……………3 July…………….. 2017* THE PERSONS LISTED IN SCHEDULE 1

SALE AND PURCHASE AGREEMENT

in respect of the entire issued share capital of

JLB BRANDS LIMITED

^* CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM PAGES 7, 14, 17, 20, 34, 45 AND 46 AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (“1934 ACT”).

Clause

Headings

Page

1.

INTERPRETATION

1

2.

SALE AND PURCHASE

1

3.

CONSIDERATION

2

4.

COMPLETION

2

5.

SELLER WARRANTIES

2

6.

SELLER LIMITATIONS ON LIABILITY

3

7.

PURCHASER WARRANTIES

7

8.

PROTECTION OF PURCHASER INTERESTS

7

9.

ACCESS TO INFORMATION

9

10.

MISCELLANEOUS

10

11.

NOTICES

14

12.

GOVERNING LAW

15

13.

DISPUTE RESOLUTION

15

SCHEDULE 1

DETAILS OF SELLERS, SHARES, CONSIDERATION AND SHAREHOLDERS

17

SCHEDULE 2

LOCKED BOX ARRANGEMENT

19

SCHEDULE 3

COMPLETION OBLIGATIONS*

22

SCHEDULE 4

SELLER WARRANTIES

23

SCHEDULE 5

PURCHASER WARRANTIES

38

SCHEDULE 6

REAL PROPERTY*

40

SCHEDULE 7

INTELLECTUAL PROPERTY*

41

SCHEDULE 8

POWER OF ATTORNEY*

42

SCHEDULE 9

DEFINITIONS AND INTERPRETATION

43

(1)

THE PERSONS whose names and addresses are set out in Schedule 1 (the "Sellers" and each a "Seller"); and

(2)

MGS Distribution Limited, a company incorporated in England and Wales (registered number 06183896) and whose registered office is at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (the "Purchaser").

(A)

The Company (as defined in Schedule 9) is a private company limited by shares. Certain details of the Company are set out in Part 2 of Schedule 1.

(B)

The Sellers have agreed to sell and transfer to the Purchaser, and the Purchaser has agreed to buy, the entire issued share capital of the Company upon the terms and subject to the conditions set out in this Agreement.

1.

INTERPRETATION

1.1

The definitions and other interpretative provisions set out in Schedule 9 shall apply throughout this Agreement, unless the contrary intention appears.

1.2

In this Agreement, except where the context otherwise requires, any reference to this Agreement includes a reference to the Schedules, each of which forms part of this Agreement for all purposes.

2.

SALE AND PURCHASE

2.1

Each Seller is the legal and/or beneficial owner of and shall sell and the Purchaser shall purchase those Shares set opposite each Seller's name in columns (2), (3) and (4) of Schedule 1 on the basis that they are sold at Completion with Full Title Guarantee and free from any Encumbrance and together with all rights attached to them at the date of this Agreement or subsequently becoming attached to them.

2.2

The Trustee has the full and unrestricted power to sell and to confer on the Purchaser the full beneficial and legal title of those Shares set opposite the Trustee's name in column (3) of Schedule 1 (Number of Shares legally but not beneficially held at the date of Agreement) and the Purchaser shall purchase those Shares on the basis that they are sold at Completion with Full Title Guarantee and free from any Encumbrance and together with all rights attached to them at the date of this Agreement or subsequently becoming attached to them.

2.3

Neither of the Sellers nor the Purchaser shall be obliged to complete the sale or purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously.

2.4

Each Seller waives and agrees to procure the waiver of any restrictions on transfer, including pre-emption rights, which may exist in relation to the Shares she has agreed to sell pursuant to this Agreement, under the articles of association of the Company, any shareholders' agreement or otherwise.

3.

CONSIDERATION

3.1

The consideration for the sale of the Shares shall be the sum of the payment at Completion to each of the Sellers of an amount equal to £30,000,000 plus 50% of the LB Cash Amount plus 50% of the WC & Other Adjustment, being the sum set opposite her name in column (5) of Schedule 1 (the "Purchase Price").

3.2

Each Seller severally warrants to the Purchaser that, from but excluding the Locked Box Date up to and including Completion:

3.2.1

(in respect of itself and its Seller Related Persons only and not in respect of the other Seller or its Seller Related Persons) neither the Seller nor any of its Seller Related Persons has received any Direct Leakage; and

3.2.2

there has been no Indirect Leakage.

3.3

Schedule 2 shall apply.

4.

COMPLETION

4.1

Completion shall take place on the Completion Date at the offices of the Purchaser's Solicitors immediately after this Agreement is entered into.

4.2

At Completion, each Seller shall observe and perform all of the provisions of Part 1 of Schedule 3.

4.3

At Completion, the Purchaser shall observe and perform all of the provisions of Part 2 of Schedule 3.

5.

SELLER WARRANTIES

5.1

Subject to the limitations in Clause 6, each Seller severally warrants to the Purchaser on the date of this Agreement in the terms set out paragraphs 1 and 2 of Part A of Schedule 4.

5.2

Each of the Title and Capacity Warranties shall be construed as a separate and independent warranty and, except where this Agreement expressly provides otherwise, each Title and Capacity Warranty is not limited by the other provisions of this Agreement, including the other Title and Capacity Warranties.

5.3

Subject to the limitations in Clause 6, each Seller severally warrants to the Purchaser on the date of this Agreement in the terms set out paragraphs 3 to 16 of Part A of Schedule 4 and Part B of Schedule 4.

5.4

Each of the Business Warranties and the Tax Warranties shall be construed as a separate and independent warranty and, except where this Agreement expressly provides otherwise, each Business Warranty and each Tax Warranty is not limited by the other provisions of this Agreement, including the other Business Warranties and the other Tax Warranties.

5.5

Each Seller Warranty (other than Title and Capacity Warranties) shall be qualified by a reference to the knowledge or awareness of the relevant Seller, being limited to the actual

knowledge or awareness of the relevant Seller and no Seller shall be deemed to have any imputed or constructive knowledge regarding the subject matter of such Seller Warranty.

5.6

Save in the case of fraud, no Seller shall (if a claim is made against her by any person in connection with the sale of the Shares to the Purchaser) make any claim against the Company or against any director, employee, agent or officer of the Company on whom a Seller may have relied before agreeing to any term of this Agreement or authorising any statement in the Disclosure Letter. Save in the case of fraud, each Seller acknowledges that she has no rights to make any such claim. This shall not prevent either Seller from claiming against the other Seller under any right of contribution or indemnity to which she may be entitled. The rights of the Company and any director, employee, agent or officer of the Company under this Clause are subject to the provisions of Clause 10.9.

5.7

Subject to Clause 6.14, in calculating the liability of any Seller in respect of any Claim for breach of the Seller Business Warranties set out in paragraphs 3 of Schedule 4, no credit shall be given to that Seller for any understatement of the value of any asset nor overstatement of the amount of any liability in the Accounts, nor shall credit be given to that Seller for any provision or reserve in the Accounts which proves to be unnecessary or greater than the amount of the item in respect of which it is provided or reserved.

5.8

The Purchaser shall ensure that the W&I Policy includes an express waiver in a form reasonably satisfactory to the Sellers' Solicitors of any rights of subrogation against the Sellers (except in the case of fraud by that Seller) and shall deliver evidence of the same to the Sellers' Solicitors on or prior to the date of this Agreement.

6.

SELLER LIMITATIONS ON LIABILITY

6.1

No Seller shall be liable in respect of any General Claim or any Tax Warranty Claim to the extent that the fact, matter or circumstances giving rise to the General Claim or Tax Warranty Claim are fairly disclosed (with sufficient details to enable a reasonable purchaser to identify the value, nature and scope of the matter disclosed) in the Disclosure Letter or in the Data Room.

6.2

No Seller shall be liable for any General Claim unless the Purchaser gives that Seller written notice, setting out reasonable details of the General Claim as far as it is then known to the Purchaser (including the grounds on which it is based and the Purchaser's good faith estimate of the amount of the General Claim) as soon as reasonably possible after the Purchaser Group becomes aware that the Purchaser has is or likely to have such a General Claim and in any event on or before the date being 12 months from Completion.

6.3

No Seller shall be liable for any Tax Claim unless the Purchaser gives that Seller written notice, setting out reasonable details of the Tax Claim as far as it is then known to the Purchaser (including the grounds on which it is based and the Purchaser's good faith estimate of the amount of the Tax Claim) as soon as reasonably possible after the Purchaser Group becomes aware that the Purchaser has is or likely to have such a Tax Claim and in any event on or before the date being five (5) years from Completion.

6.4

Any failure by the Purchaser to provide notice to a Seller as soon as reasonably possible in respect of any Claim will not (provided always that Claim is made before the expiry of the

applicable time limit in Clause 6.2 or Clause 6.3) invalidate such Claim or preclude the Purchaser from bringing such Claim.

6.5

No Claim (other than a Tax Claim) shall be enforceable against either Seller, and any such Claim shall be deemed to have been withdrawn, unless legal proceedings in respect of such Claim are commenced (by being properly issued on the relevant Seller) within 6 months of the notice of the Claim first being served on the relevant Seller.

6.6

No Tax Claim shall be enforceable against either Seller, and any such Tax Claim shall be deemed to have been withdrawn, unless legal proceedings in respect of such Tax Claim are commenced (by being properly issued on the relevant Seller) by the earlier of the following dates: 

6.6.1

where the Liability for Taxation forming the subject matter of the Tax Claim has been finally determined (whether by way of agreement with the relevant Tax Authority or where all appeals and other reasonable means of contesting such Tax liability having been exhausted), the date falling six months after the date that such Liability for Taxation has been finally determined; and

6.6.2

the date falling 24 months after notice of the Tax Claim first being served on the relevant Seller.

6.7

The aggregate liability of each Seller in respect of the aggregate of all demands or claims against any Seller, whether in contract or otherwise, under or in relation to or for any breach of any Acquisition Document (including any General Claim, Title and Capacity Claim, Tax Claim and Leakage Claim), including interest and costs, shall not exceed the amount specified against each Seller's name in column (5) of Part 1 of Schedule 1.

6.8

Notwithstanding any non-payment under the W&I Policy or any vitiation or expiry or termination of the W&I Policy or insolvency of the insurers or for any other reason whatsoever, the aggregate liability (including interest and costs) of each Seller in respect of all Claims (other than Title and Capacity Claims, Excluded Tax Claims and Leakage Claims) shall be capped at her Proportionate Liability of £300,000.

6.9

Notwithstanding any non-payment under the W&I Policy or any vitiation or expiry or termination of the W&I Policy or insolvency of the insurers or for any other reason whatsoever, the aggregate liability (including interest and costs) of each Seller in respect of all Excluded Tax Claims shall be capped at her Proportionate Liability of £9,000,000.

6.10

No Seller shall have any liability in respect of any Claim (other than any Title and Capacity Claim or Leakage Claim) unless the aggregate amount of the liability of the Sellers (taken together) in respect of all Claims exceeds £300,000 in which case, subject to Clause 6.8, the Sellers shall be liable for the excess of such amount only and not the initial £300,000.

6.11

No Seller shall have any liability in respect of any Claim (other than any Title and Capacity Claim or Leakage Claim) unless the aggregate amount of the liability of the Sellers (taken together) in respect of the Claim (or the aggregate of a series of connected Claims or Claims arising out of similar facts or circumstances) exceeds £60,000, in which case the Sellers shall, subject to Clause 6.8, be liable for their Proportionate Liability of the full amount of such Claim, subject to the threshold in Clause 6.10.

6.12

The maximum liability of each Seller in respect of a Claim for which both Sellers are liable shall not exceed an amount equal to the value of that Claim (including interest and costs) multiplied by 0.5 ("Proportionate Liability").

6.13

In the event that the Purchaser is entitled to make any Claim against both Sellers, no one Seller shall be liable for such Claim unless and until, so far as reasonably practicable, the Purchaser has also made such Claim against the other Seller.

6.14

If the Purchaser withdraws a Claim against a Seller which it has also made against the other Seller (or the Claim lapses under Clauses 6.2 to 6.4), the Purchaser shall also withdraw any Claim against the other Seller to the extent that the matter or thing giving rise to both Claims is the same ("Same Claim"). If the Purchaser settles any Same Claim against one Seller, the Purchaser shall offer to settle each Same Claim on terms which are, so far as reasonably practicable, the same as those agreed with that Seller with whom the Purchaser has settled.

6.15

No Seller shall be liable for any Claim (other than a Tax Deed Claim) to the extent that, specific provision or reserve has been made in the Accounts in respect of the matter or thing giving rise to such Claim, or to the extent that such matter or thing has otherwise been specifically referred to in the notes to the Accounts.

6.16

Any payment made by or on behalf of a Seller in respect of any Claim shall satisfy and discharge any other Claim which is capable of being made against that Seller in respect of the same matter or thing, but only to the extent of the payment made.

6.17

The Purchaser's only remedy in relation to any matter or thing constituting Leakage is that contained in paragraph 2.1 and 2.2 of Schedule 2 of this Agreement and any Leakage Claim shall be dealt with in accordance with paragraph 2 of Schedule 2 of this Agreement.

6.18

No Seller shall be liable in respect of any Claim to the extent that the matter or thing giving rise to such Claim constitutes Permitted Leakage.

6.19

No Seller shall be liable in respect of any Claim (other than a Tax Claim) to the extent that such Claim arises from or is otherwise attributable to, or the amount of such Claim is increased as a result of:

6.19.1

the failure by the Purchaser to comply with the provisions of this Clause;

6.19.2

any change in legislation or law, administrative or regulatory practice or in the generally accepted interpretation or application of any legislation or law, in each case occurring after the date of this Agreement;

6.19.3

any voluntary act, transaction or omission of the Purchaser or the Company after Completion, other than:

(A)

in the ordinary course of the Company's business as conducted at or prior to Completion or in a manner that is substantially consistent with such conduct of business or a natural extension thereof; or

(B)

pursuant to a legally binding obligation created or entered into before or on Completion or in order to comply with any law in force on or before Completion;

6.19.4

Completion or any acts, transactions or arrangements expressly required or expressly contemplated by this Agreement.

6.20

No Seller shall be liable in respect of any Claim (other than a Tax Claim) to the extent that the matter or thing giving rise to such Claim has been or is made good or is otherwise compensated for without cost to the Purchaser, the Company or any member of the Purchaser's Group.

6.21

Where the Purchaser or any member of the Purchaser Group is entitled to recover from any person any sum in respect of any matter or event which has or is likely to give rise to a Claim (other than a Tax Claim), the Purchaser shall, or shall procure that the relevant member of the Purchaser Group shall, use its reasonable endeavours to recover that sum and shall keep each Seller who is or is likely to be liable in respect of such a Claim (other than a Tax Claim) ("Claim Seller(s)") informed of the conduct of such recovery. Save as provided in this Clause 6.24, the Purchaser shall not be restricted from pursuing that or any other Claim in relation to the same subject matter against the Claim Seller(s). Any sum recovered by the Purchaser or the relevant member of the Purchaser Group before settlement or final determination of the Claim (other than a Tax Claim) (less any costs and expenses incurred by the Purchaser and the Company in recovering the sum and any Tax attributable to or suffered in respect of the sum recovered) will reduce the liability of the Claim Seller(s) in respect of such Claim (other than a Tax Claim) by an amount equal to the net sum recovered by the Purchaser or any member of the Purchaser Group (such amount being, if the Claim is against both Sellers, multiplied by the Claim Seller's Proportionate Liability in respect of that Claim (other than a Tax Claim)). If recovery is delayed until after the Claim (other than a Tax Claim) has been satisfied by the Claim Seller(s), the Purchaser shall, or shall procure that the relevant member of the Purchaser Group shall, repay to the Claim Seller(s) the amount so recovered (less any costs and expenses incurred by the Purchaser and the Company in recovering the sum and any Tax attributable to or suffered in respect of the sum recovered) pro rata to the amount paid by the Claim Seller(s) to the Purchaser in respect of that Claim (other than a Tax Claim) save where, and only to the extent that the Buyer or Buyer's Group is obliged to pay or credit such sum to the Underwriters of the W&I Insurance Policy; If the amount so recovered by the Purchaser or relevant member of the Purchaser Group exceeds the amount of the Claim (other than a Tax Claim) satisfied by the Claim Seller(s) the Purchaser or relevant member of the Purchaser Group (as applicable) shall be entitled to retain the excess.

6.22

If the Purchaser or a member of the Purchaser Group becomes aware of any claim, action or demand made against it, or the Company, by a third party which may give rise to a Claim (other than a Tax Claim) (a "Third Party Claim"), the Purchaser shall, or shall procure that the relevant member of the Purchaser Group shall:

6.22.1

as soon as practicable, notify each Seller giving reasonable details, so far as they are known to the Purchaser or relevant member of the Purchaser Group, of the relevant facts and circumstances relating to the Third Party Claim; and

6.22.2

as soon as reasonably practicable, keep each Seller reasonably informed of all material developments in relation to the Third Party Claim within its knowledge,

6.23

Any failure by the Purchaser to comply with its obligations under Clause 6.22 will not invalidate such Claim or preclude the Purchaser from bringing a Claim against such Seller in relation to such Third Party Claim.

6.24

Any payment made by or on behalf of a Seller in respect of any Claim shall, to the extent legally possible, be deemed to reduce the Purchase Price received by that Seller.

6.25

Nothing in this Clause 6 restricts or limits any general obligation at law of the Purchaser or the Company to mitigate any loss or damage which it may suffer or incur as a consequence of any breach of any Seller Warranties.

6.26

The limitations on the liability of the Sellers set out in this Clause 6 shall not apply to the extent that the claim is in respect of any fraud on the part or behalf of any Seller.

6.27

Notwithstanding any other provision of this Agreement, none of the limitations in Clause 6 shall prejudice a claim under the W&I Policy or prevent recovery by the Purchaser of any proceeds under such a policy. In particular, the Purchaser shall not be required to (and shall not be liable to the Sellers if it does not) take or omit to take any action or do anything that is reasonably likely to compromise in any way its ability to make a recovery under the W&I Policy or which would put it in breach of the W&I Policy.

7.

PURCHASER WARRANTIES

8.

PROTECTION OF PURCHASER INTERESTS

8.1

In this Clause 8:

8.1.1

each of the following words and expressions shall have the following meanings:

(A)

"Competing Business" any business carried on within a country in which the Company currently does business or has existing plans to do business in the foreseeable future, or all or any of them, which wholly or partly competes with the business of designing and/or selling watches and jewellery;

(B)

"Recognised Stock Exchange" has the meaning given to it in section 1137 of the CTA 2010;

(C)

"Restricted Goods or Services" means watches and jewellery and the design or sale of watches and jewellery; and

(D)

"Restricted Goods or Services" also means ^*; and

(E)

"Restricted Parties" means each of the Sellers; and

8.1.2

references to acting directly or indirectly include (without prejudice to the generality of that expression) acting alone or on behalf of any other person or jointly with or through or by means of any other person.

8.2

Each of the Restricted Parties covenants with the Purchaser that until the expiration of 3 years from Completion, she shall not directly or indirectly carry on or be engaged or interested in a Competing Business, save that she may hold for investment up to 3% of any class of securities quoted or dealt in on a Recognised Stock Exchange. Nothing in Clause 8.2 shall prohibit any Seller from performing her duties as an employee of any member of the Purchaser's Group.

^* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT

8.3

Each of the Restricted Parties covenants with the Purchaser that until the expiration of 3 years from Completion, she shall not directly or indirectly accept orders for or supply or cause orders to be accepted for or cause to be supplied Restricted Goods or Services to any person who is a Key Customer.

8.4

Each of the Restricted Parties covenants with the Purchaser that until the expiration of 3 years from Completion, she shall not directly or indirectly solicit, canvass or approach or endeavour to solicit, canvass or approach or cause to be solicited, canvassed or approached any person who is a Key Customer or Prospective Key Customer for the purpose of offering to that person Restricted Goods or Services.

8.5

Each of the Restricted Parties covenants with the Purchaser that until the expiration of 3 years from Completion, she shall not directly or indirectly solicit, canvass or approach or endeavour to solicit, canvass or approach or cause to be solicited, canvassed or approached any Key Supplier in connection with the supply of Restricted Goods or Services.

8.6

Each of the Restricted Parties covenants with the Purchaser that until the expiration of 3 years from Completion, she shall not directly or indirectly:

8.6.1

solicit or entice away or endeavour to solicit or entice away or cause to be solicited or enticed away from the Company any person who is, and was at Completion, employed or directly or indirectly engaged by the Company in an executive, sales, marketing, research or technical capacity (including, for the avoidance of doubt, the Executive Team) or whose departure from the Company would have a material adverse effect on the business of such company (whether or not such person would commit a breach of their contract of employment or engagement by reason of leaving);

8.6.2

solicit or endeavour to solicit or cause to be solicited any person who was at any time during the 12 months up to and including Completion employed or directly or indirectly engaged by the Company who, by reason of their employment or engagement, possesses any trade secrets or a material amount of confidential information concerning the business or affairs of the Company or is likely to be able to solicit away from the Company the custom of any Key Customer or Key Supplier in connection with the Restricted Goods or Services.

8.7

Nothing in Clause 8.6 shall prohibit any Seller from employing any person who responds to a general recruitment or other general advertisement or whose employment with the Purchaser has been terminated, provided that such response or termination was not solicited or induced directly or indirectly by that Seller.

8.8

Each of the Restricted Parties covenants with the Purchaser that until the expiration of 5 years from Completion, she shall not disclose or use, for her own benefit or that of any other person (other than for the proper performance of any employment contract which she enters into with the Company) any Know How which she possesses concerning the business or affairs of the Company (in relation to or in connection with the Restricted  Goods or Services), except any such Know How which is in the public domain other than by reason of any breach by the Restricted Party of any of her obligations under this Agreement or any breach by any person of any duty of confidentiality in relation to the business or affairs of the Company.

8.9

Each of the Restricted Parties covenants with the Purchaser that until the expiration of 5 years from Completion, she shall not disclose or use, for her own benefit or that of any other person (other than for the proper performance of her duties to the Company) any confidential information or trade secrets which she possesses concerning the business or affairs of the Company (in relation to or in connection with the Restricted Goods or Services), except any such information which is in the public domain other than by reason of any breach by the Restricted Party of any of her obligations under this Agreement or any breach by any person of any duty of confidentiality in relation to the business or affairs of the Company.

8.10

Each of the Restricted Parties covenants with the Purchaser that following the date of this Agreement, she will not and she will procure that no Seller Related Person will, and she will not authorise any third party to, in connection with any business, use, anywhere in the world, the words "▇▇▇▇▇▇ ▇▇▇▇▇▇", the logo   or any words or images which are, in the reasonable opinion of the Purchaser, confusingly similar to either such ▇▇▇▇.

8.11

Each of the restrictions set out in Clauses 8.2, 8.3, 8.4, 8.5, 8.6.1, 8.6.2, 8.8, 8.9 and 8.10 of this Agreement is separate and severable and, in the event of any such restriction (including the defined expressions in Clauses 8.1.1(A), 8.1.1(C), 8.1.1(D) and 8.1.2) being determined as unenforceable in whole or in part for any reason, such unenforceability shall not affect the enforceability of the remaining restrictions or, in the case of part of a restriction being unenforceable, the remainder of that restriction. The restriction in Clause 8.2 shall be deemed to be separate and severable in relation to each of the countries set out in Clause 8.1.1(A).

8.12

The restrictions entered into by the Restricted Parties in Clauses 8.2, 8.3, 8.4, 8.5, 8.6.1, 8.6.2, 8.8, and 8.9 are given to the Purchaser for itself and for each other member of the Purchaser's Group and each of the Restricted Parties agrees that she will at the request and cost of the Purchaser enter into a further agreement with each other member of the Purchaser's Group whereby she will accept restrictions equivalent to (and no more onerous than) the restrictions in this Agreement (or such of them as the Purchaser in its absolute discretion shall deem appropriate). The rights of each member of the Purchaser's Group (other than the Purchaser) under this Clause are subject to the provisions of Clause 10.9.

9.

Access to information

9.1

all books of account, records, documents and information of the Company (in whatever form) relating to the period before Completion ("Company Information") are preserved for seven years from the Completion Date; and

9.2

(on giving reasonable notice to the Purchaser and subject to any duty of confidence owed by the Company to any person, and provided that nothing in this Clause shall require the Purchaser to permit any disclosure which could result in the loss of any applicable privilege) (a) each Seller and (b) any of such Seller's Representatives are permitted during normal business hours to have access to, and to take copies (at such person's own expense) of, such Company Information as they reasonably require for tax or accounting purposes or to comply with any law, judgment or requirement of any Authority, securities

exchange or industry body to which such person is subject or submits, wherever situated, whether or not such requirement has the force of law.

9.3

The rights conferred on the Purchaser and each Seller by this Agreement are in addition, and without prejudice, to any equitable rights and remedies which may be granted to the Purchaser and each Seller.

10.

MISCELLANEOUS

10.1

Subject to the remaining provisions of this Clause 10 and with the exception of general announcements relating to the Company's business (provided that details of the Sellers and confidential information relating the transaction contemplated by this Agreement are omitted from such announcements), no Party shall release any announcement or except as provided in this Agreement despatch any announcement or circular, relating to this Agreement unless the form and content of such announcement or circular have been submitted to, and agreed by, the other Parties. Nothing in this Clause 10.1 shall prohibit any Party from making any announcement or despatching any circular as required by law or regulation or any regulatory body in which case, the announcement shall only be released or the circular despatched after consultation with the other Parties and after taking into account the reasonable requirements of the other Parties as to the content of such announcement or circular.

10.2

For the purposes of Clauses 10.3 and 10.4, "Confidential Information" means the existence and contents of this Agreement and any other agreement or arrangement contemplated by this Agreement and:

10.2.1

information of whatever nature concerning the business, finances, assets, liabilities, dealings, transactions, Know How, customers, suppliers, processes or affairs of the other Parties from time to time; and

10.2.2

any information which is expressly indicated to be confidential in relation to the Party disclosing it (or in relation to any of its group undertakings) from time to time,

10.3

Each Party undertakes to the other Parties that, subject to Clause 10.4, unless the prior written consent of the other Parties shall first have been obtained it shall, and shall procure that its officers, employees, advisers and agents shall, keep confidential and shall not by failure to exercise due care or otherwise by any act or omission disclose to any person whatever, or use or exploit commercially for its or their own purposes, any of the Confidential Information belonging to the other Parties.

10.4

The consent referred to in Clause 10.3 shall not be required for disclosure by a Party of any Confidential Information:

10.4.1

to its officers, employees, advisers and agents, in each case, as may be contemplated by this Agreement or, to the extent required to enable such Party to

carry out its obligations under this Agreement and who shall in each case be made aware by such Party of its obligations under this Clause and shall be required by such Party to observe the same restrictions on the use of the relevant information as are contained in Clauses 10.3 and 10.5, subject to the same exceptions as are contained in this Clause 10.4;

10.4.2

subject to Clause 10.5, to the extent required by Applicable Law or by the regulations of any stock exchange or regulatory authority to which such Party is or may become subject or pursuant to any order of court or other competent authority or tribunal;

10.4.3

to the extent that the relevant Confidential Information is in the public domain otherwise than by breach of this Agreement by any Party;

10.4.4

which is disclosed to such Party by a third party who is not in breach of any undertaking or duty as to confidentiality whether express or implied;

10.4.5

which that Party lawfully possessed prior to obtaining it from another;

10.4.6

to any professional advisers who are bound by a duty of confidence to such Party which applies to any information disclosed;

10.4.7

to the other Parties to this Agreement;

10.4.8

pursuant to the terms of this Agreement; or

10.4.9

which is information that a prudent prospective purchaser of shares in the Company, or a prospective provider of debt finance to such prudent prospective purchaser of shares in the Company, might reasonably require to know and which is disclosed pursuant to negotiations for an arm's length sale of shares in the Company to a recipient which, in the reasonable opinion of the disclosing Party, is a prospective purchaser able to complete the purchase of the shares in the Company or which is a provider of debt finance to such prospective purchaser.

10.5

If a Party becomes required, in circumstances contemplated by Clause 10.4.2, to disclose any information such Party shall (to the extent permitted by Applicable Law) give to the other Parties such notice as is practical in the circumstances of such disclosure and shall co-operate with the other Parties, having due regard to the other Parties' views, and take such steps as the other Parties may reasonably require in order to enable it to mitigate the effects of, or avoid the requirements for, any such disclosure.

10.6

Where in this Agreement any liability is undertaken by two or more persons (including in respect of any Claim) the liability of each of them shall be several and not joint (or joint and several).

10.7

Nothing in this Agreement or in any document referred to in it shall constitute any of the Parties a partner of any other, nor shall the execution, completion and implementation of this Agreement confer on any Party any power to bind or impose any obligations to any third parties on any other Party or to pledge the credit of any other Party.

10.8

No Party may assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of this Agreement without the prior written consent of each other Party.

10.9

With the exception of:

10.9.1

the rights of the Company and of any director, employee, officer or agent of the Company to enforce the terms contained in Clause 5.6;

10.9.2

the rights of each member of the Purchaser's Group (other than the Purchaser) to enforce the terms contained in Clause 8,

10.9.3

the rights of each Third Party to enforce the terms of Clause 13,

10.10

No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ by a person who is not a Party to this Agreement.

10.11

Without prejudice to Clause 8.11, if any provision or part of this Agreement is void or unenforceable due to any Applicable Law, it shall be deemed to be deleted and the remaining provisions of this Agreement shall continue in full force and effect.

10.12

The rights and remedies of the Parties shall not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence by any other Party or by anything whatsoever except a specific waiver or release in writing and any such waiver or release shall not prejudice or affect any other rights or remedies of the Parties.  No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.

10.13

This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which when executed and delivered shall be an original, but all the counterparts together constitute one instrument.

10.14

Any payment to be made to any Seller under this Agreement shall be effected by transfer of immediately available funds through a UK clearing bank to the Sellers' Solicitors Nominated Account.  The Sellers' Solicitors are irrevocably and unconditionally authorised to receive any sum paid to them in accordance with this Clause 10.14, receipt of such sum in their client account shall be a full and effective discharge of the Purchaser's obligation to pay such sum, and the Purchaser shall not be concerned to see to the application of it.

10.15

Any payment made by or due from each Party under, or pursuant to the terms of, this Agreement shall be free and clear of all Taxation whatsoever save only for any deductions or withholdings required by law.

10.16

If any deductions or withholdings referred to in Clause 10.15 are required, or any payments made by or due from a Party under this Agreement are liable for Taxation (whether in the hands of any Party, the Company or otherwise), or would have been liable for Taxation but for the utilisation of any Tax relief in respect of such liability, the relevant paying Party shall be liable to pay to the other Party or the Company (as the case may be) such further sums as shall be required to ensure that the net amount received by the other Party or the Company (as the case may be) will equal the full amount which would have been received under the relevant provisions of this Agreement in the absence of any such deductions, withholdings or Taxation liabilities. No additional sum shall be paid pursuant to this Clause where an amount in respect of such deduction, withholding or Taxation has already been taken into account in calculating the amount of the original payment, provided that the Purchaser shall not have any obligation to pay further sums under this Clause 10.16 on account of

10.16.1

any liability for Taxation of any of the Sellers which arises in respect of any payments of, or in respect of the Purchase Price; and

10.16.2

any deductions or withholdings which are required in respect of any payments of, or in respect of the Purchase Price unless such deductions or withholdings are required as a result of the Purchaser's residence, place or business or other attributes for Tax purposes (and, for the avoidance of doubt, any requirement to deduct or withhold on account of any liability of the Sellers to UK income tax or UK national insurance contributions shall not oblige the Purchaser to pay further sums under this Clause 10.16).

10.17

Every payment payable by each Party under this Agreement shall be made in full without any set off or counterclaim howsoever arising and shall be free and clear of, and without deduction of, or withholding for or on account of, any amount which is due and payable to each Party under this Agreement.

10.18

Each Party shall pay its own costs in connection with the preparation and negotiation of this Agreement and any matter contemplated by it.

10.19

The Purchaser shall be responsible for paying all stamp duty or other similar transfer Tax payable in respect of the transfers of the Shares.

10.20

The Purchaser shall be responsible for paying the premium under the W&I policy.

10.21

Each of the Sellers shall after Completion execute all such deeds and documents and do all such things as the Purchaser may reasonably require for perfecting the transactions

intended to be effected under, or pursuant to, this Agreement and for giving the Purchaser the full benefit of the provisions of this Agreement, including vesting in the Purchaser the legal and beneficial title to the Shares. No provision of this Agreement or the Tax Deed shall require any Seller to make any payment of or in respect of stamp duty or any other transfer tax payable in connection with the entry into this Agreement or the transfer of the legal or beneficial title to the Shares to the Purchaser.

11.

NOTICES

11.1

A notice (including any approval, consent or other communication) in connection with this Agreement and the documents referred to in it:

11.1.1

must be in writing;

11.1.2

must be left at or delivered by courier to the address of the addressee or sent by pre-paid recorded delivery (airmail if posted to or from a place outside the United Kingdom) to the address of the addressee or sent by facsimile to the facsimile number of the addressee in each case which is specified in this Clause (if applicable) in relation to the Party to whom the notice is addressed, and marked for the attention of the person so specified, or to such other address or facsimile number in the United Kingdom or marked for the attention of such other person, as the relevant Party may from time to time specify by notice given in accordance with this Clause.

11.1.3

must not be sent by electronic mail.

11.2

In the absence of evidence of earlier receipt, any notice shall take effect from the time that it is deemed to be received in accordance with Clause 11.3.

11.3

Subject to Clause 11.4, a notice is deemed to be received:

11.3.1

in the case of a notice left at the address of the addressee, upon delivery at that address;

11.3.2

in the case of a posted letter, on the third day after posting or, if posted from a place outside the United Kingdom, the seventh day after posting; and

11.3.3

in the case of a facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

11.4

A notice received or deemed to be received in accordance with Clause 11.3 above on a day which is not a Business Day, or after 5pm on any Business Day, shall be deemed to be received on the next following Business Day.

^* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT

11.5

A notice given or document supplied to the Sellers or any of them in accordance with the details specified for the Sellers above shall be deemed to have been given or supplied to all the Sellers to whom such notice is addressed.

12.

ENTIRE AGREEMENT

12.1

In this Clause 12, “Representations” means any drafts, agreements, undertakings, representations, warranties, statements, promises, assurances, undertakings and arrangements of any nature whatsoever, whether or not in writing and whether given by a party to this Agreement or not, relating to the sale and purchase of the Shares, this Agreement or any other Acquisition Documents.

12.2

This Agreement and the other Acquisition Documents together set out the entire agreement and understanding between the parties relating to their subject matter and, save to the extent expressly set out in this Agreement or any other Acquisition Document, supersede and extinguish any prior Representations.

12.3

The Purchaser and the Sellers acknowledge and agree that in entering into this Agreement and the other Acquisition Documents to which they are a party, they have not relied and are not relying on, and shall have no claim or remedy in respect of, any Representation which is not expressly set out in this Agreement or any other Acquisition Document.

12.4

The Purchaser and the Sellers acknowledge and agree that neither they nor any of their representatives have any rights against, and shall not make any claim or bring any action against, any representative of any of the other parties in relation to the sale and purchase of the Shares, this Agreement or the other Acquisition Documents.

12.5

Save as expressly set out in this Agreement, the only right or remedy of the Purchaser or the Sellers in relation to any representation set out in this Agreement or any other Acquisition Document shall be for breach of this Agreement or the relevant Acquisition Document to the exclusion of all other rights or remedies (including those in tort or arising under statute) and, in respect of any breach of this Agreement or any Acquisition Document, the only remedy shall be a claim for damages in respect of such breach.

12.6

This Clause 12 shall not exclude any liability for or remedy in respect of fraud.

13.

GOVERNING LAW

14.

DISPUTE RESOLUTION

14.1

Each Party irrevocably agrees that the Courts of England shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with this Agreement or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims).

14.2

Each Party irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

14.3

Each Party agrees that without preventing any other mode of service, any document in an action (including a claim form or any other document to be served under the Civil Procedure Rules) may be served on any Party by being delivered to or left for that Party at its address for service of notices under Clause 11 and each Party undertakes to maintain such an address at all times in the United Kingdom and to notify the other Party in advance of any change from time to time of the details of such address in accordance with the manner prescribed for service of notices under Clause 11.

Signed for and on behalf of MGS Distribution Limited by:

))

Signature

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇

Name (block capitals)

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇

Director/authorised signatory

Signed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇:

))

Signature

                      /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Signed by ▇▇▇▇ ▇▇▇▇▇▇▇:

))

Signature

                      /s/ ▇▇▇▇ ▇▇▇▇▇▇▇

(1)

(2)

(3)

(4)

(5)

Sellers' names and addresses

Number of Shares legally and beneficially held at the date of Agreement

Number of Shares legally but not beneficially held at the date of Agreement

Number of Shares beneficially but not legally held at date the of Agreement

Purchase Price in £ sterling

▇▇▇▇ ▇▇▇▇▇▇▇ of ^*

100

25

0

32,630,688

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of *

75

0

25

32,630,688

TOTALS

175

25

25

65,261,376

^* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT

Registered number:

07793580

Company status:

Private limited company

Country of incorporation:

England and Wales

Registered office:

Zetland House, ▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇

Issued share capital:

200 ordinary shares of £1 each

Directors:

▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇

Auditors:

▇▇▇▇▇▇ and Hole, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Outstanding charges:

None

1.

INTERPRETATION

(a)

any dividend or distribution declared, paid or made, or any repurchase, redemption or return of capital made, in each case by the Company to any Seller or any Seller Related Person of such Seller;

(b)

any payments made or agreed to be made by the Company in respect of the issuance of any securities by the Company to any Seller or any Seller Related Person of such Seller;

(c)

any payment of principal of, or interest on, any loan by the Company to any Seller or any Seller Related Person of such Seller;

(d)

any payments (including management fees, consulting fees, monitoring fees, directors' fees, licence fees, costs, expenses or royalties) made to, or any assets transferred to, or liabilities (actual or contingent) assumed or incurred for the benefit of, or indemnification given, or services having tangible and objectively quantifiable economic benefit provided by, in each case by the Company to any Seller or any Seller Related Person of such Seller;

(e)

the forgiving, waiver, or agreement to forgive or waive (whether conditional or not) by the Company of any amount owed to the Company by any Seller or any Seller Related Person of such Seller, or of any claims (or parts thereof) or rights of the Company against any Seller or any Seller Related Person of such Seller;

(f)

the payment by the Company, or the agreement to pay by the Company, of any fees, costs, expenses, Tax or other amounts in connection with any of the matters referred to above; and

(g)

any agreement, arrangement, understanding or commitment to do any of the things set out in paragraphs (a) to (f) above,

(a)

any dividend or distribution declared, paid or made, or any repurchase, redemption or return of capital made, in each case by the Company;

(b)

any payments made or agreed to be made by the Company in respect of the issuance of any securities by the Company;

(c)

any transaction costs or expenses (including management fees, consulting fees, finder's fees, monitoring fees and directors' fees) incurred by the Company in connection with the matters contemplated by this Agreement ("Fees");

(d)

any bonuses paid, or agreed to be paid, by the Company to any employee or officer of the Company as a result of Completion ("Bonuses");

(e)

any payments made by the Company to any charity, as such term is defined in section 1 of the Charities ▇▇▇ ▇▇▇▇;

(f)

the payment by the Company, or the agreement to pay by the Company, of any fees, costs, expenses, Tax or other amounts in connection with any of the matters referred to above; and

(g)

any agreement, arrangement, understanding or commitment to do any of the things set out in (a) to (f) above,

(a)

anything constituting Leakage to the extent that provision or reserve has been specifically made for it in the Accounts or the Locked Box Balance Sheet;

(b)

any payment by the Company expressly permitted in this Agreement to be made by the Company;

(c)

any matter undertaken at the written request of the Purchaser to the extent that such written request specifies that such amount is to be treated as Permitted Leakage;

(d)

the payment of £27,958 (inclusive of VAT) to BDO LLP in June 2017 in connection with certain strategic advice given to the Company exclusively in connection with the Transaction;

(e)

the payment of £38,776 to Pragma (inclusive of VAT) in connection with a market report prepared for the benefit of the Company;

(f)

directors' fees, salaries, bonuses, pensions contributions (and pensions accruals) and expenses paid to or on behalf of each of the Sellers up to £175,000 in aggregate;

(g)

payments by the Company on or shortly after Completion of an aggregate amount of up to £68,280 to certain employees of the Company (inclusive of any applicable employer national insurance contributions and payroll or income Tax in respect of such payments) (the "Employee Bonuses");

(h)

the provision by the Company of certain stock samples to any Seller or any Seller Related Person of such Seller in the ordinary course of business and with a maximum retail value of up to £750;

(i)

any Data Room Costs in an amount up to £4,000;

(j)

any salary or expenses paid to ^* up to £* in aggregate;

(k)

any salary or expenses paid to * up to £* in aggregate;

(l)

any salary or expenses paid to * up to £* in aggregate;

(m)

any salary or expenses paid to * up to £* in aggregate;

(n)

any liability to Tax that arises in connection with any of the matters referred to above.

2.

LEAKAGE

2.1

In the event that any Direct Leakage occurs during the period from, but excluding, the Locked Box Date to, and including, the Completion Date, each Seller undertakes to pay to the Purchaser (or the Company as the Purchaser directs) on demand an amount in cash equal to the amount of the Direct Leakage received by such Seller or any Seller Related Person of such Seller.

2.2

In the event that any Indirect Leakage occurs during the period from, but excluding the Locked Box Date to, and including, the Completion Date, each Seller undertakes to pay to the Purchaser (or the Company as the Purchaser directs) on demand an amount in cash equal to the amount of the Indirect Leakage multiplied by 0.5.

2.3

Any demand for payment under paragraph 2.1 or 2.2 must be by written notice to the Seller and must set out the details of the Leakage (so far as is known to the Purchaser), the amount of such Leakage, the amount payable by that Seller and the bank account of the Purchaser into which such payment should be made.

^* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT

2.4

No Seller shall be liable under paragraph 2.1 or 2.2 unless a demand for payment is made in accordance with paragraph 2.3 within six months of Completion.

2.5

Any payment under this paragraph 2 must be made to the Purchaser within 30 days of the notice of demand for payment first being served on the relevant Seller and shall, to the extent legally possible, be treated as adjusting the proportion of the consideration accordingly.

3.

JOINT AND SEVERAL OBLIGATIONS

^* THIS SCHEDULE HAS BEEN OMMITTED PURSUANT TO ITEM 601(B)(2) OF REGULATION S-K.

1.

TITLE

1.1

Title to Shares

1.1.1

The Seller is the legal and beneficial owner of, and is entitled to transfer the legal and beneficial title to, those Shares set out opposite the Seller's name in column 2 of Schedule 1, free from any Encumbrances.

1.1.2

The Seller is the legal owner of, and is entitled to transfer the legal title to, those Shares set out opposite the Seller's name in column 3 of Schedule 1, free from any Encumbrances.

1.1.3

The Seller is the beneficial owner of, and is entitled to transfer the beneficial title to, those Shares set out opposite the Seller's name in column 4 of Schedule 1, free from any Encumbrances.

1.2

Issued shares

1.3

Rights of third parties

1.4

Issued share capital

2.

CAPACITY

2.1

The Seller is a natural person who is of sound mind and competent to execute and deliver this Agreement.

2.2

This Agreement will, when executed, constitute valid and binding obligations of the Seller, enforceable against her in accordance with its terms.

2.3

The execution and delivery of, and the performance by, the Seller of her obligations under this Agreement will not result in a default or a breach of any order, judgment or decree or regulation or any other restriction of any kind by which that Seller is bound or is subject.

2.4

The Seller has not entered into any bankruptcy procedure or arrangement with her creditor(s) nor is any such procedure or arrangement proposed.

2.5

Each Seller has duly authorised, executed and delivered this Agreement and will at Completion have authorised, executed and delivered any agreements to be entered into pursuant to the terms of this Agreement.

3.

ACCOUNTS

3.1

General

3.1.1

have been prepared in accordance with UK GAAP as at the Accounts Date and the accounting policies stated therein;

3.1.2

show a true and fair view of the state of affairs of the Company as at the Accounts Date and its financial performance for the period to which they relate;

3.1.3

comply with the requirements of all Applicable Laws;

3.1.4

(save as the Accounts expressly disclose) are not affected by any event or circumstance outside the ordinary course of business or by any other factor rendering them unusually high or low and have not, in relation to the statement of comprehensive income, been affected by any unusual or non-recurring item.

3.2

Application of warranties to Previous Accounts

3.2.1

each reference to Accounts were to be substituted with a reference to the Previous Accounts;

3.2.2

each reference to Accounts Date were to be substituted with a reference to the Previous Accounts Date and the 12 month period immediately preceding the Previous Accounts Date.

3.3

Position since Accounts Date

3.3.1

apart from the dividends provided for or disclosed in the Accounts no dividend or other distribution has been declared, paid or made by the Company to the Sellers or any third party;

3.3.2

the business of the Company has been carried on as a going concern and in all material respects in the ordinary course;

3.3.3

no Key Customer or Key Supplier has ceased to trade with the Company and the Company has not received written notice from any Key Customer or Key Supplier:

(A)

of its express intention to cease to trade with the Company; or

(B)

(excluding any trading updates and any purchase orders received by the Company) to significantly reduce its business with the Company (by reference to the financial year ending 31 March 2017),

3.3.4

the Company has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset other than trading stock in the ordinary course of business; and

3.3.5

no debtor owing the Company more than £25,000 has been released by the Company on terms that he pays less than the book value of its debt (subject to settlement discounts on the usual terms which have been disclosed to the Purchaser) and no debt in excess of £25,000 has been written off or has proved to be irrecoverable.

3.4

Management Accounts

3.4.1

(save as the Management Accounts expressly disclose) have been prepared using the same estimation techniques and accounting policies as those used to prepare Accounts; and

3.4.2

(taking into account the purpose for which they were prepared) present with reasonable accuracy the financial position of the Company as at the date on which they were prepared and the results of the operations of the Company for the period indicated.

3.5

Inventory and Accounts Receivable

3.5.1

In the 12 months prior to the date of this Agreement, the aggregate value of:

(A)

inventory rejected by the Company due to defects in quality has not exceeded £50,000; and

(B)

customer returns due to defects in quality or in relation to any product warranty claims has not exceeded 3% of the Company's sales.

3.5.2

No sales to customers of the Company are made on a consignment basis.

3.5.3

All trade debtors (including both billed and accrued) of the Company that are reflected in the Accounts represent valid obligations arising from sales actually made and/or services actually performed by the Company in the ordinary course of business consistent with past practice.

3.5.4

No trade debtors of the Company that are reflected in the Accounts have given written notice of any contests, claims or rights of set-off relating to the amount or validity of such account receivable, other than customer returns in the ordinary course of business consistent with past practice.

3.5.5

No material debts of the Company that are reflected in the Accounts are overdue by more than 90 days from the due date of payment.

4.

ASSETS

4.1

Title to Assets

4.2

Condition of office equipment and computer systems

4.3

Nature of debts

5.

Regulatory

5.1

The operations of the Company are, and have at all times in the three years prior to the date of this Agreement, conducted in all material respects in compliance with all Applicable Laws.

5.2

The Company has not received written notice that any investigation (that is material in the context of the Company's business) by or on behalf of any authority or court or governmental agency or tribunal of competent jurisdiction, in relation to any aspect of the business of the Company or the conduct of the Company or any agreement or arrangement to which the Company is or was a party, is pending and the Company has not received written notice that any such investigations are threatened or contemplated.

5.3

The Company has put in place procedures designed to satisfy the requirements of the defence described in section 7(2) of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ to the offence described in section 7(1) of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.

6.

financial obligations

6.1

General

6.1.1

The Data Room contains details of any overdraft, loan or other financial facilities or borrowings (other than trade credit arising in the ordinary course of business) (a) currently available to the Company or (b) under which the Company is a debtor ("Facilities").

6.1.2

The Company has not provided any guarantees, indemnities or any letters of support that remain outstanding.

6.1.3

The Company has no outstanding Encumbrance subsisting over the whole or any part of its present or future revenues or assets.

6.1.4

There is not outstanding any guarantee, indemnity or Encumbrance given by any Seller in respect of any indebtedness or liability of the Company.

6.1.5

The Company has not received written notice (which is current and still outstanding) that it is in material default under the terms of any of the Facilities or to repay any of the Facilities before their normal or originally stated maturity.

6.1.6

The Company is in compliance with its notification obligations under the Facilities with respect to reporting any events or circumstances that give rise to, or are likely to give rise to, a default thereunder.

6.1.7

No Financial Obligation under the Facilities of the Company has become, or is now due and payable, or is capable of being declared due and payable, before its originally stated maturity.

6.2

Grants and subsidies

6.2.1

any investment grant or other grant or any subsidy received by the Company is or may be liable to be refunded wholly or partly; or

6.2.2

any application made by the Company for such a grant or subsidy shall or may be refused wholly or partly;

6.3

Loans to directors and connected persons

6.3.1

any loan made by the Company to, or debt owing to the Company by, any of the Sellers or any director of the Company or any person connected with any of them; or

6.3.2

any agreement or arrangement to which the Company is a party and in which any of the Sellers or any director of the Company or any person connected with any of them is interested.

7.

Real Estate

7.1

The Real Properties comprise all land and buildings owned or leased by the Company or used or occupied by the Company or in which the Company has any other interest, right or liability.

7.2

In relation to the Real Properties, a full and accurate copy of the agreements are contained in the Data Room.

7.3

There is not outstanding any circumstance which would entitle any third party to exercise a right or power of entry or to take possession or which would in any material way restrict the continued possession or use of the Real Properties by the Company.

7.4

In relation to the Lease Property, the Company has paid rent payable under the lease when the same has become due, and all other sums which have been demanded in writing.

7.5

The Company has not in the three years preceding the date of this Agreement had vested in it (whether as original tenant or under-tenant or as an assignee, transferee or otherwise) any freehold or leasehold property other than the Real Properties nor has it given any covenant or entered into any agreement, deed or other documents in any capacity in respect of any freehold or leasehold property in respect of which any actual contingent or potential liability remains with the Company.

7.6

Neither the Seller nor the Company has received any written notice or order from any government department, authority or third party which adversely affects the Lease Property.

7.7

No action, claim, proceeding, demand, dispute or liability (contingent or otherwise) in respect of any of the Real Properties is outstanding.

8.

Environmental and health and safety

8.1

The Company has not received any written notice from an environmental or health and safety regulator alleging a material breach of, or a material liability under, Environmental Law or any Applicable Laws relating to health and safety.

9.

Intellectual property and data protection

9.1

Ownership and Title

9.1.1

Complete and accurate details (in all material respects) of:

(A)

all registered Intellectual Property (including current applications for any registrations of Intellectual Property and including domain names) owned by or registered to the Company are set out in Part 1A of Schedule 7 and all such rights are valid, subsisting and enforceable ("Registered IPR");

(B)

all material unregistered Intellectual Property owned by the Company are set out in Part1B of Schedule 7

(C)

and all such rights are owned solely, legally and beneficially by the Company free from any Encumbrance.

9.1.2

All renewal and application fees and other steps required for the maintenance of any Registered IPR have been paid and taken and no steps need to be taken now or in the next 3 months from the date of this Agreement to meet any administrative or procedural deadline in order to maintain or obtain any rights or registrations in respect of such Registered IPR.

9.1.3

Neither the validity or subsistence of the Company IPR is the subject of any current, pending or threatened challenge, claim or proceedings (including opposition, cancellation, modification, revocation or rectification) nor has it been in the three years prior to the date of this Agreement. There are no facts or matters which might give rise to any such challenge, claim or proceedings.

9.2

Licences

9.2.1

Complete and accurate copies (or in the case of unwritten licences, agreements or arrangements, the material details) of all material licences, agreements and arrangements (express or implied) under which the Company, or the business of the Company, (a) uses or exploits, or has agreed to use or exploit any Intellectual Property owned by a third party (including a Seller Related Persons); or (b) has licensed or agreed to licence any Company IPR to any third party (including a Seller Related Persons); (IPR Licences)  are set out in Part 2 of Schedule 7.

9.2.2

Complete and accurate details of any co-existence agreements or settlement agreements (IPR Agreements) are disclosed in Part 3 of Schedule 7

9.2.3

No person has breached or is in breach, or is in default of, and the Company nor any of the Seller Related Persons have within the last 12 months received or issued a written notice in respect of any breach or termination, in relation to any IPR Licences or IPR Agreements. The Sellers have not, in the last 12 months, received written notice of any circumstances which are likely to give rise to a material default by the Company or other parties under the IPR Licences or IPR Agreements.

9.3

Sufficiency

9.3.1

All registered Intellectual Property and all material unregistered Intellectual Property which are used by the business of the Company are set out in Schedule 7 Part 1 and Part 2.

9.3.2

Neither of the Sellers, nor any Seller Related Person or any of the Company's officers, directors, employees or agents, owns or is licensed to use any Intellectual Property which is also used in and is material to the business of the Company.

9.4

Infringement of third party rights

9.4.1

The activities of the Company do not infringe the Intellectual Property of any third party, and the Company has not received written notice of any such alleged infringement.

9.4.2

None of the Company IPR is the subject of any litigation, arbitration, mediation, administrative or criminal proceedings (other than the ordinary prosecution of applications for registration or maintenance) and the Company has not received any written notice that such proceedings are pending or threatened.

9.5

Infringement by third parties

9.5.1

No third party is infringing any Company IPR.

9.6

Confidential information

9.6.1

No confidential information or Know How relating to the business of the Company has been disclosed, or permitted, undertaken or arranged to be disclosed by or on behalf of the Company to any person (except in the ordinary course of business and under an obligation of confidence) and the Company has not received written notice that there has been unauthorised use of such confidential information or Know how by any third party.

9.6.2

Nothing done or omitted to be done by the Company has breached, or is breaching, any right of any third party to confidence.

9.7

Creation of Intellectual Property

9.7.1

All employees and contractors who have created or developed any Intellectual Property which is material to the business of the Company, are and were contracted on terms under which any Intellectual Property created, developed or discovered by any person, vested in the Company; and where such IP currently subsists, it is fully vested in the Company.

9.8

Data Protection

9.8.1

The Company has complied with all applicable requirements of the Data Protection Legislation.

9.8.2

The Company has not received any notice alleging non-compliance with the Data Protection Legislation (including any Enforcement Notice) and no order has been made against the Company for the rectification, blocking, erasure or destruction of any data under the Data Protection Legislation.

10.

COMMERCIAL ARRANGEMENTS AND CONDUCT

10.1

Material Contracts

10.1.1

any contract to which the Company is a party of guarantee, indemnity or suretyship or any contract to which the Company is a party to secure any obligation of any person;

10.1.2

any Material Contract;

10.1.3

any sale or purchase option or similar agreement or arrangement affecting any  material assets owned or used by the Company or by which it is bound;

10.1.4

any joint venture, consortium or partnership agreement or arrangement to which the Company is a party;

10.1.5

any material liability, obligation or commitment on the part of the Company which:

(A)

is incapable of complete performance within  three months from the date of this Agreement; or

(B)

has not been incurred in the ordinary course of business;

10.1.6

any material agreement or arrangement relating to commercial agents;

10.1.7

any agreement or arrangement that limits or purports to limit the ability of the Company or any current or future Affiliate thereof to compete in any line of business or with any person or in any geographic area or during any period of time; or

10.1.8

any written notice of material default under a Material Contract sent or received by the Company in the last six months.

10.2

Systems compliance

11.

LITIGATION and INSURANCE

11.1

Legal proceedings

11.2

Unlawful acts

11.3

Official investigations

11.4

Insurance

11.4.1

The Data Room contains summary details of all material policies of insurance taken out in connection with the business or assets of the Company ("Policies"). The Policies are in full force and effect and all premiums due in respect of the Policies have been paid.

11.4.2

No claim under the Policies in excess of £25,000 is outstanding and there are no circumstances notified to the insurers likely to give rise to such a claim.

11.4.3

No claim under any policy of insurance taken out in connection with the business or assets of the Company is outstanding and there are no circumstances notified to the insurers likely to give rise to such a claim.

11.4.4

The Company is in compliance with its notification obligations under the Policies with respect to reporting to insurers any events or circumstances that give rise to, or are likely to give rise to, any claim thereunder.

12.

Corporate organisation and business

12.1

The Company

12.2

Constitutional documents

12.3

Books and registers

12.4

Compliance with law

13.

employees

13.1

In respect of the role, hours and location of work, current salaries, ages, lengths of continuous service, notice periods, bonus and other incentive and benefit arrangements of (i) the Executive Team, full and accurate details are contained in the Data Room, and (ii) all other current Employees, details have been disclosed (on an anonymised basis) in the Data Room.

13.2

Complete copies of the Company's current standard terms and conditions of employment and staff handbook and policies and procedures applicable to Employees have been included in the Data Room.

13.3

Complete copies of the contracts of employment (including details of any and all variations of current remuneration and benefits) of the Executive Team have been included in the Data Room.

13.4

Complete copies of all current written collective agreements with any recognised trade union representing all or any of the Employees (if any) have been included in the Data Room.

13.5

The Company has not entered into and there is not in effect any contract with any Employee which cannot be terminated in accordance with its terms by the Company by giving three months' notice or less or which entitles the Employee to compensation exceeding the value of three months' remuneration if terminated without notice.

13.6

No member of the Executive Team has given or been given notice to terminate his/her employment, which has not yet expired.

13.7

No change from the terms of employment or consultancy included in the Data Room has been proposed to any person.

13.8

There are no existing claims or actual or threatened litigation against the Company by or in respect of any Employee or former Employee of the Company in respect of his/her employment, or the termination of his/her employment or the provision of any benefits, or any disputes or industrial action for the purposes of collective industrial relations, and no such litigation, claim, action or dispute has arisen or taken place within the last two years.

13.9

There are no disciplinary or grievance proceedings in relation to any Employee or former Employee of the Company currently contemplated, anticipated or threatened or in the course of being followed by the Company or which are the subject of appeal.

13.10

The Company does not have any agreement or arrangement or practice for the making of payments or the provision of benefits to any Employee on redundancy other than the statutory minimum required by Applicable Law.

13.11

Complete details of all atypical workers, including but not limited to consultants, individual contractors and agency workers, currently engaged by the Company and all terms and conditions applicable to their engagement have been included in the Data Room.  

13.12

The Company has, in relation to each of its Employees and to each of its former Employees (a) complied with its obligations under all Applicable Laws in all material respects and (b) discharged fully its obligations to pay all salaries, wages, commissions, bonuses, overtime pay, holiday pay, sick pay, insurance premiums, accrued entitlement under incentive schemes and other benefits of or connected with employment or services up to the date of this Agreement.

13.13

Individuals who work in Topshop (Oxford Circus) pursuant to the Topshop Concession are Employees of the Company.

14.

Pensions

14.1

There is no arrangement or agreement to which the Company contributes or has or may have any obligation whether or not legally binding to provide or contribute towards for the provision of any retirement benefits for any Employee, or officer, or former Employee, or officer of the Company or for the spouse or dependant of any such person.

14.2

The Data Room contains particulars of any arrangements for the provision of medical, sickness, permanent health, death, disability or accident benefits or similar cover for Employees or officers or former Employees or officers of the Company or for any spouse or dependant of any such person.

14.3

There are not  in respect of the provision of (or failure to provide) pension, lump-sum, death, ill-health, disability or accident benefits by the Company in relation to the Employees or members of the Executive Team, any claims or actions in progress, pending, threatened or anticipated (other than routine claims for benefits) and there are no circumstances which could give rise to any such claims, actions or disputes.

14.4

The Company has complied with its automatic enrolment obligations as required by the Pensions ▇▇▇ ▇▇▇▇ ("PA 2008") and associated legislation. No notices, fines, or other sanctions have been issued by the Pensions Regulator and no instances of non-compliance with the automatic enrolment obligations have been notified to the Pensions Regulator in respect of the Company.

14.5

No written undertaking or assurance has been given by the Company to any Employee as to any changes to, or the continuance of pension entitlements.

14.6

No Employee or member of the Executive Team has any rights to enhanced pension benefits on redundancy, dismissal or early retirement as a result of a transfer of an undertaking or part of an undertaking to which either the Transfer of Undertakings (Protection of Employment) Regulations 1981 or the Transfer of Undertakings (Protection of Employment) Regulations 2006 applied.

14.7

The Company has not, at any time within the six years prior to Completion, been "connected" with or an "associate" of any employer which is or has been participating in a pension scheme to which section 38, 43, 47 or 58 of the Pensions ▇▇▇ ▇▇▇▇ applies.  For these purposes "connected" and "associate" have the meanings given to them in sections 435 and 249 of the Insolvency ▇▇▇ ▇▇▇▇ respectively.

15.

INSOLVENCY

15.1

The Company has not initiated, engaged in, or received written notice that any steps have been taken or proposed, in relation to the winding up, bankruptcy, administration, insolvency, dissolution or re-organisation of the Company, nor that any analogous procedure or step has been taken in any jurisdiction in relation to the Company.

15.2

The Company has not appointed and has not received written notice of the appointment of any administrator, receiver, administrative receiver, liquidator, compulsory manager or similar officer has been appointed in respect of the Company or any of its respective assets, nor that any steps intended to result in such an appointment have been taken.

15.3

The Company is not insolvent or bankrupt under the laws of its jurisdiction of incorporation or unable to pay its debts as they fall due and the Company has not stopped paying its debts as they fall due or notified any material creditor of the Company that it intends to do so.

15.4

No compromise or arrangement with any creditor has been proposed in respect of the Company.

15.5

The Company has not taken, and has received written notice of any step towards enforcement of any security over any asset of the Company.

16.

WARrANTOR KNOWLEDGE

16.1

^* (Finance and Operations Director) - all paragraphs of Schedule 4

16.2

*(Head of International) - paras 3.3.3, 3.3.4, 3.5.2 (consignment sales), 3.5.3, 3.5.4 and 3.5.5 (trade debtors), 10.1 (material contracts), 11.1-11.4 (legal claims), 12.4 (legal compliance) of Part A of Schedule 4

16.3

*(International Brand Manager) - paras 3.3.3, 3.3.4, 3.5.2 (consignment sales), 3.5.3, 3.5.4 and 3.5.5 (trade debtors), 10.1 (material contracts), 11.1-11.4 (legal claims), 12.4 (legal compliance) of Part A of Schedule 4

16.4

*(UK Brand Manager) - paras 3.3.3, 3.3.4, 3.5.2 (consignment sales), 3.5.3, 3.5.4 and 3.5.5 (trade debtors), 10.1 (material contracts), 11.1-11.4 (legal claims), 12.4 (legal compliance) of Part A of Schedule 4

16.5

*(Training and Concessions Manager) - para 4.1, and 13.1 of Part A of Schedule 4;

16.6

*(Production Coordinator) - para 3.5.1 (product defects), 5.1, 5.2 (investigations), 9 (Intellectual Property), 10.1 (material contracts), 11.1-11.4 (legal claims), 12.4 (legal compliance) of Part A of Schedule 4

16.7

*(Office Manager/PA) - para 4.2 (office assets), 5.3, 7.1 - 7.7 (real property), 8.1, 10.1 (material contracts), 10.2, 11.1 – 11.3 (legal claims), 11.4 (insurance), 12.4 (legal compliance) 13 and 14 (employee matters), of Part A of Schedule 4

16.8

*(Creative Brand Manager) – para 9.3.1 and 9.5.1 (Intellectual Property), of Part A of Schedule 4

^* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT

1.

TAX

1.1.1.

The Company has properly submitted all material Tax Records to the relevant Tax Authorities within such periods as are required by law, all such submitted Tax Records were, when submitted, complete, correct and accurate in all material respects and all Tax Records assumed to have been submitted for the purposes of drawing up the Accounts have been properly submitted.

1.1.2.

The Company has duly and punctually paid all Tax (including where required by way of deduction or withholding and including any requirement to account for such deducted or withheld tax) for which it is liable and which has fallen due for payment prior to the date of this Agreement and the Company is not liable nor has it since the date of its incorporation been liable, to pay any material interest, fine or other penalty in connection with Tax.

1.3.1.

the Company has not entered into or carried out any transaction outside the ordinary course of business which has given rise to a liability to Taxation on the Company (or would have given rise to such a liability but for the availability of any Tax Relief); and

1.3.2.

no accounting period of the Company has ended.

1.5.1.

The Company has at all times since its incorporation been resident for Tax purposes only in the United Kingdom and will be so resident as at the date of this Agreement.

1.5.2.

The Company has no permanent establishments in any jurisdiction outside the United Kingdom.

1.10.1.

The Company has, to the extent required by law, properly, in full and on a timely basis, paid or accounted to the relevant Tax Authority for any Tax and social security contributions due on, deducted or withheld from any payment made or on the provision of any benefit or other reward or emolument to any employee or officer or former or future employee or officer of the Company or any person required for any Tax purpose to be treated as an employee or officer of the Company.

1.10.2.

For any restricted securities (as defined in section 423 of ITEPA 2003) acquired by any of the Sellers in the Company:

1.10.2.1.

a joint election fully to disapply Chapter 2 of Part 7 of ITEPA 2003 has been made under section 431(1) of ITEPA 2003;

1.10.2.2.

all such joint elections have been properly made using forms approved by HMRC and within the applicable time limits;

1.10.2.3.

the amount paid by a Seller to acquire any restricted securities owned by them was not less than their unrestricted market value at the time of the relevant acquisition.

1.10.3.

No distributions within Chapter 4 Part 23 CTA 2010 have been made by the Company.

1.10.4.

No outstanding loan or advance within section 455 CTA 2010 has been made or agreed to by the Company and the Company has not since the Accounts Date released or written off the whole or part of the debt in respect of loan or advance falling within section 455 CTA 2010.

1.12.1.

section 23 of TCGA 1992 (compensation and insurance monies);

1.12.2.

section 135 and 136 of TCGA 1992 (reconstructions and amalgamations);

1.12.3.

section 139 of TCGA 1992 (transfers of assets on reconstructions and amalgamations);

1.12.4.

sections 140A and 140C of TCGA 1992 (transfer of a trade);

1.12.5.

section 152-154 (inclusive) of TCGA 1992 (replacement of business assets); and

1.12.6.

section 165 of TCGA 1992 (gifts of business assets).

1.13.1.

The Company is and always has been a taxable person for VAT purposes and is registered as such with the relevant Tax Authority in the jurisdictions where such registration is required under Tax Statute.  

1.13.2.

All supplies made by the Company in the 2 years prior to the date of this Agreement, including those made in respect of all Real Properties in which the Company has or has had an interest, are subject to VAT in full.  The Company is able to and does fully recover or obtain credit or allowance for any VAT paid by the Company.

1.15.1.

The Company has not given any extant indemnity or guarantee to any other person in respect of such person's Tax liability, save for any liability in respect of VAT incurred in the ordinary course of business.

1.

Incorporation

2.

Corporate power and authority

3.

Due authorisation, execution and delivery

4.

No breach

4.1

result in a breach of or conflict with any provision of its articles of association or equivalent constitutional documents;

4.2

result in a material breach of, or constitute a material default under, any agreement or instrument to which it is a party or by which it is bound; nor

4.3

result in a breach of any Applicable Laws or regulations or of any order, decree or judgment of any court or any Authority in any jurisdiction or any restriction of any kind by which the Purchaser is bound or subject;

5.

Solvency

5.1

No steps have been taken or proposed in relation to the winding up, bankruptcy, administration, insolvency, dissolution or re-organisation of the Purchaser, nor has any analogous procedure or step been taken or proposed in any jurisdiction in relation to the Purchaser.

5.2

No administrator, receiver, administrative receiver, liquidator, compulsory manager or similar officer has been appointed in respect of the Purchaser or any of its respective assets, and no steps intended to result in such an appointment have been taken.

5.3

The Purchaser is not insolvent or bankrupt under the laws of its jurisdiction of incorporation or unable to pay its debts as they fall due, and the Purchaser has not stopped paying its debts or indicated an intention to do so.

5.4

No compromise or arrangement with any creditor has been proposed in respect of the Purchaser.

5.5

No step has been taken towards enforcement of any security over any asset of the Purchaser.

6.

No Claim

^* THIS SCHEDULE HAS BEEN OMMITTED PURSUANT TO ITEM 601(B)(2) OF REGULATION S-K.

^* THIS SCHEDULE HAS BEEN OMMITTED PURSUANT TO ITEM 601(B)(2) OF REGULATION S-K.

^* THIS SCHEDULE HAS BEEN OMMITTED PURSUANT TO ITEM 601(B)(2) OF REGULATION S-K.

1.

In this Agreement each of the following words and expressions shall have the following meanings:

a)

pursuant to Clause 2.1.2 or 2.2 of the Tax Deed;

b)

for breach of any of the Tax Warranties given at paragraphs 1.10.2.3, 1.11 and 1.15 of Part B of Schedule 4;

c)

in respect of any tax liability which is primarily the liability of a party other than a member of the Target Group, whether as a result of an election or otherwise, or which arises by virtue of a member of the Target Group being a member of a tax group, but which is not referable to supplies, income or profits made by a member of the Target Group; or

d)

in respect of any tax liability arising in connection with the application of transfer pricing legislation in respect of any Target Group member or an inability of the relevant Target Group member to substantiate a transfer pricing policy to the relevant taxation authority;

^* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT

^* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT

2.

In this Agreement, words and expressions defined in the Companies Acts shall bear the same meaning as in those Acts unless expressly stated otherwise.

3.

In this Agreement, except where the context otherwise requires:

3.1

any reference to this Agreement includes the Schedules to it each of which forms part of this Agreement for all purposes;

3.2

a reference to an enactment, EU instrument or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment, EU instrument or statutory provision and is a reference to that enactment, EU instrument, statutory provision or subordinate legislation as from time to time amended, modified, incorporated or reproduced and to any enactment, EU instrument, statutory provision or subordinate legislation that from time to time (with or without modifications) re-enacts, replaces, consolidates, incorporates or reproduces it;

3.3

words in the singular shall include the plural and vice versa;

3.4

"material" or "materially" shall be construed as a reference to materiality in the context of the business of the Company as a whole;

3.5

references to one gender include other genders;

3.6

a reference to a person shall include a reference to a firm, a body corporate, an unincorporated association, a partnership or to an individual's executors or administrators;

3.7

a reference to a Clause, paragraph, Schedule (other than to a schedule to a statutory provision) shall be a reference to a Clause, paragraph, Schedule (as the case may be) of or to this Agreement;

3.8

if a period of time is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day;

3.9

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates the English legal term in that jurisdiction and references to any English statute or enactment shall be deemed to include any equivalent or analogous laws or rules in any other jurisdiction;

3.10

a person shall be deemed to be connected with another if that person is connected with another within the meaning of section 1122 of the CTA 2010;

3.11

references to writing shall include any modes of reproducing words in any legible form and shall include email except where expressly stated otherwise;

3.12

a reference to a balance sheet or profit and loss account shall include a reference to any note forming part of it;

3.13

a reference to "includes" or "including" shall mean "includes without limitation" or "including without limitation";

3.14

references to documents "in the agreed form" or any similar expression shall be to documents agreed between the Parties, annexed to this Agreement and initialled for identification by, or on behalf of, the Sellers and the Purchaser;

3.15

the contents page and headings in this Agreement are for convenience only and shall not affect its interpretation; and

3.16

references to this Agreement include this Agreement as amended or supplemented in accordance with its terms.