DATED 15 MAY 2020 PROJECT GIANT BIDCO LIMITED as Buyer DAVID BALL as Buyer’s Guarantor AND SUNDIAL UK LIMITED as Seller SUNDIAL GROWERS INC as Seller’s Guarantor SALE AND PURCHASE AGREEMENT

PROJECT GIANT BIDCO LIMITED, a company incorporated under the laws of England and Wales with registered number 12586015, having its registered office at ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ House, Castle Meadow Road, Nottingham, England NG2 1BJ (the “Buyer”);

▇▇▇▇▇ ▇▇▇▇ of [Redacted: Confidential Information] (the “Buyer’s Guarantor”);

SUNDIAL UK LIMITED, a company incorporated under the laws of England and Wales with registered number 11800359, having its registered office at ▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ Angel Court, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the “Seller”); and

SUNDIAL GROWERS INC., a company incorporated under the laws of Alberta, Canada, having its registered office at 200, 919 – ▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Seller’s Guarantor”).

The Target (as defined below) is a private company limited by shares incorporated under the laws of England and Wales.

The Target has an issued share capital of £2,130.58 divided into 213,058 ordinary shares of £0.01 each which shares (together with an additional share to be issued under the Capitalisation prior to Closing, the “Purchased Shares”) are entirely held, as of the date hereof, by the Seller.

Project Seed Bidco Limited has also issued the Loan Notes to the Seller, being an aggregate of £16,945,000 A Loan Notes and £1,139,000 B Loan Notes.

The Seller agrees to sell to the Buyer, and the Buyer agrees to buy from the Seller, the Purchased Shares, the Residual Intercompany Loans and Loan Notes, upon the terms and subject to conditions of this Agreement.

The Seller has granted security over the Purchased Shares and Loan Notes in favour of SAF ▇▇▇▇▇▇▇ II LP as indicated in Schedule 1 and will require its consent to the terms and conditions of this Agreement.

The Seller’s Guarantor requires the consent of its lenders (together the “Seller’s Guarantors’ Banks”) to provide the financial assistance to the Seller under this Agreement.

DEFINITIONS

Defined Terms

any liability of any Group Entity to make a payment of, or in respect of, or on account of, Tax (in which case the amount of the liability is the amount of the payment); and

the use or setting off of any Relief shown as an asset in the Management Accounts, any Relief arising in connection with an event occurring after Closing or any Relief belonging to the Buyer or an Affiliate of the Buyer where, but for that set off or use, any Group Entity would have had a liability to make a payment of or in respect of Tax (in which case, the amount of the liability is the amount of Tax for which the Group Entity would have been liable but for the set off or use).

borrowings from any bank, financial institution or other entity;

indebtedness arising under any bond, note, loan stock, debenture, guarantee, commercial paper or similar instrument;

obligations under any conditional sale, title retention, forward sale or purchase or any similar agreement or arrangement creating obligations with respect to the deferred purchase price of property (other than customary trade credit given in the ordinary course of trading);

corporation tax, PAYE, national insurance contributions and VAT payable by the Group for or in connection with the period prior to Closing;

indebtedness under any hire purchase agreement or finance lease (whether for land, machinery, equipment or otherwise) which is a liability under UK GAAP;

any indebtedness for monies borrowed or raised under any other transaction that has the commercial effect of borrowing;

all unpaid accrued interest on any borrowings or indebtedness referred to in the paragraphs above, together with any prepayment premiums or other penalties, fees, expenses or breakage costs arising (or which would arise) in connection with the repayment of any such borrowings or indebtedness on Closing;

any losses accrued between the Management Accounts Date and Closing;

any unpaid bonuses payable to Employees or former employees of the Group;

any unpaid costs accrued in relation to the construction and fit out of Phase I and Phase II of the Clay Lake Property (including plant, machinery and equipment on site or the subject to an order) but excluding any contingent liabilities in respect of future works not carried out at Closing or plant machinery and equipment not yet ordered at Closing;

all unpaid trade debts of the Group which have been outstanding for a period of 90 days or more; and

any other indebtedness of the Group not included under (a) to (k) inclusive above which is outside its ordinary course of business,

any actual or deemed dividend or distribution (in cash or in specie) declared, paid or made by any Group Company to the Seller and/or any of its Affiliates;

any:

payments made to, or for the benefit of;

future benefits granted to, or for the benefit of;

assets or rights transferred at an undervalue or surrendered to, or for the benefit of (and for the purpose of this limb only the amount of any undervalue shall be Leakage);

liabilities assumed or incurred or discharged for the benefit of; or

any guarantee, indemnity or Encumbrance granted to or for the benefit of, or in respect of the obligations or liabilities of,

any payments made or agreed to be made by any Group Company to the Seller, and/or any of its Affiliates in connection with the share capital or other securities of any Group Company including any issue, redemption, purchase, repayment or other return of capital event in respect of the share capital, loan capital and/or other securities of any Group Company;

the waiver, release or discount by any Group Company of any amount or obligation, or any claim in respect thereof, owed to that Group Company by the Seller and/or any of its Affiliates;

the purchase by any Group Company from the Seller and/or its Affiliates of any assets or services not on arm’s length terms or otherwise at an overvalue (and for the purpose of this definition, only the amount in excess of the fair value will be considered Leakage);

any other payment or benefit in kind made or paid by any Group company to the Seller and/or its Affiliates, other than contractual remuneration and benefits;

the payment or settlement of any liability for the benefit of the Seller and/or its Affiliates including any fees, costs or expenses which are or were incurred by a Group Company: (i) in relation to the sale of the Purchased Shares and Loan Notes under this Agreement; or (ii) as a result of the matters set out in paragraphs (a) to (f) above;

any agreement or arrangement made or entered into by a Group Company to do or give effect to any matter referred to in paragraphs (a) to (g) above;

any Tax incurred by any member of the Group Entity in respect of any of the matters referred to in (a) to (h) above; and/or

any third party costs and expenses of the Buyer or any Group Company (including without limitation those costs and expenses of its or their professional advisors) reasonably and properly incurred in defending, compromising or mitigating against any claim by a third party which is the subject of Leakage.

a change in law;

a change in the accounting bases on which the Target or any Subsidiary values its assets; or

a voluntary act or omission of the Buyer,

sums to which part 11 of ITEPA 2003 and regulations under section 684 of ITEPA 2003 apply, and

Class 1, Class 1A and Class 1B contributions referred to in section 1(2) of the Social Security Contributions and Benefits ▇▇▇ ▇▇▇▇.

Interpretation:

The table of contents and headings contained in this Agreement are for convenience of reference only shall not affect the interpretation of this Agreement.

References to Clauses and Schedules are to the Clauses of and Schedules to this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

A reference to this Agreement or to any other agreement or documents referred to in this Agreement is a reference to this Agreement or such other agreement or document as amended, restated, amended and restated, supplemented, altered, changed, modified varied and/or novated in accordance with its terms from time to time.

A reference to an amendment includes a novation, alteration, change, restatement, re-enactment, supplement or variation (and amended and amend shall be construed accordingly).

Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

A reference to a body corporate shall include any company, corporation or other body corporate, wherever and however incorporated or established.

A reference to writing or written means any method of reproducing words in a legible and non-transitory form.

This Agreement shall be binding on and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to a Party shall include that party’s personal representatives, successors and permitted assigns.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to a document in Agreed Form are to that document in the form agreed by its parties and initialled by them or on their behalf for identification on the date of this agreement.

Unless otherwise provided, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time provided that, as between the parties, no such amendment, extension or re-enactment made after the date of this Agreement shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

Subject as provided in Clause 1.2(m), a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

Any obligation on a Party not to do something includes an obligation not to allow that thing to be done if within that Party’s control.

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

Reference to any English legal term for any action, remedy, method of proceedings, 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 in that jurisdiction to the English legal term.

The expression “ordinary course of business” or “business in the ordinary course” means the ordinary and usual course of the Business consistent in all respects (including nature and scope) with prior practice.

All amounts payable under this Agreement shall be in CAD$ and accordingly any amounts calculated in £ or any other currency shall be converted to CAD$ on the relevant date (or the prior Business Day if appropriate) at the spot rate of HSBC UK Bank plc at the time of the deemed conversion.

PURCHASE AND SALE

Purchase and Sale

Upon the terms and subject to the conditions of this Agreement, with effect as of the Closing Date, the Seller agrees to sell and transfer to the Buyer, and the Buyer purchases from the Seller, all of the Purchased Shares, the Residual Intercompany Loans and Loan Notes (which shall be purchased at face value) with full title guarantee, free and clear of all Encumbrances and with all rights and benefits (in particular, the right to receive all dividends and distributions declared, made or paid on or after the date hereof) attaching thereto, for the consideration specified at Clause 2.2.

Neither the Seller nor the Buyer is obliged to complete the sale and purchase of any of the Purchased Shares, the Residual Intercompany Loans or Loan Notes unless the sale and purchase of all the Purchased Shares, the Residual Intercompany Loans and Loan Notes is completed simultaneously.

Purchase Price

the price for the Loan Notes shall be the amount equal to the principal amount of and all accrued but unpaid interest on the Loan Notes;

the price for the Residual Intercompany Loans shall be its face value and all accrued but unpaid interest on such Residual Intercompany Loans (provided the value shall not have the effect of reducing the price for the Purchased Shares below CAD $1); and

the price for the Purchased Shares shall be the amount equal to Purchase Price less the aggregate amount payable for the Loan Notes under Clause 2.2(a) and for the Residual Intercompany Loans under Clause 2.2(b) above but shall not be less than CAD$1.

Payment of Purchase Price

The Purchase Price shall be satisfied as follows:

the Buyer shall assume the liability and obligations of the Seller to repay SAF in respect of an amount equal to CAD$45,000,000 in accordance with the terms under the relevant SAF Facility Deeds of Novation; and

the Buyer shall assume the liability of the Seller to the Target in the sum of CAD$45,000,000 in accordance with the terms under the Former Management Sellers’ Settlement Deed.

The Seller acknowledges and agrees that the satisfaction of the Purchase Price in accordance with Clause 2.3 shall constitute good and valid discharge of the obligations of the Buyer to pay the Purchase Price to the Seller, without any further action of the Buyer and for the avoidance of doubt, the Buyer shall not be concerned to see the application of the monies so paid.

Adjustment

If and to the extent applicable, the Purchase Price shall be adjusted to account for half of the total cost of the W&I Policy (including without limitation the insurance premium, insurance premium tax, broker’s commission and underwriting fee) up to a maximum amount of CAD$150,000 (“Adjustment”).

The Seller covenants to pay an amount equal to the Adjustment to the Buyer within 5 Business Days of receiving a written demand from the Buyer (which shall be accompanied by a copy of the payment due, or receipt of the full payment made in advance by the Buyer, in respect of the W&I Policy).

LEAKAGE UNDERTAKING

The Seller warrants and undertakes to the Buyer that during the period commencing on (and including) the Management Accounts Date up to (and including) the Closing Date, no Leakage will occur.

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

Subject always to Clause 3.4 and Clause 3.5, the Seller shall indemnify the Buyer against any Leakage in breach of the undertaking in Clause 3.1 and undertakes to pay to the Buyer on demand (or permit an appropriate reduction of any Purchase Price amounts yet to be paid):

a sum equal to the amount necessary to put the Group into the position they would have been if such Leakage had not occurred;

a sum equal to all costs and expenses reasonably and properly incurred by the Buyer in connection with such Leakage; and

such sum as is necessary to ensure that after the deduction of any tax due on any amount payable under this Clause 3.3 (whether by way of direct assessment or withholding at its source), the Buyer is left with the same amount it would have had if the payment was not subject to tax.

The Seller shall have no liability for a Leakage Claim unless it has received written notice of such Leakage Claim from the Buyer (including reasonable details (in so far as they are known to the Buyer) of the matter or event giving rise to the Leakage Claim and, as far as is reasonably practicable, the amount payable by the Seller in respect of the Leakage Claim) on or before the date falling twelve (12) months after Closing. The liability of the Seller under this Clause 3.4 shall terminate on the date falling twelve (12) months after Closing except as regards any Leakage Claim(s) previously made within that period. Any Leakage Claim which is notified in accordance with this Clause 3.4 but not satisfied, settled or withdrawn will be unenforceable against the Seller on the expiry of nine (9) months starting from the date of notification to the Seller of such Leakage Claim unless proceedings (including full particulars) in respect of such Leakage Claim have been issued and validly served on the relevant Seller within that nine-month period.

For the avoidance of doubt, the Seller shall have no liability to the Buyer in respect of any Leakage Claim if Closing does not occur and the Buyer’s sole remedy with respect to any Leakage Claim is a claim under Clause 3.3.

Nothing in this Clause 3 shall have the effect of limiting or excluding any liability arising as a result of fraud.

The Purchase Price shall be deemed to be reduced by the amount of any payments made to the Buyer under this Clause 3.

WARRANTIES

The Seller shall warrant to the Buyer:

that each Fundamental Warranty set out in Part 1 of Schedule 2 is true, accurate and not misleading; and

that, to the Knowledge of the Seller and except as Disclosed, each warranty set out in Parts 2, 3 and 4 of Schedule 2 is true, accurate and not misleading,

The Buyer warrants to the Seller that each Buyer Warranty is true, accurate and not misleading as at the date of this Agreement.

The Seller’s Guarantor warrants to the Buyer that each Seller’s Guarantor’s Warranty is true, accurate and not misleading as at the date of this Agreement and in the case of the Fundamental Warranties only, on the Closing Date.

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

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

The Seller waives any claim which it may have against the Group, or any officer or employee of the Group, relating to any information supplied, or any failure to supply information, to the Seller or the Buyer, or any of their respective advisers, in connection with any Transaction Document.

COVENANTS

Exchange Deliverables

the Seller shall deliver or cause to be delivered to the Buyer, each in form and substance satisfactory to the Buyer, acting reasonably, the following documents:

the Former Management Sellers’ Settlement Deed (and all documents referred to in it);

the DB Settlement Deed;

the Deed of Waiver; and

the Deed of Assignment;

the Buyer shall deliver or cause to be delivered to the Seller, each in form and substance satisfactory to the Seller, acting reasonably, the following documents:

the Former Management Sellers’ Settlement Deed (and all documents referred to in it) signed by the Buyer and each of the Former Management Sellers;

the DB Settlement Deed signed by ▇▇▇▇▇ ▇▇▇▇; and

the Deed of Assignment signed by the Buyer,

Access to Books and Records

Conduct of Business prior to Closing

carry on the Business only in the ordinary course of business and shall not, without the prior written consent of the Buyer, enter into any transaction which, if effected before the date of this Agreement, would constitute a breach of any Warranty (as if the Warranties had been given on the date hereof), covenant or other obligation hereunder of the Seller;

carry on the Business at the direction of the Management Team and shall not interfere with the conduct of Business in the ordinary course by the Management Team (acting in good faith);

use all commercially reasonable efforts to preserve intact the Business, organisation and goodwill, and to maintain satisfactory relationships with its

use all commercially reasonable efforts to cause its current insurance policies not to be cancelled or terminated or the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies, and where possible, for substantially similar premiums, are in full force and effect;

use all commercially reasonable efforts to give or obtain, at or prior to the Closing Date, all notices and Consents required by the Group Entities in respect of the Closing of the transactions contemplated by this Agreement;

as soon as reasonably practicable advise the Buyer in writing of any facts that come to their attention which could reasonably be expected to constitute a breach of any Warranty (as if the Warranties had been given on the date hereof) in any material respect;

use all commercially reasonable endeavours to comply with all applicable Laws in all material respects on a basis consistent with past practice;

maintain the books, records and accounts of the Group Entities in the ordinary course of business and record all transactions required by Laws to be recorded and on a basis consistent with past practice;

take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize the execution and delivery of the Ancillary Agreements and documents contemplated hereby by the Group Entities;

use commercially reasonable efforts to satisfy the conditions contained in Clauses 6.2(a), 6.2(b) and 6.2(f);

not pay any outstanding costs referred to in (j) of Indebtedness;

not, without the prior written consent of the Buyer, not to be unreasonably withheld or delayed:

enter into any Contract that would be a Material Contract if in existence on the date hereof;

amend, modify, waive any rights under or terminate any Material Contract or the Hemp and CBD Licences;

create or permit the creation of any Encumbrance, other than Permitted Encumbrances, on the assets of any Group Entity;

grant or pay any bonus, whether monetary or otherwise, or announce, grant or implement any general wage or salary increases for any Employee (other than in the ordinary course of business) provided always that the Seller shall be permitted to award bonuses to employees of the Group in connection with Closing subject to the cost of such bonuses (including employers national insurance) being deducted from the cash consideration payable on Closing;

incur or guarantee any indebtedness in the nature of borrowings (outside the current facilities), make any loans, advances or capital contributions to, or make any other investment in, any other Person, or issue or sell any securities;

enter into any transaction with the Seller Group;

allow any Leakage to arise; or

authorise or commit any of the foregoing; and

respond diligently and as soon as reasonably practicable to the Buyer to enable the Buyer to satisfy its condition precedents to secure funding.

Confidentiality

From and after the date of this Agreement, the Parties shall not, and each Party shall cause its Affiliates and Representatives to not, disclose to any third party or use for its or their own benefit any Confidential Information provided that the restriction in this Clause 5.3(a) shall not apply to:

disclosure of Confidential Information to a director, officer or employee of the Parties or the Target whose function requires him to have the Confidential Information; or

disclosure of Confidential Information to a Party’s professional adviser for the purpose of advising such Party or to any investor or Lender (or their professional advisers (as applicable)) of the Buyer (but only such terms that such professional advisers, investors or Lenders (or the professional advisers of the investors or Lenders) undertake to comply with customary confidentiality obligations in respect of such information).

Notwithstanding Clause 5.3(a) (a), a Party may furnish such portion of the Confidential Information as such Party reasonably determines it is legally obligated to disclose if: (i) required under applicable Law or if it receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, judicial process or order, civil investigative demand or order issued by a Governmental Authority; (ii) to the extent not inconsistent with such requirement or request and legally permissible, it notifies the other Parties of the existence, terms and circumstances surrounding such requirement or request and reasonably consults with the other Parties on the advisability of taking steps available under applicable Law to resist or narrow such request or the application of such requirement; and (iii) it exercises its commercially reasonable efforts to obtain an order or other reliable assurance (to the extent reasonable to do so) that confidential treatment will be accorded to the disclosed Confidential Information.

For purposes of this Agreement, “Confidential Information” consists of all information and data, whether written or oral, concerning any Group Entity, the Business or the transactions contemplated hereby, except for data or information that is or becomes available to the public other than as a result of a breach of this Clause 5.4.

Public Announcements

No Party shall, nor shall any of them permit any of their respective Affiliates and Representatives to, issue any press release or otherwise make any public statement with respect to this Agreement, any of the Ancillary Agreements, any of the terms hereof or thereof or any of the transactions contemplated hereby or thereby without the prior written consent of the other Parties, except as may be required by applicable Law. If any Party determines, with the advice of counsel, that it or any of its Affiliates or Representatives is required by applicable Law to make any public statement regarding or to otherwise publicly disclose this Agreement, any of the Ancillary Agreements, any terms hereof or thereof or any of the transactions contemplated hereby or thereby, such Party shall, within a reasonable time before making, or permitting any of its Affiliates or Representatives to make, any public disclosure, consult with the other Parties regarding such disclosure and seek confidential treatment for such terms or portions of this Agreement or such Ancillary Agreement as may be requested by the other Parties.

The Parties agree to announce the execution of this Agreement in the Agreed Form at such time as is mutually agreed upon by the Parties.

Non-Competition; Non-Solicitation

Unless otherwise agreed in this Agreement, the Seller shall not, directly or indirectly (including, without limitation, jointly or in conjunction with any Person as principal or agent), without the prior written consent of the Buyer (which may be withheld at the Buyer’s sole discretion) until the date that is three (3) years after the Closing Date, carry on or engage in or have any interest, or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used in, any business within the United Kingdom that is the same as, substantially similar to and competitive with the Business as carried on at the Closing Date and proposed to be carried on pursuant to any of the Hemp and CBD Licences (other than acquiring, owning or holding shares of a Person listed on a recognised stock exchange or over-the-counter market that do not exceed five (5) per cent. of the outstanding equity ownership of such Person). The Seller acknowledges that the restrictions set out in this Clause 5.6 are reasonable and necessary for the protection of the legitimate interests of the Buyer.

The Seller shall not, directly or indirectly (including, without limitation, jointly or in conjunction with any Person as principal or agent), without the prior written consent of the Buyer (which may be withheld at the Buyer’s sole discretion) until the date that is three (3) years after the Closing Date:

solicit, recruit, hire or employ any person who at any time on or after the date of this Agreement is an Employee or Worker of any Group Entity; provided that the foregoing shall not prohibit: (A) a general solicitation to the public or general advertising or similar methods of solicitation by search firms not specifically directed at Employees or Workers of the Group Entities; or (B) the Seller from soliciting, recruiting or hiring any former Employee or Worker of any Group Entity who has ceased to be employed or retained by such Group Entity for at least twelve (12) months; or

knowingly disparage any Group Entity with the intention of adversely affecting the goodwill, reputation or business relationships of any Group Entity, the Buyer or any of their respective Subsidiaries and Affiliates with the public generally, or with any of their suppliers or Employees or Workers.

The Seller shall not, directly or indirectly (including, without limitation, jointly or in conjunction with any Person as principal or agent), without the prior written consent of the Buyer (which may be withheld at the Buyer’s sole discretion) at any time after Closing, use, in the course of any business, any trade or service ▇▇▇▇, business or domain name, design or logo which, at Closing, was or had been used by any Group Entity, or anything which, in the reasonable opinion of the Buyer, is capable of confusion with such words, ▇▇▇▇, name, design or logo.

The Seller acknowledges that the Seller’s covenants set out in this Clause 5.6 are an essential element of this Agreement and that any breach by the Seller of any provision of this Clause 5.6 is likely to result in irreparable injury to the Group Entities and the Buyer. The Seller acknowledges that in the event of such a breach, in addition to all other remedies available at law, any of the Group Entities or the Buyer shall be entitled to equitable relief, including injunctive relief.

If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Clause 5.6 are unreasonable, it is the intention and the agreement of the Parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on a Party’s conduct that are reasonable in light of the circumstances and as are necessary to assure to the applicable Party the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Clause 5.6 because taken together they are more extensive than necessary to assure to the Parties the intended benefits of this Agreement, it is expressly understood and agreed by the Parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

The Seller has granted the covenants set out in this Clause 5.6, which are an integral part of this Agreement, to preserve the value of the Purchased Shares and Loan Notes and no proceeds payable by the Buyer to the Seller pursuant to this Agreement shall be allocable to the granting of such covenants.

If the Buyer requests prior to Closing, the Seller shall procure that the Target shall effect the Capitalisation in the amount required by the Buyer and the Seller shall assign the indebtedness in such amount to the Target absolutely free from encumbrances.

CLOSING

Closing

Conditions of Closing for the Benefit of the Buyer

each of (i) the Fundamental Warranties given in favour of the Buyer pursuant to this Agreement; and (ii) the Warranties under paragraph 30 of Part 2 of Schedule 2 (if so given in favour of the Buyer on the Closing Date), shall be true and correct in all respects on the Closing Date and the Seller shall have executed and delivered to the Buyer a certificate confirming that the Fundamental Warranties in this Agreement and the Warranties under paragraph 30 of Part 2 of Schedule 2 are given on that basis;

the Seller shall have performed, fulfilled and complied, and shall have caused the Group Entities to perform, fulfil and comply, with all of the obligations, covenants and conditions of this Agreement to be performed, fulfilled or complied with by the Seller and the Group Entities, as applicable, at or prior to the Closing Date and the Seller will have executed and delivered to the Buyer a certificate to that effect;

the Seller shall deliver to the Buyer within 5 Business Days before Closing its balance sheet (prepared on a reasonable basis to assess solvency under s123 of the Insolvency Act 1986) evidencing its solvency and compliance with paragraph 4 of the Fundamental Warranties as at Closing;

no written notice having been received by the Parties of any legal or regulatory action or proceeding being pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Purchased Shares, the transfer of the Residual Intercompany Loans or transfer of the Loan Notes contemplated hereby or in the reasonable opinion of the Buyer (supported by Queens Counsel in the form of an opinion from the Queens Counsel), due to changes in law after the date of this Agreement, subsequent amendments to this Agreement or subsequent disclosures by the Seller, Closing would amount to a breach of the Proceeds of Crime Act and consent or deemed consent would not be forthcoming from the National Crime Agency;

there shall be no injunction in effect against Closing entered by a court of competent jurisdiction;

the Seller shall have delivered all closing deliverables set out in Clause 6.4; and

the Buyer shall have:

secured unconditional funding of CAD $45,000,000 from SAF and agreed the terms of the SAF Facility Deeds of Novation with SAF and the Seller (in each case on terms which are acceptable to the Buyer in its absolute discretion which shall include without limitation:

the satisfaction of all conditions precedent;

the release of the Seller of its liabilities, and security granted, to SAF under existing credit arrangements of the Seller Group with SAF; and

consent from SAF to this Agreement and the matters contemplated under this Agreement (including the release of the Purchased Shares, the Residual Intercompany Loans and Loan Notes from any security granted over them to SAF by the Seller Group and the release of the Group from all and any of its liabilities to SAF in relation to the Seller Group (other than arising under the SAF Facility Deeds of Novation));

received consent from the Seller’s Guarantors Banks in respect of the matters contemplated in this Agreement;

received confirmation from the Seller’s Guarantors Banks that the Group has not given any guarantees to them for the benefit the Seller Group and/or that such any such guarantees shall be released by the relevant senior lenders on Closing;

the Buyer shall have received written consent in a form reasonably satisfactory to SAF, procured by the Seller, from (i) the insurer under the Basil W&I Policy in respect of (a) the assignment of the Basil W&I Policy to the Buyer and any Lender; and (b) the assignment of the rights under the Basil SPA pursuant to Clause 12.7(c)(i) of this Agreement to the Buyer and any Lender; and (ii) the Sellers (as defined under the Basil SPA) other than the Former Management Sellers (being the Management Sellers (as defined under the Basil SPA) whose consents are to be given under the Former Management Sellers’ Settlement Deed) to the assignment pursuant to Clause 12.7(c)(i) of this Agreement to the Buyer and any Lender pursuant to Clause 11.7 of the Basil SPA.

Conditions of Closing for the Benefit of the Seller

each of the Buyer Warranties made in favour of the Seller pursuant to this Agreement shall have been true and correct in all material respects on the date of this Agreement, and the Buyer shall have executed and delivered to the Seller a certificate to that effect;

the Buyer shall have performed, fulfilled and complied with all of the obligations, covenants and conditions of this Agreement to be performed, fulfilled or complied with by the Buyer at or prior to the Closing Date and the Buyer will have executed and delivered to the Seller a certificate to that effect;

no written notice having been received by the Parties of any legal or regulatory action or proceeding being pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the Purchased Shares, transfer of the Residual Intercompany Loans or transfer of the Loan

there shall be in effect no injunction against Closing entered by a court of competent jurisdiction;

the Buyer shall have delivered all closing deliverables set out in Clause 6.5; and

the Seller shall have agreed the terms of the SAF Facility Deeds of Novation with SAF and the Buyer (on terms which are acceptable to the Seller in its absolute discretion) which shall include:

the satisfaction of all conditions precedent;

the release of the Seller of its liabilities to SAF under the Seller’s Group’s existing credit arrangements with SAF; and

consent from SAF to the matters contemplated under this Agreement (including the release of the Purchased Shares, the Residual Intercompany Loans and Loan Notes from any security granted over them to SAF by the Seller Group and the release of the Seller from all and any of its liabilities to SAF and the security granted to SAF),

Seller’s Closing Deliverables

cause the following documents to be released to the Buyer:

the DB Settlement Deed duly executed by the Seller;

the Former Management Sellers’ Settlement Deed (and all documents referred to in it) duly executed by the Seller, the Seller’s Guarantor and the Target;

the Deed of Waiver duly executed by the Seller Group (as applicable); and

the Deed of Assignment duly executed by the Seller Group and the Group (as applicable);

deliver or cause to be delivered to the Buyer, each in form and substance satisfactory to the Buyer, acting reasonably, the following documents:

the SAF Facility Deeds of Novation duly executed by the relevant members of the Seller Group, the Group Entities and SAF;

the Deed of Release duly executed by the Seller, the Group Entities, and SAF (or its relevant nominee(s));

the Security Amendment Deed duly executed by the relevant Group Entities and SAF (or its relevant nominee(s));

the bring-down certificate referred to at Clauses 6.2(a) and 6.2(b) duly executed by the Seller;

certificate(s) representing the Purchased Shares and Loan Notes or an indemnity in agreed form in respect of the same accompanied by all other necessary documents and instruments, duly executed by the Seller, to effect transfer of the Purchased Shares and the Loan Notes to the Buyer and the registration of the Purchased Shares and the Loan Notes in the name of the Buyer;

each register required to be kept by each Group Entity under the Companies ▇▇▇ ▇▇▇▇;

each certificate of incorporation and certificate of incorporation on change of name for each Group Entity (if available);

evidence that all Consents required to consummate the transactions contemplated by this Agreement have been obtained in a form and subject to terms that are acceptable to the Buyer acting reasonably;

evidence that any and all outstanding Indebtedness incurred or payable by any Group Entity have been or will be concurrently with Closing, repaid in full;

duly executed resignations and releases of claims of each director of the Group Entities in the Agreed Form where so requested by the Buyer; and

all such other assurances, agreements, documents and instruments as may be reasonably required by the Buyer to complete the transactions provided for in this Agreement.

Buyer’s Closing Deliverables

cause the following documents to be released to the Seller:

the DB Settlement Deed duly executed by ▇▇▇▇▇ ▇▇▇▇; and

the Former Management Sellers’ Settlement Deed (and all documents referred to in it) duly executed by each of the Buyer and the Former Management Sellers; and

the Deed of Assignment duly executed by the Buyer;

deliver or cause to be delivered to the Seller, each in form and substance satisfactory to the Seller, acting reasonably, the following documents:

the SAF Facility Deeds of Novation; and

the bring-down certificate referred to at Clauses 6.3(a) and 6.3(b),

TERMINATION

Termination

by the Buyer, if any of the conditions in Clause 6.2 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before the Closing Date provided that for purposes of Clause 6.2(g), the Buyer has used commercially reasonable efforts to secure the unconditional funding from SAF and agree the terms of the SAF Facility Deeds of Novation;

by the Buyer, by serving written notice to the Seller and by the immediate payment of CAD$1,000,000 in cash to the Seller on the basis that if notice is served then the Agreement shall terminate forthwith and the payment of the required sum shall become a debt which is immediately due;

by the Seller, if any of the conditions in Clause 6.3 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller to comply with its obligations under this Agreement) and the Seller has not waived such condition on or before the Closing Date provided that for purposes of Clause 6.3(f), the Seller has used commercially reasonable efforts to agree the terms of and satisfy the conditions under the SAF Facility Deeds of Novation and to satisfy the conditions under 6.3(f);

by written agreement of the Buyer and the Seller; or

by the Seller or the Buyer, if Closing has not occurred (other than through the failure of the Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before the Outside Date.

Effect of Termination

INDEMNITY

Tax Indemnity

any Group Tax Liability in respect of:

any Event occurring or any gross receipts, income profits or gains earned, accrued or received by a Group Entity on or before the Closing Date (and for greater certainty, no earlier than 2 July 2019), whether or not that liability was discharged on or before the Closing Date; or

payments made pursuant to, in connection with or as a consequence of the payment of the Purchase Price to the Seller under this Agreement but excluding, for the avoidance of doubt, payments made under the Former Management Sellers’ Settlement Deed;

in respect of the period between 2 July 2019 and the Closing Date, the loss of a Relief or the loss of a right to repayment of tax (and any associated repayment supplement) in either case where it has been shown as an asset in the Management Accounts or taken into account in computing and so reducing any provision for Tax in the Management Accounts;

any Group Tax Liability arising due to any Event that occurs after Closing under a legally binding obligation (whether or not conditional) entered into by a Group Entity on or before Closing (but not before 2 July 2019) otherwise than in the ordinary course of business; for greater certainty this excludes stamp duty on the transfer of the Purchased Shares and Loan Notes which shall be for the account of the Buyer notwithstanding any other provision in this Agreement;

any Group Tax Liability that is a liability of a Group Entity to account for income tax and/or National Insurance contributions (NICs), whether arising before or after Closing, in respect of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities, or in respect of any acquisition, holding, variation or disposal of employment-related securities (as defined for the purposes of Part 7 of ITEPA 2003) in each case where the relevant taxable event in respect of the security occurred on or before Closing (but not before 2 July 2019);

any Group Tax Liability under Part 7A of ITEPA 2003, whether arising before or after Closing (but not before 2 July 2019), arising as a consequence of any payments or loans made to, any assets made available or transferred to, or any assets earmarked (however informally) for the benefit of any employee or former employee of a Group Entity, or for the benefit of any relevant person (for the purposes of Part 7A of ITEPA 2003), by an employee benefit trust (EBT) or another third party where the arrangement giving rise to the charge was entered into at a time when the third party was acting on the instructions of, or for the benefit of, the Seller or an associate of any of the Seller;

any Group Tax Liability being a liability for inheritance tax that:

is a liability of a Group Entity and arises because of a transfer of value occurring (or being deemed to occur) on or before Closing (but not before 2 July 2019) (whether or not in conjunction with the death of any person whenever it happens);

gives rise at Closing to a charge on, or a power to sell, mortgage or charge, any of the Purchased Shares; or

gives rise after Closing to a charge on, or a power to sell, mortgage or charge, any of the Purchased Shares because of the death of any person within seven years of a transfer of value that occurred before Closing (but not before 2 July 2019),

any reasonable third party costs and expenses (excluding recoverable input VAT) properly incurred by the Buyer and/or a Group Entity in connection with any liability or amount for which the Seller is liable under this Clause 8.1, including the reasonable third party costs and expenses of investigating, assessing or contesting any Assessment in respect of such liability or amount, save to the extent that such costs and expenses shall have been discharged or satisfied by the Seller under any other provision of this agreement.

LIMITATIONS ON SELLER’S LIABILITY

Survival

The Warranties shall survive the Closing and shall remain in full force and effect until the date that is two (2) years after the Closing Date; provided, however, that:

the Fundamental Warranties shall survive indefinitely after the Closing Date; and

the Tax Warranties shall each survive the Closing and remain in force and effect until the date that is seven (7) years after the Closing Date.

The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive Closing and remain in force until the earlier of (a) any time limit which such covenant and agreement is expressed to be subject to pursuant to this Agreement; and (b) expiration of the applicable statute of limitations.

Notwithstanding the foregoing, any claim or Breach Claim (other than a Tax Claim) asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the Buyer to the Seller prior to the expiration date of the applicable survival period stated in Clauses 9.1(a) and

Notwithstanding the foregoing, the limitations set out in Clauses 9.1 and 9.2 with regard to the Seller shall not apply to losses based upon, arising out of, with respect to or by reason of any breach of any Warranty in the event of fraud or fraudulent misrepresentation of the Seller.

The Seller shall not plead the Limitation ▇▇▇ ▇▇▇▇ in respect of any claims made under the Tax Warranties.

To the extent that the Seller has no actual knowledge of the subject matter relating to a Breach Claim (other than a Tax Claim), the Seller shall not be liable for such Breach Claim.

Limitation of liability

the Seller shall not be liable for a claim under the Fundamental Warranties unless:

the Seller’s liability in respect of such claim exceeds CAD$50,000; and

the amount of the Seller’s liability in respect of such claim, either individually or when aggregated with their liability for all other claims under the Warranties (other than those excluded under Clause 9.2(a)(i)), exceeds CAD$1,200,000, in which case the Seller shall be liable for the whole amount of the claim and not just the excess;

the total liability of the Seller in respect of all Breach Claims (excluding the Fundamental Warranties and claims under the Tax Indemnity) shall not exceed CAD$1; and

the total liability of the Seller in respect of the Fundamental Warranties and claims under the Tax Indemnity shall not exceed in aggregate the amount of the Purchase Price received by the Seller.

Duty to mitigate Loss

Notice and procedures

After Closing, the following applies with regard to facts or circumstances that give rise or could reasonably be expected to give rise to a Breach Claim (other than a Tax Claim). The Buyer must notify the Seller as soon as possible but no later than five (5) Business Days after being notified or becoming aware of any fact, circumstance or event which gives or could reasonably be expected to give rise to the Breach Claim (other than a Tax Claim). The failure to give such written notice shall not, however, relieve the Seller of its liability (but such Breach Claim shall exclude any loss which is increased by the delay). Such notice by the Buyer shall describe the Breach Claim (other than a Tax Claim) in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the quantum of the Breach Claim (other than a Tax Claim). For Clause 9.4(b) to apply, the Seller shall have twenty (20) Business Days after its receipt to respond in writing to such Breach Claim.

The Buyer shall allow the Seller and its professional advisers to investigate the matter or circumstance alleged to give rise to the Breach Claim (other than a Tax Claim), and whether and to what extent any amount is payable in respect of the Breach Claim (other than a Tax Claim) and the Buyer shall assist any such investigation by giving such information and assistance (including access to the Group Entities premises and personnel and the right to examine and copy any accounts, documents or records) as the Seller or any of its professional advisers may reasonably request. If the Seller does not so respond within such twenty (20) Business Days period, it shall be deemed to have rejected such Breach Claim, in which case the Buyer shall be free to pursue such remedies as may be available to the Buyer on the terms and subject to the provisions of this Agreement.

In the event that the Buyer (i) receives notice of the assertion or commencement of any Claim made or brought by any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement or a Representative of the foregoing against the Buyer which does or could reasonably be expected to result in a Breach Claim (other than a Tax Claim) or (ii) becomes aware of any right that any Group Entity has to recover any sum from a third party in relation to any matter or thing that has given rise to, or is likely to give rise to, a Claim (a “Third Party Claim”), the Buyer shall give the Seller reasonably prompt written notice thereof, but in any event not later than five (5) Business Days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Seller of its liability (but such Breach Claim (other than a Tax Claim) shall exclude any loss which is increased by the delay). Such notice by the Buyer shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the quantum of the Third Party Claim. The Seller shall cooperate in good faith in such defence or recovery. The Buyer agrees to take account of the reasonable instructions of the Seller in respect of such Third Party Claim; provided, that the Seller shall not have the right to participate in any such Third Party Claim that:

is asserted directly by or on behalf of a Person that is a material supplier or customer of any Group Entity and defending any such Third Party Claim would be damaging to the goodwill, material business or material commercial interests of the Buyer or the Group Entities;

is asserted by a Governmental Authority; or

seeks an injunction or other equitable relief against the Buyer.

Notwithstanding any other provision of this Agreement, a Party shall not enter into settlement of any Third Party Claim without the prior written consent of the other Party, except as provided in this Clause 9.4(d). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Buyer or the Group Entities and provides, in customary form, for the unconditional release of the Buyer or the Group Entities from all liabilities and obligations in connection with such Third Party Claim and the Seller desires to accept and agree to such offer, the Seller shall give written notice to that effect to the Buyer and request the consent of the Buyer to accept such offer. If, within seven (7) Business Days after its receipt of such notice, the Buyer notifies the Seller of its refusal to consent to such firm offer, the Buyer may decide to continue to contest or defend such Third Party Claim by providing notice to the Seller of its intent to do same at the same time of its refusal notice and in such event, the maximum liability of the Seller as to such Third Party Claim shall not exceed the amount of such settlement offer. If, within seven (7) Business Days after its receipt of the Seller’s notice, the Buyer fails to consent to such firm settlement and also fails to assume defence of such Third Party Claim, the Seller may settle the Third Party Claim upon the terms set out in such firm offer to settle such Third Party Claim. The Buyer shall not agree to any settlement without the prior written consent of the Seller, which consent shall not be unreasonably withheld or delayed.

Notwithstanding the other terms of this Agreement, neither the Buyer nor the Group may be required to take steps under this Clause 9 where to do so would have a materially adverse effect on the goodwill or business of the Group.

Exclusions

General exclusions

an allowance, provision or reserve is made on the face of the Management Accounts in respect of the matter or circumstances giving rise to the Breach Claim;

such liability arises in respect of corporation tax (but not interest, penalties, charges or similar impositions on such tax) on the income, profits or gains of any Group Entity which were not but should have been reflected in Management Accounts;

where the Buyer or any Group Entity is entitled to make a claim under a policy of insurance in respect of any matter or circumstances giving rise to the Breach Claim unless the Buyer first makes (or procures that the Group Entities makes) a claim against its insurers pursuant to the relevant policy. The Seller’s liability in respect of any such Breach Claim shall then be reduced by the amount covered under such policy of insurance (less any reasonable cost, charges and expenses incurred by the Buyer recovering that sum), or extinguished if the amounts recovered exceeds the amount of the Breach Claim (except to the

the liability arises or is increased as a result of a change after Closing of: (A) the financial year of any Group Entity; or (B) the accounting standards, policies, methods or principles of any Group Entity except where such change is made and is necessary to comply with generally accepted accounting practices as at Closing;

the liability arises or is increased as a result of a change in any law, legislation, regulation or published practice of any Tax Authority (including any new law, legislation, rule or regulation or published practice of any Tax Authority) that comes into force or otherwise takes effect after the Closing Date;

the liability arises or is increased as a result of any voluntary act, omission, transaction (other than transactions contemplated by this Agreement and the Ancillary Agreements) or arrangement of the Buyer or the Group Entities after Closing (for the avoidance of doubt, an act will not be regarded as voluntary if it is undertaken under a legally binding obligation entered into by a Group Entity on or before Closing or imposed on any Group Entity by any legislation whether coming into force before, on or after Closing or to avoid or mitigate a penalty imposable by any legislation, or if carried out at the written request of the Seller);

the matter, fact or circumstance giving rise to the Breach Claim existed prior to 2 July 2019; or

the matter, fact or circumstance giving rise to the Breach Claim (other than a claim under the Tax Indemnity) is contingent or unquantifiable unless and until either such contingent liability becomes an actual liability or such unquantifiable liability becomes quantifiable and, in either case, such liability is due and payable.

Tax exclusions

such liability was paid or discharged on or before Closing and such payment or discharge was reflected in the Management Accounts; or

any Relief (other than any Relief shown as an asset in the Management Accounts, any Relief arising in connection with an event occurring after Closing or any Relief belonging to the Buyer or an Affiliate of the Buyer) is available to the Target to set against or otherwise mitigate the liability; or

such liability is interest and penalties arising directly as a result of the Buyer’s failure to comply with its obligations under this Agreement; or

such liability or other amount consists of stamp duty or stamp duty reserve tax payable on the transfer or agreement to transfer the Purchased Shares and Loan Notes pursuant to the Agreement; or

such liability would not have arisen or would have been reduced or extinguished but for the failure or omission by a Group Entity after the Closing Date to make any valid claim, election, surrender, revocation or disclaimer or give any notice or consent or do any other thing after the Closing Date the making, giving or doing of which was taken into account in computing any provision or reserve for Tax in the Management Accounts; or

such liability would not have arisen but for the withdrawal or amendment by the Buyer or a Group Entity after the Closing Date of any election, claim, surrender, disclaimer, notice or consent in respect of Tax made before the Closing Date by the Target, save where doing so is either a legal requirement, or is required to comply with generally accepted accounting practices as at Closing or is in the ordinary course of business of the Target; or

such liability would not have arisen, or could have been reduced or extinguished, but for the Buyer or a Group Entity failing to pay (or delaying in paying) over to the relevant Tax Authority any payment received from the Seller in respect of a Tax Claim; or

such liability arises as a result of a transaction in the ordinary course of business of the Target between the later of the Management Accounts Date and the Closing Date.

Double Recovery

None of the Buyer nor any of the Group entities shall be entitled to recover damages, or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same laws, shortfall, damage, deficiency, breach or other event or circumstances.

If the Seller has paid any amount to the Buyer in respect of a Breach Claim and the Buyer subsequently recovers a sum which is referable to the Breach Claim from a third party (Double Recovery Amount), the Buyer will reimburse the Seller within 10 Business Days of receipt of the Double Recovery Amount, an amount equal to the lower of the sum paid by the Seller in respect of the relevant Breach Claim and the Double Recovery Amount (less any Tax suffered and reasonable expenses incurred in making such recovery).

Where the Seller has made payment in relation to a Breach Claim which is the subject of a third party recovery by the Buyer, the Buyer will reimburse the Seller such contribution to the payment which the Seller has made for the relevant Breach Claim. If any amount is repaid to the Seller in accordance with Clause 9.6(b) the amount so repaid shall be deemed to have never been paid by the Seller to the Buyer.

Where the Seller has paid an amount in discharge of a Group Tax Liability under the Tax Indemnity or under the Tax Warranties in respect of any liability for Tax of a Group Entity and the Buyer or the Group Entity is or becomes entitled to recover from some other person (not being the Buyer, the Group Entity or any other company within the Buyer’s Tax group), any amount in respect of such Group Tax Liability, the Buyer shall or procure that the relevant Group Entity shall:

notify the Seller of their entitlement as soon as reasonably practicable; and

if required by the Seller and, subject to the Buyer being secured and indemnified to the Buyer’s reasonable satisfaction by the Seller against any Tax that may be suffered on receipt of that amount and any reasonable costs and expenses incurred in recovering that amount, take or procure that the relevant Group Entity takes reasonable steps as requested by the Seller to enforce that recovery against the person in question (keeping the Seller informed of the progress of any action taken), provided that the Buyer shall not be required to take any action pursuant to this Clause 9.6(d) which, in the Buyer’s reasonable opinion, is likely to adversely affect any Group Entity’s or the Buyer’s Tax affairs or harm any Group Entity’s or the Buyer’s commercial or employment relationship (potential or actual) with that or any other person.

Payment

Once a Breach Claim becomes a Determined Claim, the Seller shall satisfy its payment obligations in respect of such Determined Claim within fifteen (15) Business Days of such claim becoming a Determined Claim by paying the appropriate sum into the bank account as specified by the other Party in writing and in the manner specified in this Agreement.

No Party shall be entitled to require that any Breach Claim be made or brought against any other Person before a Claim is brought or a claim is made against it hereunder.

Tax Matters

Duration and Extent

Credit for Tax Savings

If the Buyer becomes aware that a Saving has arisen or may arise it shall notify the Seller as soon as practicable. In that case, or where the Seller otherwise believe that a Saving may exist, Clause 9.10(b) shall apply.

If, on or before the seventh anniversary of Closing, at the Seller’s request and expense, the auditors of the Group Entities (“Auditors”) determine that any Group Entity has obtained a Saving, the Buyer shall as soon as reasonably practicable repay to the Seller the lesser of:

the amount of the Tax Saving (as determined by the Auditors); and

the amount paid by the Seller in respect of the liability which gave rise to the Saving, less any reasonable costs and expenses incurred and

A Saving shall only be dealt with in accordance with Clause 9.10(a) above once such a Relief reduces a liability of a Group Entity to make an actual payment of Tax.

Overprovisions

the amount of any Overprovision shall first be set off against any payment then due from the Seller under the Tax Indemnity;

to the extent that there is an excess, a refund shall be made to the Seller of any previous payment or payments made by the Seller under the Tax Indemnity (and not previously refunded under this agreement) up to the amount of such excess; and

to the extent that such excess as referred to in Clause 9.11(b) is not exhausted, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from the Seller under the Tax Indemnity.

Conduct of Claims (Tax)

If the Buyer or the Target shall become aware of any Claim which is likely to give rise to a liability of the Seller under the Tax Indemnity or the Tax Warranties (“Third Party Tax Claim”) the Buyer shall (or shall procure that the relevant Group Entity shall) as soon as reasonably practicable (and in any case where there is a time limit for making an appeal or taking other action within a prescribed period, at least ten business days before the expiry of that period) give notice of such Third Party Tax Claim to the Seller, provided that such notice shall not be a condition precedent to the liability of the Seller under the Tax Warranties or the Tax Indemnity.

If the Seller becomes aware of a Third Party Tax Claim, the Seller shall notify the Buyer in writing as soon as reasonably practicable and on receipt of the notice, the Buyer shall be deemed to have given the Seller notice of the Third Party Tax Claim in accordance with Clause 9.12(b).

Subject to the following provisions of this Clause 9.12, if the Seller shall indemnify and secure the relevant Group Entity and the Buyer to the reasonable satisfaction of the Buyer against all liabilities, costs, damages or expenses (including interest on overdue Tax and any additional Group Tax Liability) which may be incurred thereby the Buyer shall (and shall procure that the relevant Group Entity shall), in accordance with any reasonable instructions of the Seller promptly given by notice to the Buyer seek to avoid, dispute, resist, appeal, compromise or defend such Third Party Tax Claim, including (without limitation) seeking to postpone (so far as legally permissible and without adversely affecting the Tax affairs of any Group Entity or the Buyer) the payment of any Tax.

The Buyer shall not, nor shall any Group Entity, be obliged to appeal or procure an appeal against any assessment to Tax if the Buyer, having given the Seller written notice of that assessment, does not receive written instructions to do so from the Seller within ten Business Days of the notice to do so.

Subject to Clause 9.12(g), the Buyer shall ensure that:

the Seller is kept fully and promptly informed of all material matters relating to the Third Party Tax Claim and, without limitation, the Seller is sent copies of all relevant assessments and correspondence sent to or received from any Tax Authority in relation to the Third Party Tax Claim; and

in any case where such action is likely to give rise to, or to increase, the liability of the Seller under the Tax Indemnity or the Tax Warranties, neither the Buyer nor the relevant Group Entity shall admit liability to the relevant Tax Authority concerning, or agree, compromise or settle, the Third Party Tax Claim without having received the consent of the Seller (such consent not to be unreasonably withheld or delayed).

Notwithstanding the foregoing provisions of this Clause 9.12, and without prejudice to the liability of the Seller under the Tax Indemnity or the Tax Warranties, neither the Buyer nor any Group Entity shall be obliged to take or procure the taking of any action under Clause 9.12(b) in respect of any Third Party Tax Claim:

if the Seller does not request the Buyer to take any action under Clause 9.12(c) or the Seller fails to indemnify and secure the Buyer or the relevant Group Entity to the Buyer’s reasonable satisfaction in a reasonable period of time (starting with the date of the notice given to the Seller), considering the nature of the Third Party Tax Claim and the existence of any time limit for avoiding, disputing, defending, resisting, appealing, seeking a review or compromising that Third Party Tax Claim, and that period will not in any event exceed a period of ten Business Days;

to the extent that the Third Party Tax Claim involves an appeal against a determination by the Tax Chamber of the First-tier Tribunal or, for appeals lodged before 1 April 2009, a determination by the Tax Chamber of the First-tier Tribunal or higher tribunal, unless the Seller has obtained the opinion of Tax counsel of at least ten years’ standing that the appeal has a reasonable prospect of success; or

where any of the Seller (or any Group Entity before Closing) has engaged in fraudulent conduct or deliberate default relating to the subject matter of the Third Party Tax Claim.

Neither the Buyer, nor any Group Entity shall be liable to the Seller for non-compliance with any of the provisions of this Clause 9.12 if the Buyer or any Group Entity has acted in good faith in accordance with the instructions of the Seller.

In the event of any inconsistency between this Clause 9.12 and Clause 9.4 (Notice and procedures), this Clause 9.12 shall prevail.

Corporation Tax returns

The Seller or its duly authorised agent shall at the relevant Group Entity’s cost and expense prepare the corporation tax returns and computations of the Group Entities for all accounting periods ended on or before 31 December 2019, to the extent that the same have not been prepared before Closing, and submit them to the Buyer at least 20 days prior to the due date for submission of any such returns.

The Buyer shall procure that the returns and computations referred to in Clause 9.13(a) shall be authorised, signed and submitted to the relevant Tax Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and as the Seller agrees to (such agreement not to be unreasonably withheld or delayed) and shall give the Seller or its agent all such assistance as may reasonably be required to agree those returns and computations with the relevant Tax Authority, save where the return or computation is not full, true and accurate, in which case the Buyer shall afford the Seller a reasonable opportunity to correct any such error.

The Seller or its duly authorised agent shall at the relevant Group Entity’s cost and expense prepare all documentation (including correspondence) relating to the corporation tax returns and computations of the Group Entities for all accounting periods ended on or prior to 31 December 2019 provided that the Seller shall not without the prior written consent of the Buyer (not to be unreasonably withheld or delayed) transmit any communication (written or otherwise) to the relevant Tax Authority or agree any matter with the relevant Tax Authority, and the Seller shall keep the Buyer informed of any other matters in relation to its dealings with such corporation tax returns.

The Buyer shall procure that the relevant Group Entity affords such access to its books, accounts and records as is necessary and reasonable to enable the Seller or its duly authorised agent to prepare the corporation tax returns and computations of the Group Entities for all accounting periods ended on or before the Closing Date and conduct matters relating to them in accordance with this Clause 9.13.

The Buyer or its duly authorised agents shall be responsible for and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authority at the cost of the relevant Group Entity all corporation tax returns and computations of the Group Entities in respect of the accounting period during which Closing takes place (“Straddle Period Returns”), but shall not submit the Straddle Period Returns without giving reasonable opportunity to the Seller to comment upon the Straddle Period Returns and shall incorporate any reasonable comments of the Seller into the Straddle Period Returns (to the extent relating to the Seller’s period of ownership of the Group Entities) before they are submitted. The Buyer shall not be obliged to include any comment that contains manifest error, but in the case of such error shall afford to the Seller a reasonable opportunity to correct such error.

For the avoidance of doubt:

where any matter relating to Tax gives rise to a Third Party Tax Claim, the provisions of Clause 9.12 shall take precedence over the provisions of this Clause 9.13; and

the provisions of this Clause 9.13 shall not prejudice the rights of the Buyer to make a claim under the Tax Indemnity or the Tax Warranties.

Buyer’s Covenant

The Buyer covenants to pay to the Seller an amount equal to any liability to Tax of the Seller incurred as a result of the Buyer’s failure after Closing to procure payment by a Group Entity of Tax which is the primary liability of a Group Entity (together with any reasonable third-party costs and expenses reasonably and properly incurred by the Seller in connection with such Tax).

The covenant contained in Clause 9.14(a) above will not apply to any Tax in respect of which the Buyer could make, or has made, a valid claim under the Tax Indemnity (save in circumstances where the Seller has paid an amount in respect of the Tax in question to the Buyer and the relevant liability of a Group Entity has not been discharged or paid) or to any Tax which the Seller has recovered from the Buyer under any statutory right of recovery in respect of that Tax (and the Seller shall procure that no such recovery is sought to the extent that payment is made hereunder).

The provisions of Clauses 9.7 (Payment) and 9.12 (Conduct of Claims (Tax)) above will apply to the covenant in 9.14(a) as they apply to the Tax Indemnity, replacing references to the Seller and the Buyer with the Buyer and the Seller (and vice versa) and making any other necessary modifications as required.

GUARANTEE OF SELLER’S OBLIGATIONS

In consideration of the Buyer entering into this agreement, the Seller’s Guarantor guarantees to the Buyer the due and punctual performance, observance and discharge by the Seller of all the Seller’s Guaranteed Obligations if and when they become performable or due under this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it).

If the Seller defaults in the payment when due of any amount that is a Seller’s Guaranteed Obligation the Seller’s Guarantor shall, immediately on demand by the Buyer, pay that amount to the Buyer in the manner prescribed by this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it) as if it were the Buyer.

The Seller’s Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Clause 10.1 and Clause 10.2, agrees to indemnify and keep indemnified the Buyer in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Buyer arising out of, or in connection with, the Seller’s Guaranteed Obligations not being recoverable for any reason, or the Seller’s failure to perform or discharge any of the Seller’s Guaranteed Obligations.

The guarantee in this Clause 10 is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable by the Seller to the Buyer in respect of the Seller’s Guaranteed Obligations, irrespective of any intermediate payment or discharge in full or in part of the Seller’s Guaranteed Obligations.

The liability of the Seller’s Guarantor under the guarantee in this Clause 10 shall not be reduced, discharged or otherwise adversely affected by:

any act, omission, matter or thing which would have discharged or affected the liability of the Seller’s Guarantor had it been a principal obligor instead of a guarantor or indemnifier;

anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Seller’s Guarantor or otherwise reduce or extinguish its liability under the guarantee;

any amendment, variation, novation or supplement (however fundamental and whether or not more onerous) of or to this agreement and/or the Seller’s Guaranteed Obligations;

any illegality, invalidity or unenforceability of any obligation or liability of any person under this agreement;

any incapacity or lack of power, authority or legal personality of or dissolution of the Seller or any other person;

any change in the constitution, status or control of the Seller or the Seller’s Guarantor;

any insolvency, liquidation, administration or other equivalent or similar proceedings;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against the Seller or the Seller’s Guarantor; or

the release of the Seller or any other person under the terms of any composition or arrangement with any creditor (unless expressly applicable to the Seller’s Guarantor).

The Seller’s Guarantor waives any right it may have to require the Buyer (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from the Seller’s Guarantor under this Clause 10.

The Seller’s Guarantor shall, on a full indemnity basis, pay to the Buyer on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any value added tax on them) incurred by the Buyer in connection with:

the preservation, or exercise and enforcement, of any rights under or in connection with the guarantee in this Clause 10 or any attempt so to do; and

any discharge or release of this guarantee.

Until all amounts which may be or become payable by the Seller under or in connection with this agreement have been irrevocably paid in full, and unless the Buyer otherwise direct in writing, the Seller’s Guarantor shall not exercise any security or other rights it may have by reason of performing its obligations under this Clause 10, whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise.

The guarantee of the Seller’s Guarantor in this Clause 10 shall be in addition to and independent of all other security which the Buyer may hold from time to time in respect of the discharge and performance of the Seller’s Guaranteed Obligations.

GUARANTEES OF BUYER’S OBLIGATIONS

In consideration of the Seller entering into this agreement, the Buyer’s Guarantor guarantees to the Seller the due and punctual performance, observance and discharge by the Buyer of all the Buyer’s Guaranteed Obligations if and when they become performable or due under this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it).

If the Buyer defaults in the payment when due of any amount that is a Buyer’s Guaranteed Obligation the Buyer’s Guarantor shall, immediately on demand by the Seller, pay that amount to the Seller in the manner prescribed by this agreement (or (as the case may be) any agreement entered into pursuant to or in connection with it) as if it were the Buyer.

The Buyer’s Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Clause 11.1 and Clause 11.2 agrees to indemnify and keep indemnified the Seller in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Buyer arising out of, or in connection with, the Buyer’s Guaranteed Obligations not being recoverable for any reason, or the Buyer’s failure to perform or discharge any of the Buyer’s Guaranteed Obligations.

The guarantee in this Clause 11 is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable by the Buyer to the Seller in respect of the Buyer’s Guaranteed Obligations, irrespective of any intermediate payment or discharge in full or in part of the Buyer’s Guaranteed Obligations.

The liability of the Buyer’s Guarantor under the guarantee in this Clause 11 shall not be reduced, discharged or otherwise adversely affected by:

any act, omission, matter or thing which would have discharged or affected the liability of the Buyer’s Guarantor had it been a principal obligor instead of a guarantor or indemnifier;

anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Buyer’s Guarantor or otherwise reduce or extinguish its liability under the guarantee;

any amendment, variation, novation or supplement (however fundamental and whether or not more onerous) of or to this agreement and/or the Buyer’s Guaranteed Obligations;

any illegality, invalidity or unenforceability of any obligation or liability of any person under this agreement;

the death or incapacity (whether mental or physical) of the Buyer’s Guarantor, or any notice of such death or incapacity;

any change in the constitution, status or control of the Buyer;

any insolvency, liquidation, administration or other equivalent or similar proceedings;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against the Buyer or the Buyer’s Guarantor; or

the release of the Buyer or any other person under the terms of any composition or arrangement with any creditor (unless expressly applicable to the Buyer’s Guarantor).

The Buyer’s Guarantor waives any right it may have to require the Seller (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from the Buyer’s Guarantor under this Clause 11.

The Buyer’s Guarantor shall, on a full indemnity basis, pay to the Seller on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any value added tax on them) incurred by the Buyer in connection with:

the preservation, or exercise and enforcement, of any rights under or in connection with the guarantee in this Clause 11 or any attempt so to do; and

any discharge or release of this guarantee.

Until all amounts which may be or become payable by the Buyer under or in connection with this agreement have been irrevocably paid in full, and unless the Seller otherwise direct in writing, the Buyer’s Guarantor shall not exercise any security or other rights it may have by reason of performing its obligations under this Clause 11 whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise.

Notwithstanding anything else in this Agreement, the Seller’s sole remedy pursuant to the guarantee given by the Buyer’s Guarantor in this Clause 11 shall be limited to a set-off against the Buyer’s Guarantor’s rights in respect of the “True-Up” as defined in the Former Management Sellers’ Settlement Deed and accordingly such guarantee given by the Buyer’s Guarantor shall, if not invoked, lapse and cease to have effect on Closing.

GENERAL PROVISIONS

Fees and Expenses

Further Assurance

The Seller shall (at its own expense) promptly execute and deliver such documents and perform such acts as the Buyer may require from time to time, acting reasonably, for the purpose of giving the Buyer full and unrestricted legal and beneficial title to the Purchased Shares and Loan Notes.

The Seller undertakes to the Buyer that, if and for so long as it remains the registered holder of any of the Purchased Shares after Closing, it shall:

hold such Purchased Shares, together with all dividends and any other distributions of profits or other assets in respect of such Purchased Shares, and all rights arising out of or in connection with them, in trust for the Buyer;

at all times after Closing, deal with and dispose of such Purchased Shares, dividends, distributions, assets and rights as the Buyer shall direct;

exercise all voting rights attached to such Purchased Shares in such manner as the Buyer shall direct; and

if required by the Buyer, execute all instruments of proxy or other documents as may be necessary to enable the Buyer to attend and vote at any meeting target,

For the purpose of giving effect to Clause 12.2(b) the Seller hereby appoints the Buyer (acting by any of its directors from time to time) to be its attorney in its name and on its behalf to exercise all or any of the rights in relation to the Sale Shares as the Buyer in its absolute discretion sees fit from immediately after Closing to the day on which the Buyer or its lawful nominee is registered in the register of members of the Target as the holder of the Purchased Shares including:

receiving notice of, attending and voting at a general meeting, class meeting or other meeting of the Target;

completing and returning any meeting requisition, form of proxy, consent to short notice, written resolution or other document required to be signed by the registered holder of the Purchased Shares;

dealing with, and giving directions as to, any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Purchased Shares or received in connection with the Purchased Shares from the Target or any other person; and

executing, delivering and doing all deeds, instruments and acts in the Seller’s name as may be done in the Seller’s capacity as the registered holder of the Purchased Shares,

If and to the extent that any Group Entity or any of its directors, officers or employees has any liability or obligation to pay or confer a benefit on the Seller, any other Seller Group Entity and/or any of their respective Affiliates, the Seller hereby (on behalf of itself, the relevant Seller Group Entity and/or such Affiliates) waives and releases (or, as the case may be, shall procure the waiver

If and to the extent that any of the Sellers (as defined under the Basil SPA), which includes any Former Management Sellers, has any outstanding liability or obligation to the Seller and/or any other Seller Group pursuant to the Basil SPA, the Seller hereby (on behalf of itself, the relevant Seller Group Entity and/or such Affiliates) waives and releases (or, as the case may be, shall procure the waiver and release of), such Sellers from any such liability or obligation.

Payments

Unless expressly stated otherwise, all payments to be made under this Agreement shall be made in CAD$ by electronic transfer of immediately available funds into the bank accounts specified by each of the Party in writing.

Save as expressly otherwise provided in this Agreement, if a Party defaults in the payment when due of any liquidated sum payable under this Agreement, it shall pay interest at a rate of 5% per annum over the base rate from time to time of HSBC Bank Plc on that sum from the date on which payment is required to be made up to but excluding the date such payment is made. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

All payments made by the Parties under this Agreement shall be made free of any counterclaim or set-off (except as provided otherwise herein), suspension and without deduction or withholding of any kind other than any deduction or withholding required by Law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Agreement, the payer shall provide any evidence of the relevant withholding as the payee may reasonably require and shall pay to the payee any sum as will, after the deduction or withholding is made, leave the payee with the same amount as it would have been entitled to receive without that deduction or withholding, save to the extent that such deduction or withholding would not have arisen but for the payee not being resident in the UK for Tax purposes.

Amendment and Modification

Waiver

Notice

if to the Seller and/or the Seller’s Guarantor at:

if to the Buyer at:

Assignment

Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either Party without the prior written consent of the other Party, and any such assignment without such prior written consent shall be null and void; provided, however, that the Buyer may assign any and all of its rights (including in the case of the Buyer the right to acquire any of the Purchased Shares and have novated to it any Loan Notes) to any Affiliate of the Buyer without the prior consent of the Seller and provided that such assignee enters into a written agreement with the Seller to be bound by the provisions of this

limit the assignor’s obligations hereunder if any such delegated obligations are not fully performed in compliance with this Agreement; or

shall increase the liability of any Party under this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.

Notwithstanding Clause 12.7(a), this Agreement and the benefits arising under it may be assigned or charged in whole or in part by the Buyer to any of its Lenders, in each case, for any financing or refinancing in respect of the transactions contemplated by this Agreement and such benefit as may further be assigned to any other financial institution or other creditors by way of security for the borrowings of the Buyer resulting from any refinancing of the borrowings made under such financing or refinancing or to any person entitled to enforce such security or to any transferee under a valid enforcement of such security provided that the Seller shall not incur any greater liability as a result of such assignment or charging than it would have incurred had such assignment or charging not taken place.

The Seller hereby assigns the benefit of any and all of its rights under:

the Basil SPA to bring a Breach Claim (as defined under the Basil SPA) against the Sellers (as defined under the Basil SPA) under the Basil SPA (as applicable); and

the Basil W&I Policy,

Enforcement

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by Law.

Without prejudice to any other rights or remedies that the Buyer may have, the Seller acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of Clause 5.4 (Confidentiality) or Clause 5.6 (Non-Competition; Non-Solicitation) by the Seller. Accordingly, the Buyer shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of those clauses.

Severability

Entire Agreement

No right to rescind or nullify

Third-Party Rights

Save as expressly provided in Clause 12.12(b) and 12.12(c), no provisions of this Agreement which confer rights upon any third party shall be enforceable pursuant to the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ by any such third party.

The following provisions are intended to benefit (to the extent that they are identified in the relevant clauses as recipients of rights or benefits under that clause), the Group and the Seller Group (as applicable) and shall be enforceable by each of them to the fullest extent permitted by law:

Clause 5.4 (Confidentiality);

Clause 5.6 (Non-competition and non-solicitation); and

Clause 12.2(d) and 12.2(e) (Further assurance – waiver and release).

Clause 6.2(h) of this Agreement and the paragraph immediately below Clause 6.2(h) confer rights on and are intended to benefit SAF and shall be enforceable by SAF to the fullest extent permitted by law and shall not be varied or amended without the prior consent in writing of SAF.

Subject to Clause 12.12(c), the rights of the Parties to terminate, rescind, or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

Counterparts

.pdf Signature

Governing Law and Jurisdiction

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

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

EXECUTED by SUNDIAL UK LIMITED acting by

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a director,

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Occupation of witness:

EXECUTED as a DEED by SUNDIAL GROWERS INC

acting by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a director,

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Capacity

The Seller has full power and authority, and has taken all action necessary (including obtaining all necessary consents or approvals) to enter into and perform its obligations under each Transaction Document.

Each Transaction Document will, when executed, form obligations binding on the Seller in accordance with its terms.

Ownership of Shares

The Purchased Shares are fully paid or credited as fully paid and constitute the entire issued and allotted share capital of the Target.

The Seller is the only legal and beneficial owner of the Purchased Shares.

There is no Encumbrance affecting any of the Purchased Shares. There is no commitment to create an Encumbrance affecting any of the Purchased Shares.

No Purchased Share is subject to a restrictions notice (as defined in paragraph 1(2) of schedule 1B of the Act) and so far as the Seller is aware there is no fact or circumstance which might lead to such a restrictions notice being issued in respect of any Purchased Share.

No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the issue, allotment, conversion, redemption, repayment, sale or transfer of any shares, debentures or other securities of any Group Entity.

The Seller is entitled to sell the Purchased Shares with full title guarantee on the terms of this Agreement without the consent of any third party. That sale will not result in any breach of or default under any agreement or obligation binding on the Seller.

None of the Purchased Shares were the subject of a transfer at an undervalue (within the meaning of Part VI or Part IX Insolvency Act 1986) during the period since 2 July 2019.

There is no proceeding (as defined in paragraph 21.1 of this Part 2 of Schedule 2) or dispute in existence or threatened against the Seller relating to:

the Purchased Shares;

any entitlement of the Seller to dispose of the Purchased Shares,

Loan Notes

All the Loan Notes held by the Seller that may be constituted and/or issued under the Loan Note A Instrument and the Loan Note B Instrument have been constituted and issued and are fully paid. All the Loan Notes are fully legally and beneficially owned by the Seller.

No Loan Note is jointly held.

No event has occurred which (in the absence of the provisions of any applicable intercreditor deeds or intercreditor arrangements) requires any Loan Note or the principal amount of any Loan Note to be redeemed or repaid or makes any interest on any Loan Note due and payable. No “PIK Note” (as such term is defined in the Loan Note A Instrument) has been issued or has received any consent that would enable it to be issued.

There is no Encumbrance affecting any of the Loan Notes or any unissued Loan Notes or any shares, debentures or other securities of any Group Entity. There is no commitment to create an Encumbrance affecting any of the Loan Notes or any unissued Loan Notes or any shares, debentures or other securities of any Group Entity. No commitment to create any such Encumbrance has been given, nor has any person claimed any right to such an Encumbrance.

No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the issue, allotment, conversion, redemption, repayment, sale or transfer of any Loan Notes, shares, debentures or other securities of any Group Entity, and no Seller or Group Entity has agreed to confer any such rights, and no person has claimed any such rights.

The Seller is entitled to sell the Loan Notes (and any other Loan Note it has any legal or beneficial interest in) with full title guarantee on the terms of this Agreement without the consent of any third party. Any such sale will not result in any breach of or default under any agreement or obligation binding on the Seller.

Subject to the obtaining of any necessary consents, licenses and authorisations, all rights and benefits (including proprietary rights under any relevant security documentation) and, where applicable, all obligations which the parties have agreed will be novated, assigned or otherwise effectively transferred to the Buyer in connection with the Loan Notes pursuant to the transactions contemplated by this agreement are (subject to obtaining any necessary consent, licenses and authorisations required), capable of being so novated, assigned or otherwise transferred.

Solvency

No winding-up order has been made relating to the Seller; no petition or application has been presented to make the Seller insolvent; and no application has been made for an adjudication that the Seller may be made insolvent.

No application has been made relating to the Seller for an interim order under section 253 Insolvency ▇▇▇ ▇▇▇▇. No person has been appointed by the court to prepare a report relating to the Seller under section 273 Insolvency ▇▇▇ ▇▇▇▇. No interim receiver has been appointed to the property of the Seller under section 286 Insolvency ▇▇▇ ▇▇▇▇.

The Seller is able to pay, and there is no reasonable prospect of the Seller being unable to pay, any debt as those expressions are defined under section 268 Insolvency ▇▇▇ ▇▇▇▇.

The Seller has not suffered any proceedings or orders equivalent or analogous to any of those described in this paragraph 4 under the law of any other jurisdiction.

An accurate copy of the Management Accounts is included in the Disclosure Documents).

Guarantees, indemnities and Encumbrances

as set out in the charges granted by the Group in favour of SAF on or around 2 July 2019 (copies of which are contained in the Disclosure Documents):

there is no Encumbrance other than Permitted Encumbrances, or obligation (including a conditional obligation) to create such an Encumbrance, on the whole or any part of the Group’s assets, undertaking or goodwill. No person has made any claim to be entitled to such an Encumbrance; and

the Group has not given any guarantee, indemnity, comfort or support (whether legally binding or not) relating to any obligation of, or for the benefit of, any member of the Seller Group.

Share Capital

Each issue of shares in the Group, and each registration of a transfer of shares in the Group, has complied with the articles of association of the relevant Group Entity in force at the relevant time.

Each permission necessary for each issue or transfer of shares in the Group has been obtained.

The Group has not at any time:

purchased, redeemed or reduced any of its share or loan capital (or agreed to do any of those things); or

issued any shares for a consideration payable other than in cash.

There are no rights of pre-emption or restrictions affecting the transfer of the Purchased Shares to the Buyer.

The Target and the Group

The Target

The Target is a limited liability company incorporated under the laws of England and Wales and has been in continuous existence since incorporation.

Since its incorporation, the Target has not been a subsidiary of any other company.

Subsidiaries

The Target is not, and has never been, the owner or registered holder of any shares, loan capital or other securities of any company other than the Subsidiaries. The Target has not agreed to become the owner or registered holder of any such shares, loan capital or other securities.

The Target has never had a participating interest in any other company or undertaking other than the Subsidiaries.

The Target is the legal and beneficial owner of each allotted and issued share in the capital of each Subsidiary. Each such share is fully paid or credited as fully paid.

There is no Encumbrance affecting any of the shares in a Subsidiary or any unissued shares, debentures or other securities of a Subsidiary. There is no commitment to create an Encumbrance affecting any such shares, debentures or other securities.

No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the issue, allotment, conversion, redemption, repayment, sale or transfer of any shares, debentures or other securities of a Subsidiary.

There is no proceeding (as defined in paragraph 21.1 of this Part 2 of Schedule 2) or dispute in existence or threatened against the Group relating to any shares, debentures or securities of a Subsidiary. There is no fact or circumstance which might give rise to any such proceeding or dispute.

None of the shares in the capital of a Subsidiary were the subject of a transfer at an undervalue (within the meaning of Part VI or Part IX Insolvency Act 1986) within the last five years.

Directors

The only directors of the Target are the persons named as such in Schedule 1. The only directors of the Subsidiaries are the persons named as such for each Subsidiary in part 2 of Schedule 1.

The Target and its Subsidiaries do not have any shadow directors.

No person who has been an officer of a Group Entity at any time in the last five years has been subject to a disqualification order or undertaking under the Company Directors Disqualification ▇▇▇ ▇▇▇▇.

Group Administration

Accurate copies of the memorandum and articles of association of the Target and the Subsidiaries at the date of this agreement are included in the Disclosure Documents which:

have attached to them copies of all resolutions and other documents required by law; and

fully set out the rights and restrictions attaching to each class of shares in the Target and the Subsidiaries.

The Group has always operated its business and conducted its affairs, including the issue of shares or securities and the payment of dividends, in accordance with their constitutions (as defined in section 17 of the Act).

Each register and any books or records which the Group Entity is required by law to keep has been properly kept and contains an accurate record of the matters which it is required to record. No notice or allegation has been received or made that any of those registers, books or records is inaccurate or should be rectified.

The Group Entities, their officers and employees have all complied in all material respects with the provisions of the Act in relation to the Group’s activities.

All documents required by law to be delivered by a Group Entity to the Registrar of Companies or any other person:

have been duly and properly delivered; and

were accurate.

There is no written resolution of a Group Entity with a circulation date before the date of this agreement which has not yet been passed or lapsed in accordance with the Act.

All dividends and distributions declared, made or paid by a Group Entity have been declared, made or paid in accordance with:

the Group Entity’s constitution (at the relevant time);

all applicable legislation; and

any agreement or arrangement made with any third party regulating the payment of dividends and distributions by the Group Entity, accurate copies of which agreements or arrangements are included in the Disclosure Documents.

There is no power of attorney or other authority under which a person may enter into an obligation on a Group Entity’s behalf (other than an authority for an officer or employee to enter into an agreement in the normal and ordinary course of that person’s duties).

Information

The information in Schedule 1 and Schedule 3 is accurate.

Accounts

Auditor liability limitation agreements

Management Accounts

The Management Accounts (an accurate copy of which is included in the Disclosure Documents):

have been prepared with due care and attention;

have been prepared in accordance with good management accounting practice on a basis consistent with previous management accounts prepared by the Group;

reflect with reasonable accuracy the financial position and state of affairs of the Group as at the Management Accounts Date;

reflect with reasonable accuracy the trading and profit of the Group for the Management Accounts Date; and

are consistent with the accounting records of the Group.

The results shown by the Management Accounts were not materially affected by:

transactions of a nature not usually undertaken by the Group;

any extraordinary, exceptional or non-recurring items required to be disclosed by Accounting Practice;

charges or credits relating to any prior or subsequent periods; or

any change in the accounting policies or practices from those applied in the preparation of previous management accounts of the Group.

Records

The Records:

are in the Group’s possession; and

have always been properly kept in accordance with the law relating to the matters recorded in them.

None of the Records are recorded, stored, maintained, operated or otherwise dependent on or held by any means which are not under the exclusive ownership and direct control of the Group.

No notice or allegation has been received or made that any of the Records are inaccurate or should be rectified.

Business Since The Management Accounts Date

the Group’s business has been carried on in the normal and ordinary course without any interruption or change in its manner, nature or scope, and so as to maintain it as a going concern;

there has been no adverse change in the overall financial or overall trading position or turnover of the Group;

the Group has not, other than in the normal and ordinary course of its business:

acquired or disposed of, or agreed to acquire or dispose of, any business or asset; or

assumed or incurred, or agreed to assume or incur, a liability, obligation, expense or capital expenditure (whether, in any case, actual or contingent);

none of the fixed assets shown in the Management Accounts or acquired by the Group since the Management Accounts Date have been lost, damaged or destroyed and there has been no material reduction in their value;

the Group has not made, or agreed to make, any material price reductions or allowances or price increases on sales of stock or the provision of services;

the Group has not incurred any expense or made any payment other than in the normal and ordinary course of business and all payments received by the Group have been paid into the Group’s bank account and appear in the appropriate books of account;

the Group has not borrowed any money which it has not repaid (other than in the normal and ordinary course of its business within limits agreed with the Group’s bankers) and no loan to or loan capital of the Group has been repaid, in whole or in part, or has become due and payable or liable (with or without notice or lapse of time) to be declared due and payable;

the Group has not been adversely affected by:

the termination, or a change in the terms, of an important agreement;

the loss of or material reduction in orders from a customer;

the loss of or material reduction in any source of supply; or

any abnormal factor not affecting similar businesses,

the Group has not paid or declared any dividend or other distribution of capital or income;

the Group has not allotted, issued or acquired any share or loan capital, or agreed or arranged to do any of those things;

no resolution of the members of the Group (or any class of them) has been passed; and

no payment has been made by the Group to or on behalf of the Seller (or any person connected with the Seller) other than the payment in the normal and ordinary course of business and at the rates specified in the Disclosure Letter.

Assets

Each asset included in the Management Accounts or acquired by the Group since the Management Accounts Date (other than stock sold in the normal and ordinary course of business) and each asset used by the Group or which is in the reputed ownership of the Group is:

legally and beneficially owned by the Group free from any Encumbrance or any claimed Encumbrance or other dispute;

where capable of possession, in the possession or under the sole control of the Group; and

situated in the United Kingdom.

None of the assets referred to in paragraph 10.1 has been purchased on terms that title does not pass to the Group until full payment is made to the supplier.

There are maintenance contracts with independent specialist contractors for all material assets of the Group, accurate copies of which contracts are included in the Disclosure Documents.

The Group’s asset register included in the Disclosure Documents is an accurate record of all the fixtures, plant, machinery, vehicles and equipment owned or used by the Group, showing whether each item is owned or, if not, the arrangement under which it is used.

Hire Purchase and Leased Assets

The Disclosure Documents contain:

an accurate list of all the material assets (the “Leased Assets”) used by the Group which are subject to a lease, hire, hire purchase, credit sale or conditional sale agreement; and

accurate copies of all the agreements or arrangements relating to those Leased Assets.

Nothing has occurred or is likely to occur which might result in an increase in the rent payable for any Leased Asset.

All payments due under the agreements or arrangements relating to the Leased Assets have been duly and properly paid.

There are maintenance contracts with independent specialist contractors for each Leased Asset which the Group is obliged to maintain or repair under the agreements or arrangements relating to the Leased Assets. Accurate copies of those maintenance contracts are included in the Disclosure Documents.

Debts

No debt shown in the Management Accounts or which has subsequently arisen in the Group’s favour:

is overdue by more than three calendar months;

has been realised for less than its full face value;

has been released, deferred, subordinated or written off or has become irrecoverable in whole or in part;

is subject to any dispute, counterclaim or set off and there is no fact or circumstance which might give rise to any such dispute, counterclaim or set off;

is the subject of any assignment, factoring agreement, discounting arrangement or other Encumbrance;

has arisen other than in the normal and ordinary course of the Group’s business; or

is one to which the Group is entitled other than as the original creditor.

An accurate list of all debts owed to the Group as at the close of business on the Business Day before the date of this agreement is included in the Disclosure Documents.

Intellectual Property

Ownership

The registered Group Intellectual Property is valid and enforceable and nothing has been done or omitted to be done by which it may cease to be valid.

The registered Group Intellectual Property is:

legally and beneficially owned by the Group alone, free from any licence, Encumbrance, restriction on use or disclosure obligation; or

licensed to the Group, as exclusive licensee, under an Intellectual Property Agreement.

No third party has any right, title or interest in any Intellectual Property used in or required for the Group’s business other than that which is the subject of an Intellectual Property Agreement.

All moral rights relating to the Group Intellectual Property have been irrevocably and unconditionally waived.

The Group has not granted and is not obliged to grant a licence, assignment or other right relating to any of the Group Intellectual Property.

Claims and infringements

The Group Intellectual Property is not and will not be, the subject of a claim or opposition from any person (including an employee or former employee of the Group) as to title, validity, enforceability, entitlement or otherwise.

There is, and has been, no proceeding (as defined in 21.1 and including any infringement proceedings) or other dispute concerning any of the Group Intellectual Property. No such proceeding or dispute is pending or

The processes and working practices employed, and the products and services dealt in, by the Group on or before the date of this agreement:

do not involve the unlicensed use of a third party’s Intellectual Property or confidential information;

do not infringe the Intellectual Property (including moral rights) of another person; and

have not given, and will not give, rise to a claim against the Group or a liability to pay compensation.

No third party has made, is making or is likely to make any unauthorised use of any of the Group Intellectual Property or has infringed or is infringing any Group Intellectual Property.

Neither the Group nor any other party to any Intellectual Property Agreement or any other agreement relating to the Group Intellectual Property is in breach of such agreement.

Adequacy of Group Intellectual Property

The Group Intellectual Property comprises all the Intellectual Property of a material nature necessary for the Group to operate its business as carried on at the date of this agreement.

No Group Intellectual Property or Intellectual Property Agreement is due to lapse, expire or terminate within three years from Closing, the loss, termination or expiry of which would cause material adverse effect to the Group.

All Group Intellectual Property will either be owned by the Group, or available for use subject to an Intellectual Property Agreement, on substantially the same terms and conditions immediately following Closing. None of those rights shall be adversely affected by anything contemplated by this agreement.

Creation of Intellectual Property

All registered Group Intellectual Property created, developed or discovered by any person retained, commissioned, employed or otherwise engaged by the Group at any time is fully vested in the Group.

No claim for compensation under section 40 Patents Act 1977 has been made or is likely to be made against the Group relating to the Group Intellectual Property.

Dealings in and maintenance of Group Intellectual Property

Any use of Group Intellectual Property by a third party outside the ordinary course of business is subject to an Intellectual Property Agreement, details of which are in the Disclosure Letter and an accurate copy of which is

Nothing has been done or omitted to be done which jeopardises the validity, existence or enforceability of any Group Intellectual Property or any Intellectual Property Agreement relating to the Group Intellectual Property.

All Intellectual Property Agreements relating to the Group Intellectual Property which are material to the Group’s business are valid and in force and, where applicable, have been recorded at the relevant registry. Details of those agreements are in the Disclosure Letter and accurate copies of them are included in the Disclosure Documents.

There is no Intellectual Property Agreement:

relating to any Intellectual Property other than the Group Intellectual Property; or

under which the Group is, or may become, liable to pay a royalty or similar charge.

All material documents concerning title to and interest in the Group Intellectual Property (including registration certificates) form part of the records of the Group and will be delivered to the Buyer at Closing.

The Group has not received an adverse opinion from its advisors or any applicable registry relating to an application for any Group Intellectual Property, the failure to gain registration of which would adversely affect the Group.

The Group has taken all steps necessary and required to maintain and protect the Group Intellectual Property.

Confidential Information and Technical Information

The Confidential Information and Technical Information is legally and beneficially owned by the Group alone, free from any licence, Encumbrance or restriction on use.

The Confidential Information and Technical Information has always been kept strictly confidential by the Group.

The Group has not disclosed any Confidential Information or Technical Information to any person except where such disclosure was properly made in the normal and ordinary course of the Group’s business.

Computer Systems

Definitions

Disclosure

The Disclosure Letter contains accurate details of:

the Computer Equipment and the Computer Software;

the functions of the Group’s business dependent on the Computer Systems, or in connection with which the Computer Systems are or have been used;

all licences, maintenance agreements, escrow agreements and (where the warranties have not expired) development agreements relating to the Computer Software; and

all maintenance and support agreements in place relating to the Computer Systems.

The Disclosure Documents contain accurate copies of the licences, maintenance, escrow, development and support agreements referred to in paragraphs 15.2.1(c) and 15.2.1(d) above.

Ownership and third party rights

The Computer Equipment is legally and beneficially owned by the Group alone, free from any licence, Encumbrance or restriction on use.

All Intellectual Property in all Computer Software (except that which is licensed to the Group as referred to in paragraph 15.2.1(c)) is legally and beneficially owned by the Group alone, free from any licence, Encumbrance or restriction on use.

No third party has, or has claimed to have, any right to prevent the Group from continuing to use the Computer Systems except as provided in the documents referred to in paragraph 15.2.1(c) Any restrictions in those documents do not adversely affect the present or planned operation of the Group’s business.

None of the Group’s records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process whether computerised or not and including all means of access to or from such records, systems, controls, data or information) which are not under the exclusive ownership and direct control of the Group.

The Group has in its possession or control all executable versions, in both source and object code, of all Computer Software (except that which is licensed to the Group as referred to in paragraph 15.2.1(c)).

Functionality

The Computer Systems have sufficient capability and capacity for the efficient operation of the Group’s business as currently carried on and as projected for the next 12 months.

The individual components and items which together form the Computer Systems are compatible with each other and none of them are redundant to any material extent.

Operational matters

The Group has sufficient technically competent and trained employees to ensure the proper operation, monitoring and use of the Computer Systems. The Computer Systems are sufficiently documented to enable their full and proper use without reliance on the special knowledge or memory of any person.

The maintenance and support provided to the Group under the maintenance and support agreements referred to in paragraph 15.2.1(d) is sufficient for the full uninterrupted use of the Computer Systems.

The Group and all third parties have complied in all material respects with all licences, maintenance, escrow, development and support agreements relating to the Computer Systems. None of those licences or agreements is terminable by a third party by less than 12 months’ notice or is due to expire within 12 months of Closing. No third party is unable to provide support in accordance with its obligations under any such licence or agreement.

The Group does not have a disaster recovery plan.

The Group has prudent procedures in place to ensure the security of the Computer Systems and data stored on it including by the use of properly administered and run password protection, data encryption, up to date industry standard virus checking software and procedures for taking and storing on site (at least once every 12 hours) and off site (at least once every 24 hours) back-up copies of the Computer Software and all data stored on the Computer Equipment.

In the last 12 months the Group has not suffered any material failures or breakdowns of any of the Computer Systems.

The Group is not a party to a facilities management agreement (whether as a provider or a recipient of services) nor is the Group a subscriber to or provider of bureau, out sourcing or similar services.

Contracts

Terms

is of an unusual, onerous or abnormal nature or is not of an entirely arm’s length nature;

is outside the normal and ordinary course of business:

is for a fixed term of more than six months or is incapable of complete performance in accordance with its terms within six months of Closing;

is incapable of termination by the Group in accordance with its terms on not more than 90 days’ notice served at any time;

is capable of termination by a third party for convenience;

save in the normal and ordinary course of business, involves total outstanding expenditure by the Group of more than £50,000 in relation to the purchase of stock;

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

cannot be fulfilled or performed by the Group in accordance with its terms with the Group’s current personnel, assets and finance;

is likely to result in a direct loss to the Group, or is not expected to make a normal profit margin consistent with the prudent conduct of the Group’s business, or involves an abnormal degree of risk to the Group;

is an option or similar agreement, arrangement or obligation affecting the Group’s business or any of its assets;

relates to the sale of shares or assets and contains warranties or indemnities or other provisions under which the Group has any liability or obligation (actual or contingent);

is one by which the Group grants or is granted sole or exclusive rights;

is a distributorship, agency, franchise, marketing or management agreement or arrangement;

involves liabilities which may fluctuate in accordance with any currency exchange or any index;

is for a loan, guarantee, indemnity or suretyship;

involves, or is likely to involve, the sale of goods or the supply of services with a total sales value of more than 10% of the Group’s turnover for the preceding financial period;

requires the performance by the Group of any obligations outside the United Kingdom;

is an agreement for the supply of any administrative or other services or facilities to the Group; or

confers or purports to confer a benefit or right on any person who is not a party to the relevant agreement or arrangement.

Validity and compliance

All the agreements or arrangements of a material nature by which the Group is bound or to the benefit of which it is entitled are:

in full force and effect; and

valid, binding and enforceable obligations on all the parties to those agreements or arrangements.

In relation to each of the agreements or arrangements by which the Group is bound or to the benefit of which it is entitled:

neither the Group nor the Seller have any knowledge of the invalidity of, or a ground for termination, avoidance or repudiation of any such agreement or arrangement;

no party to any such agreement or arrangement has given notice of its intention to terminate, or has sought to repudiate or disclaim, an agreement or arrangement;

no written notice of any actual or proposed changes to the prices or other material terms of any such agreement or arrangement has been received by the Group;

there has been no breach of any such agreement or arrangement and there is no fact or circumstance which is likely to give rise to a such breach (with or without notice or lapse of time);

there is no dispute or claim relating to any such agreement or arrangement and there is no fact or circumstance which is likely to give rise to any such dispute or claim; and

no party to any such agreement or arrangement is entitled to exercise any set off or counterclaim or to delay or withhold payment of any monies falling due under that agreement or arrangement or to make payment to any party other than the party specified in that agreement or arrangement.

Tenders

The Disclosure Documents contain accurate copies of all material tenders, quotations or offers made by the Group which are or may become capable of giving rise to a contract required to be disclosed under this paragraph 16 by the issue of an order or acceptance by any other party.

No tender, quotation or offer has been made by the Group other than in the normal and ordinary course of business on terms calculated to yield a gross profit margin consistent with the conduct of the Group’s business up to Closing.

Other arrangements

The Group has never been a party to a transaction to which section 190, 197, 198, 201, 203 or 223 of the Act apply.

The Group has not within the last five years paid any compensation to a third party agent in accordance with the Commercial Agents (Council Directive) Regulations 1993. There is no fact or circumstance which might give rise to a claim for such compensation being made against the Group.

Joint Ventures and Partnerships

a member of any joint venture, consortium, European Economic Interest Grouping, partnership or other unincorporated association;

a party to any agreement or arrangement for sharing profit, commissions or other income; or

a member of any partnership, trade association, society or other group (whether formal or informal, and whether or not having a separate legal identity) and no such body is relevant to or has any material influence over the Group.

Trading

General

The Group does not carry on business under licence or other than as principal.

The Group does not use any name for any purpose other than its full corporate name.

The Group does not have, and has never conducted any part of its business through, any branch, place of business or agency outside the United Kingdom. The Group does not have any substantial assets outside the United Kingdom.

No agent, distributor, representative, supplier or other party (not being an employee) is entitled to any fixed or varying payment or credit in connection with the Group’s business (past, present or future).

During the last 12 months no substantial customer or supplier of the Group has:

stopped, or indicated an intention to stop, trading with or supplying the Group;

reduced, or indicated an intention to reduce, to a material extent its trading with or supplies to the Group; or

changed, or indicated an intention to change, to a material extent the terms on which it is prepared to trade with or supply the Group (other than normal price and quota changes).

No substantial customer or supplier of the Group is likely to:

stop trading with or supplying the Group;

reduce to a material extent its trading with or supplies to the Group; or

change the terms on which it is prepared to trade with or supply the Group (other than normal price and quota changes).

The attitude of clients, customers, suppliers and employees regarding the Group will not be prejudicially affected by the execution or performance of any Transaction Document.

The Group has not entered into an agreement or arrangement with a client, customer or supplier on terms materially different to its standard terms of business, an accurate copy of which is included in the Disclosure Documents.

Customers

No customer (including any person connected with such customer) accounts for more than 5% of the total value of all sales made by the Group in the last 12 months.

An accurate list of all material customers of the Group who have made purchases from the Group during the last 12 months is included in the Disclosure Documents.

Except for a condition or warranty implied by law or contained in its standard terms of business or otherwise given in the normal and ordinary course of business, the Group has not:

given a condition or warranty, or made a representation, relating to goods manufactured or sold, or services supplied, (or agreed to be manufactured, sold or supplied) by it; or

accepted an obligation that could give rise to a liability after the goods have been manufactured or sold, or services have been supplied, by it.

Suppliers

No supplier (including any person connected with such supplier) accounts for more than 5% of the total value of all purchases made by the Group in the last 12 months.

An accurate list of all material suppliers of the Group from whom the Group has made purchases during the last 12 months is included in the Disclosure Documents.

The Group has paid its creditors within the times agreed with them. The amounts owing by the Group to a creditor and the relevant duration as at the close of the Business Day before Closing are set out in the Disclosure Documents.

No supplier to the Group is entitled to charge interest on any monies owed to it by the Group. The Group has no liability (whether actual or contingent) for unpaid interest relating to the late payment of any invoice or other liability paid or settled before Closing.

Defective Products or Services

Full details of all material customer claims, complaints or returns relating to the Group made during the last 12 months are contained in the Disclosure Letter.

Save as Disclosed (including the ordinary level as accrued in the Management Accounts) there are no outstanding claims against the Group relating to:

delays in delivery or closing of contracts; or

any other liability for goods sold or supplied, or services supplied (or agreed to be sold or supplied) by the Group,

The Group has not accepted any liability or obligation to take back or otherwise do or not do anything in respect of any goods sold or supplied, or services supplied, by the Group.

Data Protection and Privacy

The collection, use and retention of the Personal Information by the Group Entities, the disclosure or transfer of the Personal Information by the Group Entities to any third parties and transfer of the Personal Information by the Group Entities to the Buyer as part of the Buyer’s due diligence comply with all Privacy Laws.

There are no restrictions on any Group Entity’s collection, use, disclosure and retention of the Personal Information except as provided by Privacy Laws.

There are no Claims pending, ongoing or, to the Knowledge of the Seller, threatened, with respect to any Group Entity’s collection, use, disclosure or retention of the Personal Information.

No decision, judgment or order, whether statutory or otherwise, is pending or has been made, and no notice has been given pursuant to any Privacy Laws, requiring any Group Entity to take (or to refrain from taking) any action with respect to the Personal Information.

The Group Entities:

introduced and applied appropriate data protection policies and procedures concerning the collection, use, storage, retention and security of Personal Information, and implemented regular staff training, use testing, audits or other documented mechanisms to ensure and monitor compliance with such policies and procedures;

appointed a data protection officer if required to do so under the Privacy Laws;

maintained complete, accurate and up to date records of all their Personal Information processing activities as required by the Privacy Laws;

carried out and maintained complete, accurate and up to date records of, all data protection impact assessments required by the Privacy Laws;

issued appropriate privacy notices to data subjects which comply with all applicable requirements of the Privacy Laws;

implemented appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of, or accidental loss or damage to, any Personal Information processed by the Group Entities and ensure a level of security appropriate to the risk represented by the processing and the nature of the Personal Information to be protected; and

put in place an adequate data breach response plan that enables the Group Entities to comply with the related requirements of the Privacy Laws.

Litigation

In this paragraph 21 a reference to a proceeding includes a reference to any civil, criminal, arbitration, mediation, dispute resolution, administrative or other proceeding, action or claim in any jurisdiction.

Except for the collection of unpaid debts arising in the normal and ordinary course of business, neither the Group nor a person for whose acts or defaults the Group may be vicariously liable is involved, or has during the last three years been involved, in a proceeding.

There is no proceeding pending or threatened by or against the Group or a person for whose acts or defaults the Group may be vicariously liable.

There is no fact or circumstance which is likely to give rise to a proceeding involving the Group or a person for whose acts or defaults the Group may be vicariously liable.

Neither the Group nor a person for whose acts or defaults the Group may be vicariously liable, has been concerned or involved in any act, event or omission which is likely to give rise to a proceeding involving the Group after the date of this agreement.

Neither the Group, nor any person for whose acts or defaults the Group may be vicariously liable, is entitled to or bound by any outstanding judgment, order, decree, award or decision of a court, tribunal, arbitrator, mediator or governmental or other competent authority or agency in any jurisdiction.

Compliance

General

The Group and (in relation to the business and assets of the Group) its officers and employees have always complied in all material respects with all applicable laws of any relevant jurisdiction.

There has been no breach of, or default under any statute, regulation, directive, order, decree or judgement of any court or any governmental agency of the United Kingdom (or any other country in which the Group conducts business) by the Group.

Neither the Group nor any of its officers or employees has committed any criminal, illegal or unlawful act or any breach of contract or any legislation.

The Group is not and has not at any time been engaged in:

a regulated activity in the United Kingdom within the meaning of section 22 Financial Services and Markets ▇▇▇ ▇▇▇▇; or

any activity governed by any consumer credit laws.

Investigations

There is no, nor has there ever been any, governmental or other investigation or inquiry, or disciplinary or enforcement proceeding, in any jurisdiction relating to the Group. No such investigation, inquiry or proceeding is pending or threatened. There is no fact or circumstance which is likely to give rise to any such investigation, inquiry or proceeding.

Saved as disclosed, no report has been made to the National Crime Agency relating to the Group or any of its officers or employees.

Permits

In this paragraph 23, Permit means a permit, licence, consent, approval, certificate, qualification, specification, registration or other authorisation, or a filing of a notification, report or assessment, necessary in any jurisdiction for:

the proper and effective operation of the Business;

the Group’s ownership, possession, occupation or use of any of its assets; or

the marketing, manufacture, sale or supply of any goods or services by the Group.

The Group has obtained and has always complied with all Permits.

Each Permit is:

in full force and effect;

in the name of the Group; and

not limited in duration or subject to any onerous conditions.

Accurate details of each Permit are in the Disclosure Letter and accurate copies of each Permit are included in the Disclosure Documents.

No expenditure or work is or will be necessary to comply with, maintain or obtain a Permit.

There are no facts or circumstances that is likely to lead to the revocation, suspension, cancellation, variation or non-renewal of, or the inability to transfer, any Permit. Each action required for the renewal or extension of each Permit has been taken.

No Permit, and no condition to which any Permit is subject, is personal to the Seller. There is no reason why equivalent Permits (on no less favourable terms) would not be granted to the Group following the acquisition of the Purchased Shares by the Buyer.

Environment and Health and Safety

In this paragraph 24 the following additional definitions apply:

pollution or contamination of the Environment;

the presence, disposal, release, spillage, deposit, escape, discharge, leak, migration or emission of Hazardous Substances or Waste;

the exposure of any person to Hazardous Substances or Waste;

the health and safety of any person, including any accidents, injuries, illnesses and diseases;

the creation or existence of any noise, vibration, odour, radiation, common law or statutory nuisance or other adverse impact on the Environment; or

the condition, protection, maintenance, remediation, reinstatement, restoration or replacement of the Environment or any part of it;

Compliance

The Group has obtained and has always complied with all EHS Permits.

Each EHS Permit is:

in full force and effect;

in the name of the Group; and

not limited in duration or subject to any onerous conditions.

No expenditure or work is or will be necessary to comply with, maintain or obtain an EHS Permit.

There are no facts or circumstances that are likely to lead to the revocation, suspension, cancellation, variation or non-renewal of, or the inability to transfer, any EHS Permit. Each action required for the renewal or extension of each EHS Permit has been taken.

No EHS Permit, and no condition to which any EHS Permit is subject, is personal to the Seller. There is no reason why equivalent EHS Permits (on no less favourable terms) would not be granted to the Group following the acquisition of the Shares by the Buyer.

The Group has always operated in compliance with all EHS Laws in force from time to time. There are no facts or circumstances that may lead to any breach of or liability under any EHS Laws or any claim or liability in respect of EHS Matters.

The Group does not meet the qualifying criteria for, and is not required to participate in, the CRC.

Hazardous Substances and Waste

There are no Hazardous Substances at, on or under, nor have any Hazardous Substances been emitted, escaped or migrated from, any Property.

There are, and have been, no landfills, underground storage tanks, or uncontained or unlined storage treatment or disposal areas for Hazardous

The Group has never been required to hold, nor has it ever applied for, a waste disposal licence, a waste management licence or an environmental permit for waste operations under any EHS Laws.

Claims and investigations

There have been no claims, investigations, prosecutions or other proceedings against or threatened against the Seller, the Group or any of its officers or employees relating to Harm arising from the operation of the Group’s business or occupation of any Property or for any breach or alleged breach of any EHS Permits or EHS Laws. There are no facts or circumstances that are likely to lead to any such claim, investigation, prosecution or other proceeding. Neither the Group nor the Seller has ever received any notice, communication or information alleging any liability relating to any EHS Matters or that any remediation works are required.

Neither the Group nor the Seller has ever received any enforcement, prohibition, stop, remediation, improvement or other notice from, or been subject to any civil sanction imposed by, any enforcement authority (including the Environment Agency, the Health and Safety Executive or the relevant local authority) relating to any EHS Matters or any breach of EHS Laws in respect of the Group’s business, the Group or any Property.

Disclosure of information

current EHS Permits;

environmental and health and safety policy statements;

reports (dated within the period of twelve months ending on the date of Closing) relating to environmental and health and safety audits, investigations or other assessments;

registrations, reports and evidence packs required to be submitted or kept by the CRC Order;

records of accidents, illnesses and reportable diseases within the twelve months ending on the date of Closing;

assessments of substances hazardous to health;

correspondence on EHS Matters between the Group and any relevant enforcement authority for the period of twelve months ending on the date of Closing; and

copies or details of all Waste disposal contracts.

Liabilities

The Group has no actual liability under any EHS Laws by reason of it having owned, occupied or used any land or buildings other than the Properties.

The Group has not given or received any warranties or indemnities or entered into any other agreement relating to any liabilities, duties or obligations that arise under EHS Laws.

Competition

The Group is not and has never been a party to any agreement, arrangement or practice, nor has it engaged in any course of conduct or practice, which:

has been the subject of any enquiry or investigation under the Fair Trading ▇▇▇ ▇▇▇▇, the Competition ▇▇▇ ▇▇▇▇ or the Enterprise ▇▇▇ ▇▇▇▇ or under any competition or anti-trust law anywhere in the world;

infringes or has infringed the Competition ▇▇▇ ▇▇▇▇ or the Enterprise ▇▇▇ ▇▇▇▇ (whether or not it was or is exempted or excluded under the Competition Act 1998);

infringes or has infringed Article 10(1) Treaty of the Functioning of the European Union (TFEU) (previously Article 81 of the EC Treaty) (whether or not it is or was exempted under Article 101(3) of TFEU (previously Article 81(3) of the EC Treaty)) or Article 102 of TFEU (previously Article 82 of the EC Treaty);

infringes or has infringed any competition, anti-trust or restrictive trade practices law, rule or regulation anywhere in the world;

is or has been the subject of any measure, including any undertaking or commitment on the part of the Group to, or any requirement, decision or order of any regulatory authority, agency, tribunal or court anywhere in the world relating to competition, anti-trust or restrictive trade practices or similar matters; or

is or has been the subject of any fine or penalty, imposed or threatened to be imposed, for any reason (including infringement of any law, regulation, administrative provision or similar matter relating to fair competition, anti-trust, monopolies, mergers or similar matters) by or authority, agency, tribunal or court anywhere in the world relating to competition, anti-trust or restrictive trade practices or similar matters.

The Group has not received a notice of any breach by it of any competition, anti-trust, anti-restrictive trade practice or consumer protection law, rule or regulation anywhere in the world. The Group is not, nor has it ever been, involved in any investigation, inquiry or proceeding (as defined in 21.1) relating to any such matters. No such investigation, inquiry or proceeding is pending or threatened by or against the Group. There is no fact or circumstance which is likely to give rise to any such investigation, inquiry or proceeding.

Neither the Group nor any of its directors, agents or employees has made any application to the European Commission or any other competition authority for any of the following:

a declaration of inapplicability;

negative clearance;

leniency; or

a letter of comfort,

The Group is not party to or otherwise bound by any agreement or arrangement which restricts the Group’s freedom to carry on the whole or any part of its business, or to use or exploit any of its assets, in any part of the world as it thinks fit.

The Group has not received, nor is it due to receive, any aid granted by a member state of the European Union or through state resources within the meaning of Article 107 of the TFEU (previously article 87(1) of the EC Treaty).

The Group has not within the last two years been party to any merger, concentration or other similar arrangement which was capable of review by any competition, anti-trust, restrictive trade practices or similar authority in any jurisdiction.

Insurance

The Disclosure Letter contains accurate details of all insurance and indemnity policies maintained by the Group or in which the Group has an interest (together, the Policies). Accurate copies of the Policies are included in the Disclosure Documents.

Each of the Policies is valid and enforceable and is not void or voidable. Neither the Group, nor any director, employee or agent of the Group, has done anything or omitted to do anything which is likely to make any of the Policies void or voidable.

All premiums due in respect of the Policies have been duly and punctually paid. The Group has not done or omitted to do anything which is likely to result in an increase in the premium payable under any of the Policies.

The Group has never been refused any insurance or only offered insurance at a cost substantially higher than the normal market rate for such insurance.

All reports or recommendations from the Group’s insurance brokers or other advisors have been implemented in full.

The Group has disclosed to each of its insurers any information which that insurer would consider material for disclosure in relation to an insurance policy.

There is no claim outstanding under any of the Policies. There is no fact or circumstance which is likely to give rise to such a claim.

The Group has not acquired any benefit under any policy of insurance other than as original beneficial owner.

Employees

Employees and terms

In this paragraph 27 Employees means all the employees, workers, officers, consultants or agents of the Group.

The Disclosure Documents contain accurate and anonymised details of:

the total number of the Group’s Employees (including details of those who are on maternity leave or absent because of disability or other long-term leave of absence and, in each case, have or may have a right to return to work with the Group);

the name, date of start of employment, period of continuous employment, salary and other benefits, grade and age of each Employee and, where an Employee has been continuously absent from work for more than one month, the reason for the absence;

the terms of the contract of each Employee entitled to remuneration at an annual rate, or an average annual rate over the last three years, of more than £30,000;

any disciplinary procedure taken against an Employee within the last two years; and

any grievance procedure taken by an Employee within the last two years.

Since the Management Accounts Date:

the basis of the remuneration payable to the Employees has not altered and the Group is not obliged to increase, nor has it made provision to increase, the total annual remuneration payable to its Employees by more than 5%; and

no alterations have been made to:

the terms of employment or conditions of service of any Employee;

the pension or other benefits of any Employee or any former Employee or officer of the Group (or any dependant of any such person); or

the terms of any agreement or arrangement (whether written or unwritten and whether binding or not) with any trade union, employee representative or body of employees.

There is no employment contract between the Group and any Employee which cannot be terminated by one months’ notice or less without giving rise to a claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal).

There is no employment or consultancy contract or other contract of engagement between the Group and a person which is in suspension or has been terminated but is capable of being revived or enforced or in respect of which the Group has a continuing obligation.

During the period of twelve months ending the date of Closing, the Group has not received notice of resignation from any person occupying a senior, managerial, technical, sales or research position. The sale of the

The Group is not a party to any consultancy contract.

The Group owes no amount to any Employee or former Employee (or any dependent of such a person) other than for accrued remuneration or reimbursement of business expenses which, to the extent due, have been paid or discharged in full.

There is no agreement or arrangement between the Group and an Employee or former Employee relating to the employment, cessation of employment or retirement of such a person which is not included in the written terms of employment or previous employment of such a person.

During the period of twelve months ending the date of Closing, the Group has not provided, or agreed to provide, a gratuitous payment, loan or benefit to an Employee or any dependent of an Employee.

During the period of twelve months ending the date of Closing, The Group has maintained up-to-date, accurate records regarding each of its Employees, including details of terms of employment, payments of statutory sick pay and statutory maternity pay, disciplinary matters, health and safety matters and termination of employment.

During the period of twelve months ending the date of Closing, the Group has not entered into an agreement to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 may apply. No event has occurred which may involve the Group in the future acquiring all or part of an undertaking to which those regulations may apply.

The Group has not dismissed any person in contemplation of this transaction at any time in the last 12 months.

No outstanding offer of employment has been made by the Group to any person. No person has accepted an offer of employment made by the Group but not yet commenced such employment.

None of the Employees is disabled for the purposes of the Equality ▇▇▇ ▇▇▇▇.

All of the Employees have the right to work in the UK and the Group has complied with all of its obligations in this regard.

Save as Disclosed, there are no temporary workers within the Group’s business. The Group has complied with its obligations under the Agency Workers Regulations 2010 in relation to any Disclosed temporary workers and has not failed to respond to any request by any temporary work agency under Regulation 14(3) of the Agency Worker Regulations 2010 in regards to the terms and conditions of employees of the Group, at any time.

The Group has paid the necessary amounts to maintain suitable cover in relation to the insurance which it is contractually obliged to provide for the Employees, including private medical insurance, permanent health

The Group has always calculated and paid holiday pay to the Employees correctly in accordance with the Working Time Directive (93/104/EC), the Working Time Regulations 1998 and current case law (including Lock v British Gas Trading Limited (Case C-539/12) and Bear Scotland Ltd v ▇▇▇▇▇▇ & anor UKEATS/0047/13).

Payments on termination

incurred a liability for breach or termination of an employment contract, including a redundancy payment, protective award or compensation for wrongful dismissal, unfair dismissal or failure to comply with an order for the reinstatement or re-engagement of an Employee;

incurred a liability for breach or termination of a consultancy agreement;

during the period of twelve months ending the date of Closing, made or agreed to make a payment or provided or agreed to provide a benefit to an Employee or former Employee (or to any dependant of such person) or made any other agreement or arrangement relating to the actual or proposed termination, retirement or suspension of employment, or variation of an employment contract; or

incurred a liability relating to any accident or injury which is not covered by insurance, or received notice of claim from an Employee or former Employee indicating a potential liability in respect of any such accident or injury.

Compliance with law

The Group has complied with:

each obligation imposed on it by, and each order and award made under, statute, the Treaty of Rome, TFEU, EC Directive, regulation, code of conduct and practice, collective agreement, custom and practice relevant to:

the relations between the Group and its Employees or a trade union; or

the terms of employment of the Group’s Employees;

each recommendation, insofar as it is relevant to the Group, made by the Advisory, Conciliation and Arbitration Service and each award and declaration made by the Central Arbitration Committee;

the Employment Rights ▇▇▇ ▇▇▇▇;

the Working Time Regulations 1998 (in particular, as regards the hours worked by the Employees and the Group’s record-keeping obligations); and

the Information and Consultation of Employees Regulations 2004, (to the extent that any of the above have legal effect).

There are no enquiries or investigations existing, pending or threatened affecting the Group relating to any Employee or former Employee by the Equality and Human Rights Commission, the Health and Safety Executive or any other body with similar functions or powers in relation to workers.

Redundancies and transfer of business

Within the last year the Group has not:

given notice of redundancies to the relevant Secretary of State or started consultations with a trade union under Chapter II of Part IV Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇ or failed to comply with its obligations under Chapter II of Part IV of that Act; or

been a party to a relevant transfer (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) or failed to comply with a duty to inform and consult employee representatives or a trade union under those Regulations.

No Employee is entitled or potentially entitled to any enhanced redundancy payment or early retirement benefits, whether on the grounds of redundancy or otherwise.

Trade unions

The Group has no agreement or arrangement with and does not recognise a trade union, works council, staff association or other body representing any of its Employees.

The Group is not involved in, and no fact or circumstance exists which might give rise to, a dispute with a trade union, works council, staff association or other body representing any of its Employees.

The Group has not received any formal request under the Information and Consultation of Employees Regulations 2004.

No collective agreements affect any Employee’s terms and conditions of employment.

Incentive schemes

Employment claims

There are no legal or other proceedings between the Group and any Employee or former Employee. No such proceedings are pending or threatened by or against the Group. There is no fact or circumstance which is likely to give rise to any such proceedings.

No court or Tribunal case, claim or action has been brought by any Employee or former Employee against the Group within the last two years.

Pensions

Save for under the Disclosed Schemes, the Group does not have any legal, voluntary or moral obligation to pay, contribute towards or meet the cost of any Relevant Benefits for the benefit of or in respect of any person. No proposal, announcement or assurance has been given to any Employee as to the introduction, continuance, increase or improvement of or the payment of a contribution towards any Relevant Benefits.

There is no obligation to provide benefits under or make contributions to the Disclosed Schemes except as revealed in the documents provided to the Buyer and no discretion or power has been or will before Closing be exercised under the Disclosed Schemes to:

augment benefits in respect of any of the Employees;

pay non-statutory transfer values;

admit to membership an Employee who would not otherwise have been eligible for membership of the Disclosed Schemes;