Common use of TO BE DELIVERED BY AN ADDITIONAL BORROWER Clause in Contracts

TO BE DELIVERED BY AN ADDITIONAL BORROWER. 1. A Borrower Accession Agreement, duly executed by the Additional Borrower and the Parent. 2. A copy of the articles of association and certificate of incorporation and by-laws or equivalent constitutional documents of the Additional Borrower. 3. A copy of a resolution of the board of directors of the Additional Borrower: (a) approving the terms of, and the transactions contemplated by, the Borrower Accession Agreement and resolving that it execute the Borrower Accession Agreement; (b) authorising a specified person or persons to execute the Borrower Accession Agreement on its behalf; and (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including Requests and Selection Notices) to be signed and/or despatched by it under or in connection with this Agreement. 4. A copy of any other authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Borrower Accession Agreement or for the validity and enforceability of any Finance Document. 5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 6. The latest audited accounts of the Additional Borrower (if any). 7. A legal opinion of All▇▇ & Overy LLP, English legal advisers to the Agent and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Borrower, addressed to the Finance Parties. 8. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document specified in Part II of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Borrower Accession Agreement. 9. A process agent appointment letter if the Additional Borrower is incorporated outside the United Kingdom. SCHEDULE 3

TO BE DELIVERED BY AN ADDITIONAL BORROWER. 1. A Borrower Accession Agreement, duly executed by the Additional Borrower and the Parent. 2. A copy of the articles of association and certificate of incorporation and by-laws or equivalent constitutional documents of the Additional Borrower. 3. A copy of a resolution of the board of directors of the Additional Borrower: (a) approving the terms of, and the transactions contemplated by, the Borrower Accession Agreement and resolving that it execute the Borrower Accession Agreement; (b) authorising a specified person or persons to execute the Borrower Accession Agreement on its behalf; and (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including Requests and Selection Notices) to be signed and/or despatched by it under or in connection with this Agreement. 4. A copy of any other authorisation or other document, opinion or assurance which the Agent reasonably considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Borrower Accession Agreement or for the validity and enforceability of any Finance Document. 5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 6. The latest audited accounts of the Additional Borrower (if any). 7. A legal opinion of All▇▇▇▇▇ & Overy LLP, English legal advisers to the Agent and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Borrower, addressed to the Finance Parties. 8. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document specified in Part II of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Borrower Accession Agreement. 9. A process agent appointment letter if the Additional Borrower is incorporated outside the United Kingdom. SCHEDULE 3 FORM OF REQUEST To: HSBC Bank plc as Agent From: [Borrower] Date: [ ] 1. We wish to utilise the Facilities as follows: (a) Name of Borrower: (b) Facility: (c) Utilisation Date: (d) Requested Amount (including currency): (e) Term: (f) Payment Instructions: 2. We confirm that each condition specified in Clause [4.2 (Further conditions precedent)/4.3 (Certain Funds Utilisations)] of the Facility Agreement is satisfied on the date of this Request and this Advance would not cause any borrowing limit binding on us to be exceeded. By: [BORROWER] Authorised Signatory SCHEDULE 4 FORMS OF ACCESSION DOCUMENTS PART I NOVATION CERTIFICATE 1. We [●] (the "Existing Bank") and [·] (the "New Bank") agree to the novation to the New Bank of all the Existing Bank's rights and obligations under the Facility Agreement referred to in the Schedule in accordance with Clause 26.3 (Procedure for novations). 2. The specified date for the purposes of Clause 26.3.3 (Procedure for novations) is [date of novation]. 3. The Facility Office and address for notices of the New Bank for the purposes of Clause 32.2 (Addresses for notices) are set out in the Schedule. 4. This Novation Certificate, and any non-contractual obligations arising out of or in connection with it, are governed by English law. Capitalised terms used in this Novation Certificate have the meanings specified in the Facility Agreement. 1 If the New Bank holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facility Agreement, it must comply with the obligations set out in clause 10.5 of the Facility Agreement. [Details of the rights and obligations of the Existing Bank to be novated]. [New Bank] [Facility Office Address for notices] [Existing Bank] [New Bank] [·] By: By: By: Date: Date: Date: [British American Tobacco p.l.c.] By: Date: PART II BORROWER ACCESSION AGREEMENT British American Tobacco p.l.c. (1) [ ] (the "Existing Borrower"); (2) [ ] (the "Substitute Borrower"); (3) British American Tobacco p.l.c. on behalf of itself and each other Obligor (such capitalised term are defined in the Facility Agreement referred to below) the ("Parent"); and (4) HSBC Bank plc as agent (the "Agent") on behalf of itself and the Finance Parties (as defined in the Facility Agreement referred to below), and is supplemental to the US$25,000,000,000 Term Loan Facilities Agreement dated [ ] 2017 between, among others, British American Tobacco p.l.c., HSBC Bank plc as agent and the financial institutions listed in Part II (Banks and Commitments) of Schedule 1 (Original Parties) thereto (the "Facility Agreement"). IT IS AGREED: