (on terms approved by the Purchaser) to be incepted following the date of this Agreement and which may form part of a wider insurance policy for the benefit of the Group;

“Cyber Policy Premium” means the premium amount of up to US$210,000 payable by the Group in respect of the Cyber Policy;

“Danish Lease Agreement” means the lease contracts regarding Novasol A/S’ headquarters in Virum in Data Room folders VDR 3.6.1.5.38 and 3.6.1.5.39;

“Danske Bank Cash Pooling Arrangement” means the facilities and cash pooling arrangements operated by Danske Bank A/S on behalf of certain members of the Seller’s Group pursuant to the cash pool agreements signed by Danske Bank A/S on 21 November 2016;

“Data Protection Legislation” means any legislation in force from time to time which implements the European Community’s Directive 95/46/EC, the Privacy and Electronic Communications Directive (2002/58/EC), the Data Protection (Processing of Sensitive Personal Data) Order 2000, or the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003), each as amended or re-enacted, or which implements any other current or future legal act of the European Union or the United Kingdom concerning the protection and processing of personal data, as applicable;

“Data Room” means the electronic data room hosted by Intralinks (Intralinks identification number ###-###-####), containing documents and information relating to the Group made, as at 07.00 EST on 2 February 2018, an index of which is appended to the confirmation letter provided by Intralinks dated 2 February 2018 attached as Annex 1 and contained on the USB flash drive produced by Intralinks;

“Delivery Time” has the meaning given to it in paragraph 3.2.2 of Part 1 of Schedule 7;

“Designated Member State” means Spain, France, Sweden, Germany, Netherlands, Austria, Switzerland, Czech Republic, Poland and Croatia;

“Disclosure Letter” means the letter dated 15 February 2018 from the Relevant Sellers to the Purchaser;

“Draft Closing Statement” has the meaning given to it in Clause 7.1;

“Draft TSA Schedule” means the version of schedules 1 and 2 to the Transitional Services Agreement in their draft form on the date of this Agreement;

“Equity Commitment Letter” has the meaning given to it in Clause 16.3.5;

“Effective Time” means (i) immediately prior to Closing on the Closing Date if Closing takes place on the first day of a calendar month or (ii) if Closing takes place on a day that is not the first day of a calendar month: (a) 00.01 on the first day of the calendar month in which the Closing Date falls if the Closing Date is a date in April or July or (b) 23.59 on the last day of the calendar month immediately preceding the Closing Date if the Closing Date is a date in May or June;

“Employees” means the Relevant Employees, the Consent Employees and the employees of the Group Companies from time to time and “Employee” means any one of them;

“Employment Taxes” means all national insurance contributions, apprenticeship levy and sums payable to a Tax Authority under the PAYE system or a similar regime, and any amounts of a corresponding nature including any social security, social fund, or similar contributions;

“Encumbrance” means any claim, charge, mortgage, lien, option, equitable right, power of sale, pledge, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other third party rights or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“Estimated Cash” means the Seller’s reasonable estimate, prepared in good faith, of the Group Companies’ Cash Balances, to be notified by the Seller to the Purchaser pursuant to Clause 6.4;

“Estimated Intra-Group Financing Payables” means the Seller’s reasonable estimate, prepared in good faith, of the Intra-Group Financing Payables, to be notified by the Seller to the Purchaser pursuant to Clause 6.4;

“Estimated Intra-Group Financing Receivables” means the Seller’s reasonable estimate, prepared in good faith, of the Intra-Group Financing Receivables, to be notified by the Seller to the Purchaser pursuant to Clause 6.4;

“Estimated Third Party Indebtedness” means the Seller’s reasonable estimate, prepared in good faith, of the Third Party Indebtedness, to be notified by the Seller to the Purchaser pursuant to Clause 6.4;

“Estimated Working Capital” means the Seller’s reasonable estimate, prepared in good faith, of the Working Capital, to be notified by the Seller to the Purchaser pursuant to Clause 6.4;

“Estimated Working Capital Adjustment” means the amount by which the Estimated Working Capital is greater than (or less negative than) the Target Working Capital (in which case it will be added to the Bid Amount for the purposes of Clause 6.3.1) or by which it is less than (or more negative than) the Target Working Capital (in which case it will be deducted from the Bid Amount for the purposes of Clause 6.3.1), to be notified by the Seller to the Purchaser pursuant to Clause 6.4;

“EU” means the European Union;

“Event” includes any transaction, circumstance, state of affairs, act, event, arrangement, provision or omission of whatever nature;

“Fairly Disclosed” means fairly disclosed pursuant to Clause 9.2 or the Disclosure Letter or (in respect of a Claim under Clause 9.3.1 only) the Completion Disclosure Letter, with sufficient detail to enable an informed and sophisticated purchaser, which has experience of buying and selling companies and businesses (including in the vacation rentals, leisure parks and related sectors) and which has taken professional advice to identify the nature and scope of the matter disclosed. Where reference is made to a document or a particular part of a document but the document or the particular part of a document has not been provided to the Purchaser (including in the Data Room or annexed to the Disclosure Letter), such reference and document or particular part of a document, shall not be deemed to have been fairly disclosed to the Purchaser;

“FCA” means the UK Financial Conduct Authority;

“FCA Handbook” means the FCA’s handbook of rules and guidance as amended form time to time;

“Final Payment Date” means 10 Business Days after the date on which the process described in paragraph 4 of Part 1 of Schedule 7 for the preparation of the Closing Statement is complete;

“Foreign Exchange Hedges” means the foreign currency hedging positions entered into by Wyndham Worldwide Corporation on behalf of JVH;

“FSMA” means the Financial Services and Markets Act 2000 (as amended);

“GDPR” means the General Data Protection Regulation 2016/679;

“German GAAP” means the generally accepted accounting principles as set out in the German Commercial Code (§317 Handelsgesetzbuch “HGB”) for companies in Germany;

“Governmental Entity” means any supra national, national, state, municipal or local government (including any subdivision, court, administrative, governmental, supervisory, regulatory, judicial, determinative or disciplinary agency, body, authority, board, department, tribunal or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, including the European Union;

“Group” means the Group Companies taken as a whole;

“Group Companies” means the Companies and the Subsidiaries and “Group Company” means any one of them;

“Group Companies’ Cash Balances” means the aggregate amount of the Cash Balances held by or on behalf of the Group Companies as at the Effective Time, calculated in accordance with paragraphs 2 and 3 of Part 1 of Schedule 7 as set out in the Closing Statement including, for the avoidance of doubt, those items required to be included in accordance with paragraphs 2 and 3 of Part 1 of Schedule 7, but excluding any item included in calculating the Third Party Indebtedness and the Intra-Group Financing Receivables;

“Group Retirement Benefit Arrangements” has the meaning given to it in paragraph 7.6.1 of Schedule 8;

“Group Tax Arrangement” means any arrangements or procedures, where the Tax affairs of any Group Company can be voluntarily managed (wholly or partly) on a group basis or income, profits or gains can be reallocated or readjusted between group companies;

“High Estimated Ring-fenced Amount” means the USD equivalent as at the Effective Time of £23,100,000;

“Historic UK DB Plan” means the TUI UK pension scheme, a defined benefit pension scheme under which certain employees of the WVR UK Group may remain eligible for a deferred or pensioner member entitlements following the acquisition of Vacation Rental Group Holdings Limited from Thomson Travel Group (Holdings) Limited on 16 January 2001;

“Intellectual Property Rights” means trade marks, service marks, rights in trade names, business names, logos or get-up, patents, invention disclosure statements and invention certificates, all inventions, registered and unregistered design rights, copyrights (including in software), moral rights and the benefit of waivers of moral rights and consent not to enforce moral rights, database rights, know-how and trade secrets, rights in domain names and URLs and social media accounts or identifiers, rights to sue for passing off and in unfair competition, and all other similar rights in any part of the world whether registered or unregistered, statutory or common law, and including any applications to register any of the foregoing and the right to bring suit, pursue past, current and future violations, infringements, or misappropriations, and collections;

“Intra-Group Financing Payables” means all outstanding loans or other financing liabilities or obligations owed (and, for the avoidance of doubt, including amounts owed pursuant to any Group Tax Arrangement) by a Group Company to a member of the Seller’s Group (other than a Group Company) as at the Effective Time, and calculated in accordance with paragraphs 2 and 3 of Part 1 of Schedule 7 and as set out in the Closing Statement, including any dividends or distributions declared but unpaid as at the Effective Time, but excluding any item which is included in calculating the Group Companies’ Cash Balances, the Intra-Group Trading Payables or the Third Party Indebtedness (and for the avoidance of doubt, a net liability shall be expressed as a positive number);

“Intra-Group Financing Receivables” means all outstanding loans or other financing liabilities or obligations owed (and, for the avoidance of doubt, including amounts owed pursuant to any Group Tax Arrangement) by a member of the Seller’s Group (other than a Group Company) to a Group Company as at the Effective Time and calculated in accordance with paragraphs 2 and 3 of Part 1 of Schedule 7 and as set out in the Closing Statement, but excluding any item which is included in calculating the Group Companies’ Cash Balances, the Intra-Group Trading Receivables or the Third Party Indebtedness;

“Intra-Group Trading Payables” means all outstanding amounts owed by a Group Company to a member of the Seller’s Group (other than a Group Company) as at the Effective Time and calculated in accordance with paragraphs 2 and 3 of Part 1 of Schedule 7 and as set out in the Closing Statement, but excluding any item which is included in Intra-Group Financing Payables;

“Intra-Group Trading Receivables” means all outstanding amounts owed by a member of the Seller’s Group (other than a Group Company) to a Group Company as at the Effective Time and calculated in accordance with paragraphs 2 and 3 of Part 1 of Schedule 7 and as set out in the Closing Statement, but excluding any item which is included in Intra-Group Financing Receivables;

“IP Assignment Agreements” means the three deeds of assignment to be entered into between Wyndham Destination Network, LLC, and the relevant Companies in respect of certain data analytics software applications;

“ISDA” means International Swaps and Derivatives Association;

“Italian Withholding Liability” means any liability that arises in consequence of Novasol A/S and/or Wimdu GmbH having underpaid Tax to the Italian tax authority in respect of the obligation to withhold from amounts payable to homeowners of Italian properties, as disclosed against warranty 13.1.5 in the Disclosure Letter;

“JVH” means James Villa Holidays Limited, a private limited company incorporated in England and Wales under registered number 03643374, and having its registered office at 20/20 Business Park, St Leonards Road, Maidstone, Kent, ME16 0LS;

“JVH Group” has the meaning given to it in paragraph 7.1 of Schedule 12;

“Landal Group” means Vacation Rental B.V. and each Group Company which is a subsidiary of Vacation Rental B.V. (taken as a whole);

“Leakage” means any of the following:

in each case, other than Permitted Leakage;

“Local Transfer Document” has the meaning given to it in Clause 2.5.1;

“Long Stop Date” means 2 July 2018;

“Losses” means all losses, liabilities, damages, reasonably incurred costs (including reasonable legal costs and experts’ and consultants’ fees), charges, Taxes, reasonably incurred expenses, actions, proceedings, claims and demands;

“Low Estimated Ring-fenced Amount” means the USD equivalent as at the Effective Time of £16,200,000;

“LTIP” means the Wyndham Worldwide Group 2006 Equity and Incentive Plan (restated as of February 27, 2014;

“Migration Plan” means the plan detailing the agreed process and timing for the migration of operational responsibility for the Services from the Seller to the Purchaser and the Group, including a breakdown of the respective parties’ responsibilities in respect of such process, as agreed by the parties in accordance with Clause 5.7.10;

“Monarch Group” means Monarch Airlines Ltd., Monarch Holidays Ltd., First Aviation Ltd., Avro Ltd., Somewhere2stay Ltd., Monarch Travel Group Ltd. and any of their subsidiaries and parent undertakings;

“New Contract” has the meaning given in Clause 5.7.3;

“New Wyndham Home Exchange Agreement” means the agreement to be entered into on substantially the same terms as the Wyndham Home Exchange Agreement;

“Nominated Entity” has the meaning given to it in Clause 5.8.2;

“Notified UK Group Relief Amount” means the amount that the Seller notifies the Purchaser in writing not less than 15 Business Days prior to Closing as being the amount of available UK group relief that the relevant member of the Seller’s Group intends to surrender to the relevant Group Company pursuant to the provisions of Part 5 of the Corporation Tax Act 2010, as contemplated by paragraph 3.20.2 of Schedule 7.

“Notified UK Group Tax Arrangement Amount” means the amount that the Seller notifies the Purchaser in writing not less than 15 Business Days prior to Closing that will be apportioned to the Group Companies to set-off against any UK corporation tax liability of the relevant Group Company or Group Companies pursuant to the Group Tax Arrangement as contemplated by paragraph 3.20.2 of Schedule 7.

“Novasol Group” means Novasol A/S and each Group Company which is a subsidiary of Novasol A/S together with Vacation Rental SARL and Wyndham Worldwide (Switzerland) GmbH (taken as a whole);

“Novasol VAT Liability” means any liability that arises in consequence of, or in connection with, Novasol A/S underpaying or not accounting for VAT in a Designated Member State on its supplies of holiday homes located in a Designated Member State, in respect of any Event occurring on or before Closing;

“One-Off Costs” has the meaning given in Clause 5.7.3A;

“Outstanding Pre-Sale Re-Organisation Steps” means restructuring steps 10, 11, 19, 20, 21 and 30 set out in the Pre-Sale Re-Organisation Steps Plan together with any other steps set out in the Pre-Sale Re-Organisation Steps Plan that have not been completed by the date of this Agreement;

“Park Developer Loans” means loans up to the value of $250,000 each provided from time to time by Wyndham Vacation Rentals (UK) Ltd to the developers of parks for which Wyndham Vacation Rentals (UK) Ltd and its subsidiaries provide marketing and/or bookings services on

an agency basis, and which are to be used for the purpose of acquiring additional units or carrying out improvements to such parks;

“Permitted Leakage” means any of the following:

provided that the settlement of any amount included in Intra-Group Financing Payables or Intra-Group Financing Receivables, or the lending of any amounts by a Group Company to the Seller Group, shall under no circumstances constitute Permitted Leakage;

“Pre-Closing Event” means any matter, cause or event occurring on or before Closing;

"Pre-Sale Re-Organisation" means consummation of the transactions as set out in the Pre-Sale Re-Organisation Steps Plan;

“Pre-Sale Re-Organisation Steps Plan” means the steps plan dated 8 February 2018 and prepared by Deloitte LLP in connection with certain restructuring steps relating to the Group Companies;

“Properties” means the Companies’ Properties, and “Property” means any one of them;

“Purchase Price” has the meaning set out in Clause 3.1;

“Purchaser Director” means a person who was at any time prior to Closing an officer or director of the Purchaser;

“Purchaser’s Group” means the Purchaser and its subsidiaries from time to time, including, after the Closing, the Group Companies;

“Purchaser’s Lawyers” means Latham & Watkins (London) LLP of 99 Bishopsgate, London EC2M 3XF;

“RCI Redundancy” means the enhanced redundancy payments offered to employees of RCI Europe as outlined in document 1.9.4.8.2 in the Data Room;

“Recurring Costs” means the annualised costs (including fixed rate charges, commission and cost across all users / volumes);

“Regulated Companies” means the ATOL Holders and the ABTA Members;

“Relevant Employees” means those shared services employees allocated to Group Companies and listed in paragraph 2 of Part A of Schedule 4; and “Relevant Employee” means any one of them;

“Relevant Governmental Entity” means (i) the European Commission, (ii) any Governmental Entity to whom the Transaction is referred to by the European Commission pursuant to Clause 4.1.1(b) and (iii) the FCA;

“Reporting Accountants” means an accounting firm of international repute as agreed by the Seller and the Purchaser or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, such other firm of accountants to be agreed by the Seller and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing such agreement to be nominated on the application of either of them by or on behalf of the Institute of Chartered Accountants in England and Wales;

“Restrictive Covenant Claim” means any claim against the Seller or a Relevant Seller for a breach of Clause 12;

“Rewards Agreements” means the long-form agreements between members of the Seller’s Group and each of the Companies, to be entered into at Closing in respect of the operation and administration of the Wyndham rewards program by the Seller’s Group on behalf of the Company, which shall be consistent with the Agreed Terms set out in the term sheet for the rewards agreement;

“Ring-fenced Amount Notice” has the meaning given to it in Clause 7.6.1;

“Sanctions Laws” means any applicable export control, trade, or economic sanctions laws and regulations of the United States, the United Nations Security Council, the United Kingdom, the European Union (including any Member State thereof), or any other State in which a relevant Group Company operates;

“Sanctioned Person” means, at any time, (i) any person listed in any Sanctions Laws-related list of designated persons maintained the United States (including, without limitation, the Office of Foreign Assets Control’s List of “Specially Designated Nationals”), the United Nations Security Council, the United Kingdom (including the Consolidated List of Financial Sanctions Targets), or the European Union or any Member State thereof (including the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions), or any similar list maintained by a Sanctions authority in any other state in which a relevant Group Company operates; or (ii) any person 50 percent or more owned or controlled by any of the foregoing;

“Sanctioned Territory” means, at any time, a country or territory that is the target of Sanctions Laws (presently, Iran, Cuba, North Korea, Syria, and the Crimea Region of Ukraine);

“Seller’s Group” means Wyndham Worldwide Corporation and its subsidiaries from time to time (excluding (i) (for the purposes of the definitions of Intra-Group Financing Payables, Intra-Group Financing Receivables and Third Party Indebtedness and Clause 8.3.6) the Group Companies and (ii) after Closing, the Group Companies);

Seller’s Group Director” means a person who was at any time prior to Closing an officer or director of any member of the Seller’s Group;

“Seller’s Group Insurance Policies” means all insurance policies, other than Target Group Insurance Policies, maintained by the Seller or any member of the Seller’s Group in relation to the Group or under which, immediately prior to Closing, any Group Company is entitled to any benefit, and “Seller’s Group Insurance Policy” means any one of them;

“Seller’s Lawyers” means Kirkland & Ellis International LLP;

“Sellers’ Warranties” means the warranties given by the Seller and the Relevant Sellers pursuant to Clause 9.1 and Schedule 8 and “Sellers’ Warranty” means any one of them;

“Sellers’ Warranty Claim” means any claim against the Seller or a Relevant Seller for breach of the Sellers’ Warranties (excluding the Tax Warranties);

“Senior Employee” means any employee listed in Schedule 10;

“Separation” means the complete operational separation of the businesses of the Group Companies from that of the Seller’s Group (excluding the Group), including the migration of operational responsibility for the Services from the Seller to the Purchaser and/or the Group (as appropriate);

“Services” means the services to be provided or procured (as appropriate) by the Seller and the Purchaser under the Transitional Services Agreement;

“SevenVentures” means SevenVentures GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under registration number HRB 177742;

“SevenVentures Exit Participation Agreement” means the exit participation agreement dated 21 January 2016 between SevenVentures GmbH and Wimdu GmbH;

“SevenVentures Rights” means:

“Shared Contract” means any contract, licence or agreement (excluding any guarantee granted by the Seller (or another member of the Seller’s Group) under any contract, licence or agreement under which the Seller or a member of the Seller’s Group has guaranteed the performance of the obligations of any Group Company) entered into between: (i) the Seller, or any member of the Seller’s Group (other than the Group), and one or more third parties, that relates to, or under which the rights of the Seller or any member of the Seller’s Group (other than the Group) are exercised for the benefit of one or more Group Companies; and (ii) any agreements between the Seller’s Group (excluding the Group) and the Group, including those listed in the shared contract list in Agreed Terms;

“Share Seller” means, in relation to each of the Companies referred to in column (2) of Part 1 of Schedule 1, the company whose name is set out opposite that Company in column (1);

“Shares” means the shares in the capital of the Companies and any quotas specified in Part 1 of Schedule 1;

“Signing Protocol” means the signing protocol among the Relevant Sellers, the Purchaser and Landal GreenParks Holding B.V. dated 15 February 2018;

“Subsidiaries” means the companies listed in Part 2 of Schedule 2 together with any other subsidiaries of the Companies and “Subsidiary” means any one of them;

“Surviving Clauses” means Clauses 1, 13, 14 and 16.2 to 16.16 (inclusive) and “Surviving Clause” means any one of them;

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007;

“Target Group Insurance Policies” means all insurance policies held exclusively by and for the benefit of the Group Companies and “Target Group Insurance Policy” means any one of them;

“Target Working Capital” means the USD equivalent of the sum of negative €115,000,000 and negative £50,000,000, subject to paragraph 7.1.2 of Schedule 12, in each case translated at the Conversion Rate (as defined in Clause 1.14) as at the Effective Time;

“Taxation” or “Tax” means all forms of taxation (other than deferred tax) and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise imposed or collected by a Tax Authority (whether directly or primarily chargeable against a Group Company or another person, and all penalties and interest relating thereto);

“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;

“Tax Claim” means a claim against the Seller or a Relevant Seller in respect of a Tax Deed Claim or for breach of any of the Tax Warranties;  

“Tax Deed Claim” means a claim by the Purchaser under clause 2 of the Tax Indemnity;

“Tax Indemnity” means the tax deed of covenant in the Agreed Terms to be entered into between the Share Sellers and the Purchaser at Closing;

“Tax Warranties” means the warranties contained in Paragraph 13 of Schedule 8;

“Term Sheets” means each of the term sheets for the Brand Licence Agreements and the Rewards Agreements in the Agreed Terms;

“Third Party Indebtedness” means the aggregate amount as at the Effective Time of all outstanding indebtedness owed by the Group Companies to any third party, calculated in accordance with paragraphs 2 and 3 of Part 1 of Schedule 7 and as set out in the Closing Statement including, for the avoidance of doubt, those items required to be included in Third Party Indebtedness pursuant to Schedule 7, also including the Agreed Fixed Deduction, (expressed as a positive number) less any indebtedness owed by any third party to any Group Company as

calculated in accordance with paragraphs 2 and 3 of Part 1 of Schedule 7 and as set out in the Closing Statement (but excluding any item included in calculating Group Companies’ Cash Balances or the Intra-Group Financing Payables or Intra-Group Financing Receivables), and, for the purposes of this definition, third party shall exclude any member of the Seller’s Group (and for the avoidance of doubt, a net liability shall be expressed as a positive number);

“Title or Capacity Warranties” means the warranties set out in paragraphs 1.1.1 to 1.1.6 (inclusive) and paragraph 15 of Schedule 8 and “Title or Capacity Warranty” means any one of them;

“Transaction” has the meaning given to it in Clause 4.1.1;

“Transaction Documents” means this Agreement, the Disclosure Letter, the Equity Commitment Letter, the Signing Protocol, the Transitional Services Agreement, the Brand Licence Agreements, the Rewards Agreements and the Tax Indemnity and all documents entered into pursuant to this Agreement (including any Local Transfer Documents) and “Transaction Document” means any one of them;

“Transitional Services Agreement” means the agreement between the Seller and the Purchaser, in the Agreed Terms, to be entered into at Closing in respect of the provision of certain services by the Seller’s Group to the Group and by the Group to the Seller’s Group;

“Trapped Cash” means any Cash Balances that (a) cannot be, within two Business Days, freely and lawfully distributed or lent by a Group Company to the Purchaser (b) represent any withholdings, currency conversion costs, Taxes, expenses or charges (“Trapped Cash Expense”) that would be incurred on the repatriation if repatriated immediately to the Purchaser, and for the purpose of determining if such costs would arise, the relevant Group Company shall be treated as repatriating Cash Balances to the Purchaser, to the extent lawful, in a way that provides for the lowest amount of Trapped Cash Expense (which for the avoidance of doubt can involve money being transferred first to other members of the Purchaser’s Group if to do so would result in the lowest amount of Trapped Cash Expense) (provided that any withholdings, costs, Taxes, expenses or charges incurred in respect of such transfer are taken into account in the quantification of such amount), (c) is required to be held as collateral or escrowed funds as a result of Law or contract or otherwise, (d) form part of a Cash Solution under Schedule 12, or (e) is not available for free use by the Group Companies for any purpose and without restriction, provided in all cases Trapped Cash shall not include (i) cash held by the ATOL Holders pursuant to regulatory requirements to which they are or may be subject under their ATOL licences including, for the avoidance of doubt, all cash required to be held pursuant to Clause 6.4.5; (ii) cash required to be held by any Group Company in accordance with the terms of Clause 5.1.2(k) unless it otherwise qualifies as Trapped Cash pursuant to any of limbs (a) to (e) above; (iii) operating cash held in cash registers and vaults within parks within the Landal Group; (iv) cash in transit or due from credit card companies; or (v) the amounts held in escrow for the Seller of Dayz ApS in accordance with paragraph 3.11 of Schedule 7.

“TSA Manager” has the meaning given to it in Clause 5.7.5;

“TSA Pass-Through Period” has the meaning given in Clause 5.7.3(e)(ii);

“TSA Service Schedules” means Schedule 1 and Schedule 2 to the Transitional Services Agreement, when agreed;

“UK DB Plan” means the Hoseasons Pension Scheme (being the occupational pension scheme established by Wyndham Vacation Rentals (UK) Limited and now governed by a Definitive Trust Deed and Rules dated 14 May 2013);

“US GAAP” means the generally accepted accounting principles in the United States of America, including standards and interpretation issued or adopted by the Financial Accounting Standards Board;

“USD LIBOR” means the display rate per annum of the offered quotation for deposits in US dollars for a period of one month which appears on the appropriate page of the Reuters screen (or such other page as the parties may agree) at or about 11 a.m. London time on the date on which payment of the sum under this Agreement was due but not paid;

“VAT” means within the European Union such tax as may be levied in accordance with (but subject to derogations from) Council Directive 2006/112/EC and outside the European Union any other tax of a similar nature;

“VAT Claim” means a Tax Claim in respect of VAT;

“VDD Reports” means (i) the legal due diligence report dated 17 November 2017 prepared by Dechert LLP, Houthoff Coöperatief U.A. and Gorrissen Federspiel; (ii) volumes I (WVREU Group), II (UK Group) , III (Novasol Group) and IV (Landal Group) of the commercial, tax, financial and pensions due diligence report dated 24 November 2017 prepared by Deloitte LLP and (iii) the environmental due diligence report dated 26 October 2017 and associated soil investigation reports each prepared by Royal HaskoningDHV and contained in folder 2.16 of the Data Room;

“Veeve Loan Notes” means the unsecured fixed rate convertible loan notes constituted and issued by Unique Ventures Holdings Limited under a loan note instrument dated 17 November 2016 loan notes;

“Wimdu Accounts” means the audited accounts of Wimdu GmbH for the twelve month period ended on the Accounts Date;

“Wimdu Assignment Agreement” means the assignment agreement dated 17 January 2018 between Pointlux S.à r.l. and Wyndham Worldwide (Switzerland) GmbH in relation to the share purchase and transfer agreement dated 25 November 2016 between, amongst others, Pointlux S.à r.l. (as purchaser) and 9flats.com PTE Ltd (as seller) in respect of the acquisition of Wimdu GmbH;

“Wimdu Host Information Penalty” means the penalty for €250,000 issued by the German Tax Authority to Wimdu GmbH in respect of the provision of host information, as disclosed at paragraph 13.1.6 of the Disclosure Letter;

“Working Capital” means the aggregate amount of current assets less the aggregate amount of liabilities of the Group Companies as at the Effective Time, calculated in accordance with paragraphs 2 and 3 of Part 1 of Schedule 7 and as set out in the Closing Statement, but excluding any item included in calculating Group Companies’ Cash Balances, Intra-Group Financing Payables, Intra-Group Financing Receivables or Third Party Indebtedness;

“Working Capital Adjustment” means the amount by which the Working Capital exceeds (or is less negative than) the Target Working Capital (which amount shall be added to the Bid Amount for the purposes of Clause 3.1), or the amount by which the Working Capital is less than (or

more negative than) the Target Working Capital (which amount shall be deducted from the Bid Amount for the purposes of Clause 3.1);

“WVR UK Group” means Hoseasons Holidays Limited and each Group Company which is a subsidiary of Hoseasons Holidays Limited together with Resort Proserve SA, Welcome Holidays Limited and Welcome Holidays GmbH (taken as a whole);

“Wyndham Home Exchange Agreement” means the agreement between The Hoseasons Group Ltd and RCI Europe (Points) Ltd relating to the administration of, and enrolments into the holiday exchange program run by RCI Europe (Points) Ltd and pursuant to which property owners represented by The Hoseasons Group Limited may exchange weeks at their property and benefit from access to such exchange programs;

“Wyndham Redundancy Benefit” means a payment due on termination of employment to which an individual claims he is (or if the individual is deemed to be) entitled, only as a result of the arrangements as described in the summary attached to the email from Emma Byford of Dechert LLP to Catherine Drinnan of the Purchaser’s Lawyers on 12 February 2018 at 20.13 GMT; and

“Wyndham Names and Marks” means the trade or service marks, trade or service names or logos, and domain names that include the names ‘WYNDHAM’, ‘RCI’ or derivatives thereof (including ‘WYN’).

The Seller and the Relevant Sellers agree that where any right is given to the Seller under this Agreement, such right shall be exercisable exclusively by the Seller and any such exercise shall be binding on the Relevant Sellers.

Each Relevant Seller shall only have rights and liabilities (including in relation to payment) under or in relation to a breach of this Agreement or the Tax Indemnity:

References to shares shall include, where relevant, quotas.

References to one gender include all genders and references to the singular include the plural and vice versa.

References to:

A company is a “subsidiary” of another company (its “holding company”) if that other company, directly or indirectly, through one or more subsidiaries:

References to “the Purchaser is aware” or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of any of Malik Vorderwuelbecke, Michael Rawcliffe, Bernard Vercruyssen, Louis Samson and Olle Lundqvist.

References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

References to this Agreement, or to a provision in this Agreement, shall be construed as a reference to this Agreement or that provision as amended, supplemented, modified, restated or novated from time to time in accordance with this Agreement.

References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

References to any English legal term shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction.

The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.

For the purposes of applying a reference to a monetary sum expressed in US dollars, an amount in a different currency shall be deemed to be an amount in US dollars translated at the Conversion Rate on the Relevant Date.

Any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount at the Conversion Rate prevailing at the Relevant Date. For the purposes of this Clause:

“Conversion Rate” means the spot closing mid-point rate for a transaction between the two currencies in question on the Business Day immediately preceding the Relevant Date as quoted by the Financial Times, London edition or, if no such rate is quoted on that date, on the preceding date on which such rates are quoted;

“Relevant Date” means, save as otherwise provided in this Agreement, the date on which a payment or an assessment is to be made, save that, for the following purposes, the date shall mean:

On and subject to the terms of this Agreement and the Local Transfer Documents:

the Shares.

plus

minus

provided that such amount may not exceed an amount equal to the Actual Ring-fenced Amount;

plus or minus

The Purchase Price shall be paid by the Purchaser to the Relevant Sellers by way of cash payments pursuant to Clauses 6.3, 7.3 and 7.6.

The Purchase Price shall be allocated in accordance with Schedule 5.

The sale and purchase of the Group is conditional upon satisfaction of the following conditions:

4.1.1    

To the extent that the proposed acquisition of all or any of the Shares (the “Transaction”) either constitutes (or is deemed to constitute under Article 4(5)) a concentration falling within the scope of Council Regulation (EC) 139/2004 (as amended) (the “Regulation”) or is to be examined by the European Commission as a result of a decision under Article 22(3) of the Regulation:

agreement, order or otherwise the sale, divestiture, licence, or disposition of any necessary assets or businesses of the Group following Closing, in each case where reasonably necessary to ensure that the conditions in Clause 4.1.1 and 4.1.2 are satisfied as soon as practicable and in any event prior to the Long Stop Date.

on a basis substantially consistent with past practice, save any act, filing or expense (a) required in order to implement the Pre-Sale Re-Organisation Steps Plan or (b) with the prior written consent of the Purchaser.

the amounts required to be held pursuant to Clause 6.4.5 and Schedule 12 at Closing;

applied “Business Principles” or other terms set out in any employee handbook or manual); or

Clause 5.1 and Clause 8.1.1 shall not operate so as to prevent or restrict:

provided, in each case, that the Seller shall notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this Clause 5.2 and shall provide to the Purchaser all such information as the Purchaser may reasonably request.

Without prejudice to the generality of Clause 5.1.1, between the date of this Agreement and Closing:

Provided that such co-operation does not materially and adversely affect the business of any Group Company, and provided further that nothing in this Clause 5.4 will require any Group Company to incur any liability prior to Closing or to take any action which may prejudice the Relevant Sellers' rights or position under this Agreement or which may adversely affect any of the Relevant Sellers, the Seller and the Relevant Sellers shall, and shall cause each of the Group Companies (and such senior employees and management of the Group as the Purchaser may reasonably request, including those responsible for controlling treasury, legal and compliance functions) to provide such cooperation (including with respect to timeliness) between date hereof and Closing as is reasonably necessary in connection with the Purchaser’s financing arrangements to be entered into in connection with the transactions contemplated in this Agreement and/or otherwise for the ongoing financing requirements of the Group (the "Financing"), as may be reasonably requested by or on behalf of the Purchaser upon reasonable notice and at such times and locations as the Purchaser may reasonably advise, including in particular (but without limitation):

The Purchaser shall, upon request of the Seller, reimburse the relevant member of the Seller’s Group for any and all costs incurred by such member of the Seller’s Group in connection with the co-operation as set out in this Clause 5.4.

Without prejudice to the generality of Clause 5.1.1, prior to Closing the Relevant Sellers shall, and shall procure that the relevant Group Companies shall:

out in Clause 5.5.4 as soon as possible and in any event no later than the relevant deadlines specified in Clause 5.5.4.

5.7.3A    All costs which are not Recurring Costs (“One-Off Costs”) under or in relation to a New     Contract (including alternative replacement arrangements under Clause 5.7.3(h) above) and     that are incurred by the Purchaser or the Group as a result of the need to enter into a New     Contract (or alternative replacement arrangements under Clause 5.7.3(h)) as a result of the     Transaction, shall be paid by the Seller on demand.

The Seller will or will procure that on or around the Effective Time: (i) any awards held under the LTIP by Employees (the “LTIP Awards”) will vest in full; (ii) subject to sub-paragraph (iii), those LTIP Awards will be settled in shares (the “Award Shares”); and (iii) in respect of each such Employee, a number of Award Shares whose aggregate value is equal to the income or withholding taxes and employee’s national insurance or social security contributions arising on vesting or settlement of such Employee’s LTIP Award (such value being the “LTIP Tax Liability”) will be withheld from the Award Shares to be transferred to such Employee.

Closing shall take place at the London offices of Kirkland & Ellis International LLP or such other location as may be agreed between the Purchaser and the Seller on the earliest date that is the 1st Business Day of the month (being a month after April 2018) that falls at least five Business Days following notification of the fulfilment or waiver of the conditions set out in Clause 4.1, or at such other location, time or date as may be agreed between the Purchaser and the Seller; provided that the Seller in its sole discretion may, if the Seller has a reasonable belief that postponing Closing may reduce the Group’s post-Closing collateral requirements as described in Schedule 12, postpone Closing to the 1st Business Day of a later month (prior to the Long Stop Date) by serving notice in writing on the Purchaser at least 5 Business Days before the date on which Closing was expected to take place in accordance with this Clause 6.1, postponing Closing to that later date.

On Closing, or before Closing with effect as of Closing, the parties shall comply with their respective obligations specified in Part 2 of Schedule 6 in relation to the Group Companies. The Seller may waive some or all of the obligations of the Purchaser as set out in Schedule 6 and the Purchaser may waive some or all of the obligations of the Seller or the Relevant Sellers as set out in Schedule 6.

plus

minus

provided that such amount may not exceed an amount equal to the Actual Ring-fenced Amount;

plus or minus

together with reasonable supporting information for the calculation of the items set out in this Clause 6.4.1, for the Purchaser’s review for obvious error or mis-statement.

In addition, if there is a reasonable expectation that Closing may take place the next calendar month, the Seller shall provide the Purchaser with informal estimates of the amounts referred to under (a) to (f), 15 Business Days prior to the expected Closing Date.

notice is served. Save as aforesaid or as otherwise provided, neither the Relevant Sellers nor the Purchaser shall have any right to terminate or rescind this Agreement.

The Purchaser shall procure that following Closing there shall be drawn up a draft of the Closing Statement (the “Draft Closing Statement’’) in accordance with Part 1 of Schedule 7 in relation to the Group Companies.

fenced Amount divided by 0.9 (provided that such amount may not exceed an amount equal to the Actual Ring-fenced Amount), less the Low Estimated Ring-fenced Amount.

Notwithstanding Closing:

from the relevant individual to the new purpose or it is otherwise compliant with Data Protection Legislation.

adviser against a Group Company pursuant to applicable terms of engagement or otherwise.

The Seller confirms that upon Closing, no member of the Group shall have any liability or owe any amount to or in respect of (including under any guarantee or indemnity) such Seller or any other member of the Seller’s Group and that neither it nor any member of the Seller’s Group has any claim or right of action of any kind whatsoever against any Group Company or any of its directors or employees and to the extent that any such claim or right of action exists or may exist, the Seller hereby irrevocably waives any and all such claims and rights of action (also on behalf of the other members of the Seller’s Group), other than this Agreement or any other Transaction Document and the Transitional Services Agreement, the New Wyndham Home Exchange Agreement, the Brand Licence Agreements, the Rewards Agreements and the current agreements between the Group Companies and members of the Seller’s Group on arm’s length terms, for the provision of services in the ordinary course of the Group's business to the Seller’s Group or Fairly Disclosed in the Data Room, which will remain in full force and effect notwithstanding Closing on the terms applicable prior to Closing.

would ordinarily have on a redundancy or similar (including statutory severance, notice pay and holiday amounts);

No Relevant Seller shall be liable for any Claim or Tax Claim unless a notice of the Claim or Tax Claim (as applicable) is given by the Purchaser to the Seller specifying the matters set out in Clause 11.2:

The limitations set out in Clauses 10.2 and 10.3 do not apply to Tax Claims, Claims for breach of Clauses 2.1, 2.2, 2.3, 3, 5.5.7, 7, 8.4 or 14.2, or Claims for breach of the provisions of Schedule 4.

provided that the aggregate liability of the Relevant Sellers in respect of all claims for breach of or under this Agreement and in respect of a Tax Deed Claim shall in no event exceed an amount equal to the Purchase Price.

No Relevant Seller shall be liable for any Sellers’ Warranty Claim in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable but this Clause shall not operate to avoid a Warranty Claim made in respect of a contingent liability within the time limit specified in Clause 10.1 and specifying the matters set out in Clause 11.2.

No Relevant Seller shall be liable under this Agreement (other than in respect of a Tax Claim, a Sellers’ Warranty Claim or a Claim under Clause 5.5.7) in respect of any indirect or consequential losses.

No Relevant Seller shall be liable for any Sellers’ Warranty Claim if and to the extent of any amount of any specific and identifiable provision or reserve is made in the Closing Statement for the matter giving rise to the Sellers’ Warranty Claim.

No Relevant Seller shall be liable for any Sellers’ Warranty Claim, to the extent that the Sellers’ Warranty Claim has arisen as a result of:

any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement or any other Transaction Document or otherwise at the request in writing or with the approval in writing of the Purchaser;

any act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or any of the Group Companies, or their respective directors, officers, employees or agents or successors in title, after Closing done, committed or effected:

any change in accounting policy, bases or practice of the Purchaser or any member of the Purchaser’s Group introduced or having effect after the date of this Agreement, unless such change follows from the Group’s non-compliance with Applicable Laws or general accepted accounting principles in the period prior to Closing that has not been Fairly Disclosed.

Without prejudice to Clause 15, no Relevant Seller shall be liable for any Seller’s Warranty Claim, other than claims in respect of a breach of the Title or Capacity Warranties, to the extent that the Losses in respect of which such Seller’s Warranty Claim is made are covered by a policy of insurance and an actual recovery is made by the Purchaser´s Group under such policy of insurance.

No Relevant Seller shall be liable for any Claim in respect of any Losses suffered by the Purchaser or any of the Group Companies (or any other indemnified person) to the extent of any corresponding savings by or quantifiable net financial benefit to any member of the Purchaser’s Group arising from such Losses or the facts giving rise to such Losses but having regard to any delay which may be experienced in enforcing or utilising such saving or net financial benefit (and in the case where the saving or net financial benefit is connected with Taxes, the Relevant Seller shall only be entitled under this Clause 10.11 to a corresponding reduction in its liability for a Claim to the extent that the relevant member of the Purchaser’s Group determines (acting reasonably) that it is able to utilise such saving or financial benefit to reduce its liability to pay Taxes (or to receive a refund of Taxes) in the tax year in which the payment for the Claims falls due (the “Current Tax Year”), provided that if in the tax year immediately following the Current Tax Year the relevant member of the Purchaser’s Group utilises such saving or financial benefit to reduce its liability to pay Taxes (or to receive a refund of Taxes)), the Purchaser shall without unreasonable delay pay to the Relevant Seller an amount equal to the lesser of: (x) such reduction or refund; and (y) any amounts previously paid by the Relevant Seller to a member of the Purchaser’s Group in respect of the relevant Claim).

Nothing in this Agreement or any Local Transfer Document shall, or shall be deemed to, affect the Purchaser’s general obligation under English law to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability for any claim for breach of or under this Agreement or any Local Transfer Document.

No Relevant Seller shall be liable to pay an amount in discharge of any Claim unless and until the liability in respect of which the Claim is made has become due and payable.

If before any Relevant Seller pays an amount in discharge of any Sellers’ Warranty Claim, the Purchaser or any Group Company recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which

indemnifies or compensates the Purchaser or Group Company (in whole or in part) for the loss or liability which is the subject matter of the Sellers’ Warranty Claim, the Purchaser shall procure that, before steps are taken to enforce the Sellers’ Warranty Claim against the Relevant Seller following notification under Clause 11.2 of this Agreement or under any Local Transfer Document, all reasonable steps are taken to enforce recovery against the insurance policy procured by the Purchaser in relation to the Seller’s Warranties and covenants contained in the Tax Indemnity, and any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such Sellers’ Warranty Claim to the extent of such recovery, provided that nothing in this Clause 10.13.2 shall preclude the Purchaser from pursuing a Claim against any Relevant Seller.

If any Relevant Seller has paid an amount in discharge of any Sellers’ Warranty Claim and subsequently the Purchaser or any Group Company is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or Group Company (in whole or in part) for the loss or liability which is the subject matter of the Sellers’ Warranty Claim, the Purchaser shall procure that all steps are taken as the Relevant Seller may reasonably require to enforce such recovery and shall, or shall procure that the relevant Group Company shall, pay to the Relevant Seller as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery or if less (ii) the amount previously paid by the Relevant Seller to the Purchaser less any Taxation suffered by it. Any payment made by the Purchaser to the Relevant Seller under this Clause shall be made or procured by way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.4 and Schedule 5 shall apply mutatis mutandis. Notwithstanding this Clause 10.13.3, neither the Purchaser nor any other member of the Purchaser’s Group shall be required to take any action or refrain from taking any action, if the Purchaser, or other member of the Purchaser’s Group concerned, reasonably considers such action or omission to be unduly onerous or materially prejudicial to it or to its business.

No party may recover for breach of or under this Agreement or any other Transaction Document or otherwise more than once in respect of the same Losses suffered, and no amount (or part of any amount) shall be taken into account, set off or credited more than once for breach of or under this Agreement or any other Transaction Document or otherwise, with the intent that there will be no double counting for Losses under this Agreement or any other Transaction Document or otherwise.

No Relevant Seller shall be liable for any Seller Warranty Claim to the extent that the Purchaser is aware of the facts, matters or circumstances giving rise to such Claim as at the date of this Agreement.

None of the limitations contained in this Clause 10 shall apply to any claim for breach of or under this Agreement or the Tax Indemnity or any Local Transfer Document to the extent it

arises or is increased as a result of fraud by any Relevant Seller, any Group Company or any of their respective directors, officers, employees or agents.

For the avoidance of doubt, (other than with respect to Clauses 10.1, 10.5, 10.12 and 10.16 above) any claims under the Tax Warranties shall be governed by the relevant limitations set out in, and the relevant provisions of, the Tax Indemnity.

Without prejudice to the obligations of the Purchaser under Clause 11.2, if the Purchaser becomes aware of any fact, matter or circumstance that is reasonably likely to give rise to a Claim (ignoring for these purposes the application of Clauses 11.2 or 11.3), the Purchaser shall as soon as reasonably practicable and in any case within 60 days give a notice in writing to the Seller setting out such information as is available to the Purchaser as is reasonably necessary to enable the Seller to assess the merits of the potential Claim, to act to preserve evidence and to make such provision as the Seller or the Relevant Sellers may consider necessary. Failure to give notice within such period shall not affect the rights of the Purchaser to make a Claim except that the failure shall be taken into account in determining the liability of the Relevant Seller for such Claim to the extent the Relevant Seller establishes that it was prejudiced by failure.

Notice of any Claim shall be given by the Purchaser to the Seller within the time limits specified in Clause 10.1 specifying in reasonable detail the legal and factual basis of the Claim and the evidence on which the party relies (including where the Claim is the result of or in connection with a claim by a third party, evidence of the third party claim) and setting out the Purchaser’s estimate of the amount of Losses which are, or are to be, the subject of the Claim (including any Losses which are contingent on the occurrence of any future event), provided that any failure by the Purchaser to provide reasonable detail of the nature of the Claim or the amount claimed shall not prevent the Purchaser from being able to give notice of such Claim in accordance with this Clause 11.2, nor shall it operate to limit the Seller’s liability to the extent that the Seller has not been prejudiced as a result of a failure to provide reasonable details of, or the amount claimed pursuant to, such Claim in the notice to the Seller.

Any Sellers’ Warranty Claim notified pursuant to Clause 11.2 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn (i) six months after the notice is given pursuant to Clause 11.2 or (ii) in the case of a claim which has arisen by reason of a liability which is contingent only, six months from the date on which the contingent liability becomes an actual liability, unless at the relevant time legal proceedings in respect of the relevant Sellers’ Warranty Claim have been commenced by being both issued and served.

The provisions set out in this Clause 11 shall not apply with respect to any claim under the Tax Warranties, which shall instead be governed by the relevant provisions of the Tax Indemnity.

If the matter or circumstance that may give rise to a claim as a result of or in connection with a claim by a third party in respect of which any Relevant Seller is obliged to indemnify the Purchaser (or any member of the Purchaser’s Group) pursuant to Clause 9.5 of this Agreement (a “Third Party Claim”) then:

The Seller and the Relevant Sellers undertake with the Purchaser that no member of the Seller’s Group will during the Restricted Period directly or indirectly:

person through an employment agency shall not constitute a breach of this Clause 12 provided that no member of the Seller’s Group encourages or advises such agency to approach any Restricted Employee;

whether or not such person would thereby commit a breach of his contract of service (except where the employment of such person has been terminated on the initiative of a member of the Purchaser’s Group on or following Closing); or

The restrictions in Clause 12.1.1 shall not operate to prohibit any member of the Seller’s Group from:

The Seller and the Relevant Sellers agree that the restrictions contained in this Clause are no greater than are reasonable and necessary for the protection of the interest of the Purchaser, but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.

The following terms shall have the following meanings respectively in this Clause 12:

in each case, which is of the same or similar type to the business of the Group as now carried on and which is or is likely to be in competition with any part of the business of the Group as now carried on;

to the extent of any limit on the liability of the Seller and the Relevant Sellers under this Agreement.

No announcement, communication or circular concerning the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of the Seller’s Group or the Purchaser’s Group without the prior written approval of the Seller and the Purchaser (such consent not to be unreasonably withheld or delayed). This shall not affect any announcement, communication or circular required by law or any governmental or regulatory body or the rules of any stock exchange on which the shares of any party (or its holding company) are listed but the party with an obligation to make an announcement or communication or issue a circular (or whose holding company has such an obligation) or other public filing shall consult with the other party (or shall procure that its holding company consults with the other party) insofar as is reasonably practicable and legally permissible before complying with such an obligation.

provided that prior to disclosure or use of any information pursuant to Clause 14.2.3(a), (b) or (c), the party concerned shall, where not prohibited by law, consult with the other parties insofar as is reasonably practicable.

The Purchaser acknowledges and agrees that following the Closing Date:

With respect to any claim made before the Closing Date under any Seller’s Group Insurance Policy by or on behalf of any Group Company, to the extent that:

each of the Seller and the Relevant Sellers shall use reasonable endeavours after the relevant Closing Date to recover all monies due from insurers and shall pay any monies received (after taking into account any deductible under the Seller’s Group Insurance Policies and less any Taxation suffered on the proceeds and any reasonable out of pocket expenses suffered or incurred by the Seller, the Relevant Sellers or any member of the Seller’s Group in connection with the claim) to the Purchaser or, at the Purchaser’s written direction, the relevant Group Company as soon as practicable after receipt; provided that no member of the Seller’s Group shall have any obligation to pay any monies from insurers to the Purchaser or any Group Company which relate to a claim for loss of profits or in respect of costs incurred by the Seller’s Group (excluding the Group) up to the Effective Time in respect of Losses suffered by the Landal Group as a result of damage sustained during Storm Friederike in the Netherlands during the week commencing 15 January 2018. For the avoidance of doubt, monies received from insurers in respect of Storm Friederike not relating to loss of profits or costs incurred by the Seller’s Group (excluding the Group) shall be dealt with in accordance with the preceding provisions of this Clause 15.2.

Each of the parties shall, and shall use reasonable endeavours to procure that any necessary third party shall, from time to time execute such documents and perform such acts and things as any

party may reasonably require to transfer the Shares to the Purchaser and to give any party the full benefit of this Agreement and any Local Transfer Document.

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

respectively, may be netted against each other to produce a net sum, and any obligation to pay the net sum shall be set off against any entitlement to receive any other payments then due under Clause 6 or Clause 7 of this Agreement.

The Purchaser shall bear the cost of all notarial fees and all registration, stamp and transfer taxes (including for the avoidance of doubt Real Estate Transfer Taxes (RETT)) and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable as a result of either the agreement to transfer or the transfer of Shares pursuant to this Agreement. The Purchaser shall be responsible for arranging the payment of all such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in

connection with such payment. The Purchaser shall indemnify the Relevant Sellers or any other member of the Seller’s Group (on an after-Tax basis) against any Losses suffered by that Relevant Seller or member of the Seller’s Group as a result of the Purchaser failing to comply with its obligations under this Clause 16.8.

If any party defaults in the payment when due of any sum payable under this Agreement or the Local Transfer Documents the liability of that party shall be increased to include interest on such sum from the date when such payment is due until the date of actual payment (as well after as before judgment) at a rate per annum of 4 per cent above USD LIBOR. Such interest shall accrue from day to day.

Wyndham Destination Network, 14 Sylvan Way, Parsippany, New Jersey 07054, United States of America

Attention:    General Counsel and CEO

Compass IV Limited

c/o Platinum Equity Advisors, LLC, 360 N. Crescent Drive, Beverly Hills, CA 90210

E-mail: ***@***;

Attention: Eva M. Kalawski, General Counsel

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Agreement by executing any such counterpart.