UBER LONDON LIMITED V TRANSPORT FORLONDON LIST OF AGREED CONDITIONSIn this list, references to the 1998 Act include the Private Hire Vehicles (London) Act 1998
and the Private Hire Vehicles (London) (Operators’ Licences) Regulations 2000 (the 2000Regulations) made under it.

CORPORATE GOVERNANCE AND INTRA-GROUP RELATIONSHIPS
1.

Board composition
ULL shall maintain a Board, comprising at least three independent directors who shallbe in the majority (one of whom shall be the Chair) and at least two executivedirectors.
For the avoidance of doubt, this condition will not be treated as having been breachedin circumstances where a director resigns or is otherwise no longer able to act as adirector and ULL is in the process of recruiting a successor, provided the recruitment
process takes no longer than 6 months.

2.

Board/Sub-committee roles
Ultimate responsibility for ULL’s licensed operations under the 1998 Act shall lie
with the Board. The Board is to be supported in the fulfilment of that responsibility bya sub-committee of the Board chaired by the Chair (or, in the absence of the Chair,another non-executive director). The sub-committee shall be supported by amanagement committee.

3.

Compliance protocol
ULL shall maintain arrangements for:a.

ULL to be notified by Uber Technologies Inc. (UTI), and Uber BV or, Uber
Britannia Limited (UBL) of matters that could be relevant to ULL’s
obligations as a licensed operator under the 1998 Act wherever they may arise(including in respect of any other affiliated Uber Group company); andb.

UTI and Uber BV to support ULL in its compliance with its obligations as alicensed operator under the 1998 Act, and respect its autonomy in securingthat compliance including in making notifications required by these conditions
and the 1998 Act.

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4.

Independent assurance procedure
ULL shall maintain an independent assurance procedure designed to review andvalidate the effectiveness of its systems, policies, procedures and oversightmechanisms for promoting compliance with its obligations as a licensed operator inaccordance with the 1998 Act as well as these conditions.
ULL shall provide TfL with details about all existing and new customer and/or driversafety and security initiatives, safety and security related products and services and thework of ULL’s Safety Team, and the independent assurance procedure shall also
include a review of these safety and security initiatives, safety and security related
products and services and the work of ULL’s Safety Team.
ULL shall provide the licensing authority with a copy of an independently-verified
assurance procedure report produced every six (6) months from the date of any
decision granting this Licence together with a summary of actions ULL proposes totake in response to that report.

TFL NOTIFICATION OBLIGATIONS AND ENFORCEMENT
5.

Notification of significant/material changes
In addition to and without derogation from its obligations under regulation 9(13) of
the 2000 Regulations, ULL shall give the licensing authority at least 28 days’ advancenotice of any material change that it intends to make to its operating model, systems
or processes, that may affect compliance with the 1998 Act, 2000 Regulations or otherlicence conditions, including but not limited to:a.

Any material proposed changes to the way in which ULL collects and holds
passengers’ and drivers’ data;b.

Any material proposed changes concerning ULL’s booking systems andarrangements for making bookings;c.

Any material proposed changes relating to the safety and security ofpassengers and drivers.

Any notice provided must be full, detailed and transparent. Such notice shall include
details of the risk assessments carried out and the impact on the safety of passengers
and drivers.
ULL shall have regard to any reasoned response raised by TfL in respect of any suchchanges so notified.
In the event that ULL is unable to comply with the notice requirements in thiscondition because immediate or faster change is required in order to comply with aCourt order or other legal obligation or to address an actual or potential emergency,
ULL will give the greatest notice reasonably practicable.

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6.

Circumvention of obligations
ULL shall not circumvent any of its obligations as a licensed operator under the 1998
Act or circumvent or interfere with any arrangements made by the licensing authority
in relation to these obligations, including such obligations or arrangements as apply toapplicants for or holders of private hire vehicle driver licences or private hire vehicle
licences. This concerns any part of the licensing process a driver or vehicle owner isrequired to undertake and includes but is not limited to obtaining Enhanced Criminal
Record Certificates, medical declarations, topographical assessments, English
language certificates, MOTs or any other requirements set by the licensing authority
as prerequisites to obtaining a driver or vehicle owner licence.

7.

Reporting of breaches to the licensing authority, law enforcement and regulatory
authorities
ULL shall, to the extent permitted by law, provide a written report to any relevant
regulatory and law enforcement authority in the United Kingdom, and to the extent
permitted by law, to the licensing authority in any of the following circumstances:a.

All data breaches, material data losses or infringements of data protection law
affecting the data of UK drivers and/or customers, whether those incidents
occur in the United Kingdom or elsewhere;b.

The use or proposed use by ULL, UBL, Uber BV, UTI or any other affiliatedUber Group company (“an Uber Company”) in any jurisdiction where aRelevant Person is or has been employed or engaged by an Uber Company atthe time of such use or proposed use of any software, tool or other mechanism(including Greyball and Ripley) (i) to interfere with or evade any regulatory
enforcement action or (ii) for any improper purpose. For these purposes‘proposed use’ means a use proposed or endorsed (whether implicitly orexplicitly) by a Senior Manager or Director.

Following any report made concerning 7(a) or (b) above, ULL shall co-operate fully,
openly and transparently with any investigation conducted by any regulatory or law
enforcement authority and/or by the licensing authority.
In these Conditions:a "Relevant Person" means any person who during the term of this Licence is, or has
been, employed or engaged by ULL as a Senior Manager and/or Director.
"Data breaches, material data losses or infringements of data protection law" means
any such incident that:(i) is, or(ii) would, if UK law were to apply, berequired by law to be notified to a regulator or law enforcement authority.

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8.

Transparency during investigations
ULL shall, to the extent permitted by law, provide written notification to the licensing
authority of the outcome of:9.

a.

all investigations, in the United Kingdom or elsewhere, concerning data
breaches, data losses or infringements of data protection laws affecting thedata of UK drivers and/or customers. This requirement to notify includes but
is not limited to all investigations in which a Relevant Person has been
implicated in, or found personally culpable for, such a data loss;b.

all investigations concerning any regulatory breaches or infringements of law
by an Uber Company, to the extent that any Relevant Person has been
implicated in such conduct or found to be personally culpable for such breachor infringement; andc.

the outcome of all investigations, in the United Kingdom or elsewhere,
concerning the use by an Uber Company of any software, tool or othermechanism (including Greyball and Ripley) to interfere with or evaderegulatory enforcement or any other improper purpose to the extent that any
Relevant Person has been implicated in or found to be personally culpable forsuch use.

Evasion of enforcement
ULL shall not use any software, tool or any other mechanism to interfere with orevade any enforcement action by a regulatory or law enforcement authority, including
the licensing authority.

10.

Arrangements with MPS
ULL shall, unless the Metropolitan Police Service (MPS) lawfully requires or agrees
otherwise, maintain substantively the current arrangements agreed by the MPS for thereporting of passenger complaints alleging behaviour that may be criminal.

11.

Criminal reporting policy
ULL shall consult the MPS at least every calendar year as to whether ULL's policy
relating to criminal reporting remains fit for purpose. ULL shall notify the licensing
authority of any updates to this policy that are agreed with the MPS and/or any otherrelevant police authorities, and complies with any guidance issued by the licensing
authority.

12.

Complaints handling
ULL shall provide an update to the licensing authority every six (6) months on theeffectiveness of its complaints handling process. That report shall include up-to-date
figures concerning the number of reports made to the police within each relevant
period.
ULL shall, within 48 hours of receiving a safety related complaint concerning a ULLdriver:4

a. assess whether it is necessary to remove or suspend that driver account pending

further inquiries; andb. notify any such decision to remove or suspend the driver to the licensing
authority, including specifying the details of the driver and the allegation.
13.

Not employing people who have evaded enforcement
ULL shall take all reasonable steps to ensure that they do not employ or engage as aSenior Manager or Director any person who has been found (whether by Uber, its
external advisers on their behalf, or regulators or law enforcement agencies) to have:a. Promoted, approved or facilitated the possible or actual use of Greyball or

Ripley, or any other technology, so as to avoid or evade regulation in any
jurisdiction (whether in their internal communications or otherwise); orb. Otherwise interfered with or evaded regulatory enforcement in the private hire
and taxi sector, whether in the United Kingdom or in any other jurisdiction.
14.

Ride sharing
ULL shall provide training to all drivers to ensure that any advanced bookings ofprivate hire vehicles at separate fares are carried out safely.

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