Exhibit 10.1







 





Dated:
August 1, 2018


 


(1)
Mr. Rodney Leonard and the Trustees of the Leonard R. Personal Pension Scheme




 


(2)
Argentum 47 Financial Management Ltd.




 


Share
Purchase Agreement


 


Schofield
Sweeney LLP


 


Springfield
House,


76
Wellington Street,


Leeds
LS1 2AY. UK.


Tel:
0113 220 6270


(Ref:
CJB/DJB/22233.1)


 




    	 



    	 



    

 


Contents


 








	Clause	 	Page
	 	 	 
	1        Interpretation	 	1
	2        Sale
    and Purchase	 	5
	3        Purchase
    Price	 	5
	4        Cash
    Statement	 	7
	5        Debtors
    & WIP	 	8
	6        Completion	 	9
	7        Warranties	 	10
	8        Limitations
    on Claims	 	11
	9        Tax
    Covenant	 	14
	10      Indemnity	 	14
	11      Restrictions
    on the Sellers	 	15
	12      Seller’s
    Protections	 	16
	13      Confidentiality
    and Announcements	 	17
	14      Further
    Assurance	 	17
	15      Assignment	 	18
	16      Entire
    Agreement	 	18
	17      Variation
    and Waiver	 	18
	18      Costs	 	18
	19      Interest	 	18
	20      Notices	 	19
	21      Severance	 	19
	22      Governing
    Law and Jurisdiction	 	19





 


Schedules


 





	Schedule
    1	Particulars
    of Sellers	20

	Schedule
    2	Particulars
    of the Company	21
	Schedule
    3	Completion	22
	Schedule
    4	Warranties	23
	Schedule
    5	Tax
    Covenant	38








 






    	 



    	 



    

 




This Agreement is made on August 1, 2018.


 


Parties


 





	(1)	Those
    persons whose name and addresses are set out in Schedule 1 (the Sellers); and
	 	 
	(2)	Argentum
    47 Financial Management Limited incorporated and registered in England and Wales with company number 11107976 whose registered
    office is at 71-75 Shelton Street Covent Garden, London, United Kingdom, WC2H 9JQ (the Buyer).


 


Background


 





	(A)	The
    Sellers have agreed to sell and the Buyer has agreed to buy the Sale Shares subject to the terms and conditions of this Agreement.


 


Operative
Provisions


 


	1	Interpretation
	 	 
	1.1	The
    definitions and rules of interpretation in this clause apply in this Agreement.


 


Accounts
means the unaudited financial statements of the Company as at and to the Accounts Date, including the balance sheet (together
with the notes thereon).


 





Accounts
Date means 31 December 2017.


 





Book
Debts means the net amount of all trade and other debts and amounts owing to the Company at the Completion Date in respect
of the Business (whether or not invoiced).


 


Business
means the business carried on by the Company, namely the business of independent financial advisers.


 


Business
Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.


 


Buyer’s
Solicitors means Schofield Sweeney LLP of Springfield House, 76 Wellington Street, Leeds LS1 2AY, United Kingdom.


 


Cash
at Bank means the aggregate amount of all cash standing to the credit of any account with a bank or other financial institution,
in each case to which the Company is beneficially entitled as at the Completion Date, less the aggregate amount of the financial
debts and/or liabilities (including, for the avoidance of doubt and without limitation, any tax liability relating to the period
prior to the Completion Date, or any payment falling due after the Completion Date which relates to the period prior to the Completion
Date) of the Company as at the Completion Date, as shown in the Cash Statement (as defined in clause 4.1).


 


Claim
means a claim for breach of any of the Warranties.


 


Clients
means the clients of the Company as at the Completion Date.


 




    	 	1	 



    	 



    

 


Company
means Cheshire Trafford U.K. Limited incorporated and registered in England and Wales with company number 1241763 whose registered
office address is at Capital House, Lelley, Preston, Hull, HU12 8SN, further details of both of which are set out in Schedule
2.


 


Completion
means completion of the sale and purchase of the Sale Shares in accordance with this Agreement.


 


Completion
Date has the meaning given in clause 6.2.


 


Completion
Payment means £132,361.83.


 


Contracts
means all contracts, retainers, engagements or otherwise entered into on or before the Completion Date by or on behalf of
the Company with the Clients for the provision of independent financial advice services by the Company to the Clients in connection
with Business in the ordinary course of its business.


 


Director
means each person who is a director or shadow director of the Company as set out in Schedule 2.


 


Disclosed
means fairly disclosed (with sufficient details to enable the Buyer to reasonably identify the nature and scope of the matter
disclosed) in or under the Disclosure Letter.


 


Disclosure
Bundle means the bundle of documents, in agreed form, annexed to the Disclosure Letter.


 


Disclosure
Letter means the letter from the Warrantor to the Buyer, in agreed form, with the same date as this Agreement and described
as the Disclosure Letter, including the Disclosure Bundle.


 


Encumbrance
means any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage,
charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.


 


Financial
Institution means any bank, insurance company or other financial institution which sells financial and/or insurance or insurance
related products.


 


First
Instalment means £128,468.84.


 


First
Instalment Date means the date following 18 months after the Completion Date.


 


Former
Clients means any person who was at any time prior to the Completion Date a client of the Company in connection with the Business
and who (as at the Completion Date) is not a client of the Company or is a person to whom the Company is no longer providing any
independent financial advice.


 




    	 	2	 



    	 



    

 


Group
means in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and
any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.


 


Indemnity
Claim means a claim under any of the indemnities contained in clause 10.


 


Interest
Rate means the rate which is 4% per annum above the base lending rate of National Westminster Bank plc from time to time.


 


Old
Income Claw-back means the claw-back from the Company of commission received
by the Sellers or the Company which relates to the business written in period prior to Completion.


 


Purchase
Price means the Purchase Price for the Sale Shares as set out in clause 3.1.


 


Recurring
Income means all gross commission and fee income received by the Company or the Buyer (or any person, company or entity to
whom the Business is transferred (whether by one transaction or a series of transactions) pursuant to any reorganisation carried
out by the Buyer or the Company) (Assignee) in respect of the Business.


 


Recurring
Income Period means the period of 12 months commencing on the Completion Date.


 


Recurring
Income Target means £144,185.00.


 


Sale
Shares means the 31,561 ordinary shares in the Company all of which have been issued and are fully paid and represent the
entire issued share capital of the Company.


 


Second
Instalment means £128,468.83.


 


Second
Instalment Date means the date following 36 months after the Completion Date.


 


Sellers’
Account means the account designated by the Sellers to accept each instalment of the purchase Price.


 


Sellers’
Solicitors means Schofield Sweeney LLP of Church Bank House, Church Bank, Bradford BD1 4DY (SM/22682.1).


 


Target
Cash Amount means £0.


 


Tax
or Taxation has the meaning given in paragraph 1 of Schedule 5.


 


Tax
Covenant means the tax covenant set out in Schedule 5.


 


Tax
Warranties means the Warranties given pursuant to clause 7 and set out in Part 2 of Schedule 5.


 


Taxation
Authority has the meaning given in paragraph 1 of Schedule 5.


 




    	 	3	 



    	 



    

 


Transaction
means the transaction contemplated by this Agreement or any part of that transaction.


 


UK
GAAP means general accepted accounting principles applied in the United Kingdom.


 


Warranties
means the warranties given pursuant to clause 7 and set out in Schedule 4.


 


Warrantor
means Rodney Leonard, one of the Sellers.


 


	1.2	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.
	 	 
	1.3	The
    Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.
	 	 
	1.4	A
    reference to a party shall include that party’s personal representatives, successors and permitted assigns.
	 	 
	1.5	A
    reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated
    or established.
	 	 
	1.6	A
    reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be)
    as defined in section 1159 of the Companies Act 2006 and for the purposes only of the membership requirement contained in
    sections 1159(1)(b) and (c), a company shall be treated as a member of another company even if its shares in that other company
    are registered in the name of:


 


	 	1.6.1	another
    person (or its nominee), by way of security or in connection with the taking of security; or
	 	 	 
	 	1.6.2	its
    nominee.


 


	1.7	A
    reference to writing or written includes fax but not e-mail (unless otherwise expressly provided in this Agreement).
	 	 
	1.8	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. Where the context permits, other and otherwise are illustrative and shall not limit the sense of
    the words preceding them.
	 	 
	1.9	References
    to a document in agreed form is to that document in the form agreed by the parties and initialed by them or
    on their behalf for identification.
	 	 
	1.10	Unless
    otherwise provided, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is
    in force as at the date of this Agreement. A reference to a statute or statutory provision shall include all subordinate legislation
    made as at the date of this Agreement under that statute or statutory provision.


 




    	 	4	 



    	 



    

 


	2	Sale
    and Purchase
	 	 
	2.1	Each
    Seller shall sell and the Buyer shall buy, with effect from Completion, the Sale Shares with full title guarantee, free from
    all Encumbrances and together with all rights attached or accruing to them.
	 	 
	2.2	Each
    Seller severally waives any right of pre-emption or other restriction on transfer in respect of the Sale Shares (or any of
    them) conferred on him or her under the articles of association of the Company or otherwise.
	 	 
	3	Purchase
    Price
	 	 
	3.1	Subject
    to adjustments in accordance with clause 3.3, the Purchase Price for the Sale Shares shall be £389,299.50 (equivalent
    to approximately 516.795 US Dollars) payable in accordance with clause 3.2.
	 	 
	3.2	Subject
    to clause 3.3, the Buyer shall:


 


	 	3.2.1	pay
    the Completion Payment in cash at Completion by way of same day telegraphic transfer to the Sellers’ Account;
	 	 	 
	 	3.2.2	on
    the First Instalment Date, pay in cash the First Instalment by way of same day telegraphic transfer to the Sellers’
    Account; and
	 	 	 
	 	3.2.3	on
    the Second Instalment Date, pay in cash the Second Instalment by same day telegraphic transfer to the Sellers’ Account.


 


	3.3	The
    payments to be made pursuant to clause 3.2 above shall be adjusted if the Recurring Income during the Recurring Income Period
    is less than the Recurring Income Target as follows: for every £1.00 that the Recurring Income in the Recurring Income
    Period is less than the Recurring Income Target, £2.70 shall be deducted from the Purchase Price and the Second Instalment
    payable by the Buyer to the Sellers pursuant to clause 3.2.3 above shall be reduced accordingly. If the balance owing to the
    Buyer is greater than the amount of the Second Instalment, the amount of the excess over and above the Second Instalment shall
    be deducted from the First Instalment; if the excess exceeds the amount of the First Instalment, the amount by which it exceeds
    the First Instalment shall be paid by the Sellers to the Buyer within 10 Business Days of the Recurring Income having been
    agreed by the parties or determined in accordance with the terms of this Agreement.


 


By
way of example, if the Recurring Income in the Recurring Income Period is, £140,000 (£11,299.50 (being the amount
of the shortfall) x 2.70) shall be deducted from the Purchase Price and the Second Instalment such that the Second Instalment
payable by the Buyer to the Sellers shall be an amount in the sum of £117,169.34. 


 


By
way of a further example, if the Recurring Income in the Recurring Income Period is £90,000, £146,299.50 (£54,185.00
(being the amount of the shortfall) x 2.70) shall be deducted from the Purchase Price and the Second Instalment such that the
Second Instalment payable by the Buyer to the Sellers shall be zero and the First Instalment shall be reduced by £17,830.36
(such that the First Instalment shall be an amount in the sum of £110,638.18.


 




    	 	5	 



    	 



    

 


	3.4	For
    the avoidance of doubt, the maximum amount payable by the Buyer to the Seller in respect of the Purchase Price shall not exceed
    £389,299.50.
	 	 
	3.5	If
    the Recurring Income is reduced as a result of the Buyer or any person on its behalf re-broking, rewriting or replacing any
    policy, plan or product (save for where such policy, plan or product has come to the end of its natural term), then the fees
    received from the relevant Client in the First Recurring Income Period shall be deducted from the value of the Recurring Income
    and the fees that could reasonably have been expected to have been received by such Client in the First Recurring Income Period
    shall be added to the value of the Recurring Income for the purposes of calculating the First Instalment.
	 	 
	3.6	All
    Old Income Claw-back shall be the responsibility of the Sellers and the Sellers shall repay any Old Income Claw-back
    within ten Business Days of receipt of an invoice agreed between the parties which itemises the relevant details of the sum
    payable.
	 	 
	3.7	If
    the parties are unable to agree the value of the Old Income Claw-back, the Recurring Income in the Recurring Income
    Period, either party may refer such matter to an independent accountant (Independent Expert) for determination. If
    the parties fail to agree who to appoint as Independent Expert within 5 Business Days, either party may apply to the President
    for the time being of the Institute of Chartered Accountants in England and Wales to appoint the Independent Expert.
	 	 
	3.8	The
    value of the Old Income Claw-back or Recurring Income (as appropriate) determined by the Independent Expert shall (in
    the absence of fraud or manifest error) be binding on the parties.
	 	 
	3.9	The
    reasonable fees of the Independent Expert shall be borne equally by the parties or in such proportions as the Independent
    Expert may determine.
	 	 
	3.10	The
    parties shall co-operate with the Independent Expert and they shall provide such assistance and access to such documents,
    personnel, books and records as the Independent Expert may reasonably require for the purpose of making his determination.
    The parties shall be entitled to make submissions to the Independent Expert and each party shall, with reasonable promptness,
    supply the other party with such information and access to its documentation, books and records as the other party may reasonably
    require in order to make a submission to the Independent Expert.
	 	 
	3.11	The
    Independent Expert may, in his reasonable discretion, determine such procedures to assist with the conduct of his determination
    as he considers just or appropriate.
	 	 
	3.12	The
    Independent Expert shall be required to make his determination in writing (including the reasons for his determination) and
    to give notice of his determination (including a copy) to each party as soon as reasonably practicable and in any event within
    20 Business Days of his appointment.


 




    	 	6	 



    	 



    

 


	3.13	Each
    party shall act reasonably and co-operate to give effect to the provisions of clause 3.8 to clause 3.13 and shall not otherwise
    do anything to hinder or prevent the Independent Expert from reaching his determination.
	 	 
	3.14	To
    the extent any monies are owing and payable to the Buyer by the Sellers pursuant to clause 3.2 above, the Buyer shall be entitled
    to set-off and deduct such amount(s) from the Second Instalment and to the extent that the Buyer has no further liability
    to pay the Second Instalment to the Sellers pursuant to the terms of this Agreement, the First Instalment.
	 	 
	3.15	The
    Purchase Price shall be deemed to be reduced by the amount of any:


 


	 	3.15.1	repayment
    of Old Income Claw-back made pursuant to clause 3.7;
	 	 	 
	 	3.15.2	any
    adjustment to the Purchase Price pursuant to clause 3.3; or
	 	 	 
	 	3.15.3	payment
    made to the Buyer for a breach of any Warranty or other provision of this Agreement.


 


	4	Cash
    Statement
	 	 
	4.1	As
    soon as reasonably practicable, and in any event no later than 10 Business Days after the Completion Date, the Buyer shall
    prepare and deliver to the Sellers a draft statement (the Cash Statement) showing the amount of the Cash at Bank (the
    Cash Balance). The Cash Statement shall be accompanied by all necessary supporting documentation and the Buyer shall
    promptly provide the Sellers with access to such further documentation and information as the Sellers may reasonably require
    for the purpose of reviewing and agreeing the Cash Statement.
	 	 
	4.2	FOR
    THE AVOIDANCE OF DOUBT in accordance with clause 10.4 the parties hereby agree that any sums owing by the Company to either
    Seller shall, following Completion, be waived by the Sellers and the Company shall have no obligation whatsoever to repay
    such sums.
	 	 
	4.3	The
    Buyer and the Sellers shall endeavour to agree the Cash Statement within 10 Business Days of receipt of the same by the Sellers.
    If the Cash Statement is not agreed within 10 Business Days of receipt of the same by the Sellers, either party may refer
    the matter to an independent accountant (the Independent Accountant) for determination. If the parties fail to agree
    who to appoint as the Independent Accountant within 5 Business Days, either party may apply to the President for the time
    being of the Institute of Chartered Accountants in England and Wales to appoint the Independent Accountant. The Independent
    Accountant shall act as an expert not as an arbitrator. The Cash Statement (as adjusted in accordance with the Independent
    Accountant’s determination) shall (in the absence of fraud or manifest error) be binding on the parties. The reasonable
    fees of the Independent Accountant shall be borne equally by the Buyer and the Sellers.


 




    	 	7	 



    	 



    

 


	4.4	If
    the Cash Balance as shown in the Cash Statement agreed, or determined pursuant to clause 4.4:


 


	 	4.4.1	exceeds
    the Target Cash Amount (Cash Amount Excess), the Consideration shall be increased by an amount equal to the Cash Amount
    Excess and the Buyer shall pay the Cash Amount Excess to the Sellers in accordance with clause 4.5, below; or
	 	 	 
	 	4.4.2	if
    the Cash Balance is less than the Target Cash Amount (Cash Amount Shortfall), the Consideration shall be reduced by
    an amount equal to the Cash Amount Shortfall and the Sellers shall pay the Cash Amount Shortfall to the Buyer in accordance
    with clause 4.6, below; or
	 	 	 
	 	4.4.3	if
    the Cash Balance is equal to the Target Cash Amount, no further payment shall be due from the Sellers to the Buyer or the
    Buyer to the Sellers pursuant to this clause 4.


 


	4.5	Any
    payments to be made by the Buyer to the Sellers pursuant to clause 4.4 shall be paid within 10 Business Days of the date on
    which the Cash Statement is determined in accordance with this clause 4 (Adjustment Payment Date) by way of electronic
    transfer to the Sellers’ Account.
	 	 
	4.6	Any
    payments to be made by the Sellers to the Buyer pursuant to clause 4.4 shall be paid on the Adjustment Payment Date by way
    of electronic transfer, to the Buyer, to such account which the Buyer shall have notified to the Sellers at least five Business
    Days before the Adjustment Payment Date.
	 	 
	5	Debtors
    & WIP
	 	 
	5.1	The
    Buyer and the Sellers acknowledge that payment in respect of the Book Debts shall be made to the Sellers and the Buyer shall
    use its reasonable endeavours to collect any Book Debts during the Collection Period (as defined below).
	 	 
	5.2	During
    the Collection Period:


 


	 	5.2.1	any
    payment by a debtor who owes money to the Company shall be allocated to the oldest unpaid book debt incurred by the relevant
    debtor (irrespective of how the debtor expressly allocates its payment); and
	 	 	 
	 	5.2.2	the
    Buyer shall hold all amounts received by it in respect of the Book Debts on trust for the Seller.


 


	5.3	Within
    10 Business Days of the end of each month commencing after Completion, the Buyer shall provide the Sellers with a statement
    of the Book Debts received in that month (or, in the case of the first such month, the period between Completion and the end
    of such month) and shall remit to the Sellers the amounts received during that period.
	 	 
	5.4	After
    the expiry of 6 months’ (Collection Period) from Completion the obligations of the Buyer under this clause 5
    to receive Book Debts and remit the Book Debts to the Sellers shall cease absolutely.


 




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	5.5	Any
    work undertaken by the Sellers for a Client prior to Completion where the Company has not prior to Completion invoiced for
    such work and/or is yet to receive (in full) its fee or commission (excluding any fees or commissions which would amount to
    Recurring Income) (Work in Progress) shall be dealt with as follows:


 


	 	5.5.1	the
    Buyer shall use its reasonable endeavours to procure that the Company invoices the Work in Progress in the ordinary course
    (Invoiced WIP);
	 	 	 
	 	5.5.2	the
    net proceeds of the Invoiced WIP shall be apportioned between the Buyer and the Sellers on a pro rata basis taking into account
    the Work in Progress supplied by the Company prior to the Completion Date and the work carried out by the Company after the
    Completion Date relative to the Client(s) the subject of such Invoiced WIP; and
	 	 	 
	 	5.5.3	any
    sums due to the Sellers shall be paid in cash by the Buyer to the Seller within 10 Business Days of the end of the month in
    which funds are received by the Buyer.


 


	5.6	The
    Buyer shall not be obliged to raise any invoices for any Work in Progress after the expiry of the Collection Period.
	 	 
	5.7	After
    the expiry of 9 months from the Completion Date, the Buyer shall no longer be obliged to account to the Sellers for any Invoiced
    WIP and the obligations under this clause 5 to receive Invoiced WIP and remit any amount to the Sellers in respect of the
    same shall cease absolutely.
	 	 
	6	Completion
	 	 
	6.1	Completion
    shall take place on the Completion Date at the offices of the Buyer’s Solicitors (or at any other place as may be agreed
    in writing by the parties).
	 	 
	6.2	At
    Completion:


 


	 	6.2.1	the
    Sellers shall comply with their obligations in Schedule 3.
	 	 	 
	 	6.2.2	subject
    to the Sellers complying with clause 6.2, the Buyer shall deliver to the Sellers:


 


	 	6.2.2.1	a
    signed acknowledgement of the Disclosure Letter; and
	 	 	 
	 	6.2.2.2	a
    certified copy of the resolution adopted by the board of directors of the Buyer approving the execution and delivery of this
    Agreement and any other documents to be delivered by the Buyer at Completion; and
	 	 	 
	 	6.2.2.3	pay
    the Completion Payment in accordance with clause 3.2.1 above.


 




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	6.3	This
    Agreement (other than obligations that have already been fully performed) remains in full force after Completion.
	 	 
	6.4	As
    soon as possible after Completion, the Sellers shall send to the Buyer (at the Buyer’s registered office for the time
    being) all records, correspondence, documents, files, memoranda and other papers relating to the Company are not required
    to be delivered at Completion.
	 	 
	6.5	Each
    of the Sellers undertake that, immediately following Completion until such time as the transfers of the Sale Shares have been
    registered in the register of members of the Company, each of the Sellers will hold those Sale Shares registered in his name
    on trust for and as nominee for the Buyer or its nominees and undertakes to hold all dividends and distributions and exercise
    all voting rights available in respect of the Sale Shares in accordance with the directions of the Buyer or its nominees and
    if any Seller is in breach of the undertakings contained in this clause 6 such Seller irrevocably authorises the Buyer to
    appoint some person or persons to execute all instruments or proxies (including consents to short notice) or other documents
    which the Buyer or its nominees may require and which may be necessary to enable the Buyer or its nominees to attend and vote
    at general meetings of either Company and to do anything or things necessary to give effect to the rights contained in this
    clause 6.5. For such purpose, each Seller hereby authorises and instructs the Company to send all notices in respect of the
    Shares to the Buyer during such period.
	 	 
	7	Warranties
	 	 
	7.1	The
    Warrantor warrants to the Buyer that except as Disclosed, each Warranty is true and accurate on the date of this Agreement.
	 	 
	7.2	Warranties
    qualified by the expression so far as the Warrantor is aware (or any similar expression) are deemed to be given to
    the best of the knowledge, information and belief of the Warrantor after they have made all reasonable enquiries.
	 	 
	7.3	Each
    of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty
    or any other provision in this Agreement.
	 	 
	7.4	The
    Warrantor agrees that the supply of any information by or on behalf of the Company or any of its employees, directors, agents
    or officers (Officers) to the Warrantor or his advisers in connection with the Warranties, the Disclosure Letter or
    otherwise shall not constitute a warranty, representation or guarantee as to the accuracy of such information in favour of
    the Sellers. The Warrantor unconditionally and irrevocably waives all and any rights and claims that he may have against either
    of the Company or the Officers on whom the Warrantor has, or may have, relied in connection with the preparation of the Disclosure
    Letter, or agreeing the terms of this Agreement, and further undertakes to the Buyer, the Company and the Officers not to
    make any such claims.
	 	 
	7.5	The
    rights and remedies of the Buyer in respect of any Claim or claim under the Tax Covenant shall not be affected by Completion.


 




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	8	Limitations
    on Claims
	 	 
	8.1	The
    aggregate liability of the Warrantor for all claims under this Agreement (other than a claim arising as a result of a breach
    of clause 11) shall not exceed the Purchase Price actually received by the Sellers.
	 	 
	8.2	The
    Warrantor shall not be under any liability in respect of any Claim(s) unless:


 


	 	8.2.1	the
    amount of any Claim (or the aggregate amount of more than one Claim where such Claims arise from the same or related subject
    matter) exceeds £2,000 (excluding any costs or interest associated with such Claim); and
	 	 	 
	 	8.2.2	the
    aggregate cumulative liability of the Sellers in respect of any and all Claim(s) which when taken together exceeds £15,000
    in which case the whole amount of such Claim(s) and not just the excess above £15,000 shall be recoverable by the Buyer.


 


For
the purposes of this clause 8.2 a Claim is connected with another Claim if the Claim arises from the same event or set of circumstances,
or relate to the same subject matter.


 


	8.3	The
    Warrantor shall not be liable for a Claim, Indemnity Claim or a claim under the Tax Covenant unless notice in writing of the
    Claim, Indemnity Claim or a claim under the Tax Covenant, summarising the nature of the Claim, Indemnity Claim or a claim
    under the Tax Covenant (in so far as it is known to the Buyer) and, as far as is reasonably practicable, the amount claimed,
    has been given by or on behalf of the Buyer to the Sellers:


 


	 	8.3.1	in
    the case of a claim made under the Tax Warranties, on or before the seventh anniversary of Completion;
	 	 	 
	 	8.3.2	in
    the case of a claim made under the Tax Covenant, on or before the seventh anniversary of Completion;
	 	 	 
	 	8.3.3	in
    the case of an Indemnity Claim, on or before the fourth anniversary of Completion PROVIDED THAT the indemnity contained within
    clause 10.1.2 shall not be subject to this limitation; or
	 	 	 
	 	8.3.4	in
    any other case, on or before the date which is 30 months after Completion.


 


	8.4	Any
    Claim, an Indemnity Claim or claim under the Tax Covenant (as applicable) in respect of which notice shall have been given
    in accordance with clause 8.3 above shall be deemed to have been irrevocably withdrawn and lapsed (not having been previously
    satisfied, settled or withdrawn) if proceedings in respect of such Claim, an Indemnity Claim or claim under the Tax Covenant
    have not been issued and served on the Sellers before the expiry of 6 (six) months after the date upon which such notice shall
    have been so given.


 




    	 	11	 



    	 



    

 


	8.5	The
    Sellers shall not be liable for a Claim to the extent that the Claim:


 


	 	8.5.1	relates
    to matters Disclosed;
	 	 	 
	 	8.5.2	is
    covered by a policy of insurance effected by the Company, the Buyer or an Assignee and the Company, Buyer or an Assignee is
    entitled to make a claim under such insurance policy, in which case the Buyer shall only be permitted to bring a Claim against
    the Warrantor to the extent that the Company, the Buyer, an Assignee and/or the Warrantor receive notification from the insurers
    that the Claim is not covered by the relevant insurance policy;
	 	 	 
	 	8.5.3	arises
    or is increased as a result of any introduction, enactment, change, amendment or withdrawal of any law, enactment, regulation,
    rules of any regulator or administrative practice or guidance occurring after the Completion Date (where that introduction,
    enactment, change, amendment or withdrawal purports to have retrospective effect in whole or in part);
	 	 	 
	 	8.5.4	arises
    or is increased as a result of an act or omission of the Buyer or an Assignee;
	 	 	 
	 	8.5.5	arises
    as a result of any change in the accounting or Taxation policies or practice of the Company, the Buyer or an Assignee or in
    the method of submitting tax returns after Completion, save to the extent that it arises as a result of the Company, the Buyer
    or an Assignee:


 


	 	8.5.5.1	implementing
    those changes that the Company is legally required to comply with or implement; or
	 	 	 
	 	8.5.5.2	implementing
    generally accepted accounting policies and principles within the United Kingdom; or
	 	 	 
	 	8.5.5.3	arises
    from any winding up or cessation of the Company’s business after Completion.


 


	8.6	The
    Warrantor shall indemnify and keep indemnified the Buyer, the Company and an Assignee in respect of all costs, charges and
    expenses (excluding management time) incurred by the Buyer, the Company or an Assignee in relation to making a claim under
    or seeking to make a claim under any insurance policy pursuant to clause 8.5.2 and any increases in insurance policy premiums
    incurred by the Buyer, the Company or an Assignee as a result of making a claim or seeking to make a claim pursuant to the
    clause 8.5.2.
	 	 
	8.7	In
    the event that the Buyer, the Company or an Assignee is at any time entitled to recover or otherwise claim reimbursement from
    a third party in respect of any matter or circumstance giving rise to a Claim the following provisions shall apply:


 


	 	8.7.1	the
    Buyer, the Company or an Assignee (as appropriate) shall take all necessary steps to enforce such recovery or seek such reimbursement
    from the relevant third party and shall do so before making a Claim against the Warrantor;



 



    	 	12	 



    	 



    

 


	 	8.7.2	the
    liability of the Warrantor in respect of the related Claim shall be reduced by the amount (if any) actually recovered from
    the relevant third party (less all reasonable costs, charges and expenses incurred by the Buyer in recovering that sum), or
    extinguished if the amount recovered exceeds the amount of the relevant Claim; and
	 	 	 
	 	8.7.3	if
    the Warrantor makes a payment to the Buyer, the Company or an Assignee in respect of a Claim and the Buyer subsequently recovers
    from a third party a sum which is referable to that Claim, the Buyer shall promptly repay to the Warrantor the lower of:


 


	 	8.7.3.1	the
    amount recovered from such third party (less all reasonable costs, charges and expenses incurred by the Buyer, the Company
    or an Assignee); and
	 	 	 
	 	8.7.3.2	the
    amount paid to the Buyer by the Warrantor in respect of the relevant Claim.


 


	 	8.7.4	If
    any amount is repaid to the Warrantor in accordance with clause 8.7.3, the amount so repaid shall be deemed to have never
    been paid by the Warrantor to the Buyer. For the purposes of calculating the Sellers total liability pursuant to clause 8.1.


 


	8.8	The
    provisions of this clause 8.8 shall apply in the event that any claim is made or threatened by any third party against the
    Buyer, the Company or an Assignee, which may reasonably be considered likely to give rise to a Claim or any other claim under
    this Agreement (Third Party Claim). In the event of a Third Party Claim, the Buyer shall:


 


	 	8.8.1	as
    soon as reasonably practicable, and in any event within 10 Business Days of the date upon which the Buyer becomes aware of
    the Third Party Claim give written notice of the Third Party Claim to the Warrantor, specifying in reasonable detail the nature
    of the Third Party Claim;
	 	 	 
	 	8.8.2	keep
    the Warrantor fully informed of the progress of, and all material developments in relation to, the Third Party Claim and provide
    the Warrantor with copies of all information and correspondence relating to such claim; and
	 	 	 
	 	8.8.3	consult
    with and take into account any requests, assistance or information made by or offered to the Buyer by the Warrantor in relation
    to such Third Party Claim. For the avoidance of doubt, the Warrantor shall be entitled to assist the Buyer in relation to
    any Third Party Claim, but shall not seize conduct of any such matter without the prior consent of the Buyer.


 




    	 	13	 



    	 



    

 


	8.9	Nothing
    in this clause 8 or Schedule 5 applies to exclude or limit the liability of the Warrantor:


 


	 	8.9.1	to
    the extent that a Claim or a claim under the Tax Covenant arises or is delayed as a result of dishonesty, fraud, willful
    misconduct or willful concealment by the Sellers; or
	 	 	 
	 	8.9.2	in
    respect of a breach of any of the Warranties in paragraph 1 and 2 of Part 1 of Schedule 4.


 


	8.10	The
    Sellers shall not plead the Limitation Act 1980 in respect of any claims made under the Tax Warranties or Tax Covenant up
    to seven years after the Completion Date.
	 	 
	9	Tax
    Covenant
	 	 
	 	The
    provisions of Schedule 5 apply in this Agreement in respect of Taxation.
	 	 
	10	Indemnity
	 	 
	10.1	The
    Warrantor undertakes to indemnify, and to keep indemnified, the Buyer and the Company against, and shall pay to the Buyer
    a sum of equal to, all losses, liabilities, damages, expenses or costs (including any direct, indirect or consequential losses,
    loss of profit, loss of reputation, claims, demands, proceedings, costs, expenses, penalties, legal or other professional
    fees other than Taxation) which may be suffered or incurred by the Buyer or the Company arising out of or in connection with
    any of the following matters:


 


	 	10.1.1	any
    Old Income Claw-back;
	 	 	 
	 	10.1.2	the
    information set out in Schedule 1 being incorrect or misleading;
	 	 	 
	 	10.1.3	any
    mis-selling of policies or products or the sale of any unregulated policies or products; and
	 	 	 
	 	10.1.4	any
    bona fide compliant by any Client or Former Client and which is notified and/or intimated to the Company on or before Completion
    and after Completion in respect of the services provided by or on behalf of the Company prior to Completion,


 


PROVIDED
ALWAYS that to the extent that any liability arising from an Indemnity Claim is covered by a policy of insurance (including professional
indemnity insurance) effected by the Company or the Buyer or either the Company or the Buyer is entitled to make a claim under
such insurance policy, the Buyer shall (or shall procure that the Company shall) pursue a claim under such policy to the fullest
extent possible in priority to making a claim against the Sellers under this clause 10.


 


	10.2	The
    Sellers will indemnify and keep indemnified the Buyer in respect of all costs, charges and expenses reasonably and properly
    incurred by the Buyer (excluding amounts in respect of management time) in relation to making a claim under or seeking to
    make a claim under any insurance policy pursuant to clause 10.1 and any increases in insurance policy premiums incurred by
    the Buyer (or the Company) as a result of making a claim or seeking to make a claim.


 




    	 	14	 



    	 



    

 


	10.3	Any
    payment made by the Warrantor in respect of an Indemnity Claim shall include:


 


	 	10.3.1	an
    amount in respect of all costs and expenses incurred by the Buyer or the Company in bringing the relevant Indemnity Claim
    (excluding any amounts in respect of management time); and
	 	 	 
	 	10.3.2	any
    amount necessary to ensure that, after any Taxation of the payment, the Buyer or the Company (as the case may be) is left
    with the same amount it would have had if the payment was not subject to Taxation.


 


	10.4	The
    Sellers hereby confirm to the Buyer that:


 


	 	10.4.1	neither
    he or she nor any party connected with him or her or any company of which he or she (and/or any connected party) has or had
    control of (as defined in section 1122 and 1124 Corporation Tax Act 2010) has any claim against the Company or its members
    in respect of monies owed to either Seller or services due to either Seller or on any other account whatsoever;
	 	 	 
	 	10.4.2	there
    are no substituting agreements or arrangements under which the Company or its members have any actual, contingent or prospective
    obligation or liabilities to either Seller, or any party connected to them; and
	 	 	 
	 	10.4.3	any
    such claim, liability or obligation which either Seller or any party connected (as defined above) to either Seller may have
    is hereby waived and released absolutely.


 


	11	Restrictions
    on the Sellers
	 	 
	11.1	The
    Warrantor undertakes to the Buyer that he or she shall not do any of the following in any capacity, whether on his own behalf,
    or on behalf of, or jointly with, any other person:


 


	 	11.1.1	at
    any time during the period of 2 years from Completion (the Restricted Period) carry on, be concerned or assist in any
    way, a business which is or would be in competition with the Business as it was carried on at Completion; or
	 	 	 
	 	11.1.2	at
    any time during the Restricted Period, canvass, solicit or otherwise seek or accept the custom of any person who has been
    a client or customer of the Company at any time during the period of twelve months prior to Completion; or
	 	 	 
	 	11.1.3	at
    any time during the Restricted Period employ or engage, or offer to employ or engage, or solicit or otherwise entice or attempt
    to entice away from the Company, any person who is employed or engaged by the Company; or
	 	 	 
	 	11.1.4	at
    any time after Completion, use in the course of any business any trade or service mark, business or domain name, design or
    logo which, at Completion, was or had been used by the Company, or anything which is, in the reasonable opinion of the Buyer,
    capable of confusion with such words, mark, name, design or logo.


 




    	 	15	 



    	 



    

 


	11.2	The
    covenants in clause 11.1 are intended for the benefit of, and shall be enforceable by, each of the Buyer and the Company and
    apply to actions carried out by the Warrantor in any capacity (including as shareholder, partner, director, principal, consultant,
    officer, employee, agent or otherwise) and whether directly or indirectly, on the Warrantor’s own behalf or on behalf
    of, or jointly with, any other person.
	 	 
	11.3	Nothing
    in clause 11.1 shall prevent the Warrantor from:


 


	 	11.3.1	holding
    for investment purposes only:


 


	 	11.3.1.1	units
    of any authorised unit trust; or
	 	 	 
	 	11.3.1.2	not
    more than 3% of any class of shares or securities of any company traded on a recognised investment exchange (within the meaning
    of FSMA); or


 


	 	11.3.2	from
    providing handover or consultancy services to the Buyer and/or the Company following Completion.


 


	11.4	Each
    undertaking in clause 11.1 is a separate undertaking of the Warrantor and shall be enforceable separately and independently
    by the Buyer. Each such undertaking is considered fair and reasonable by the parties in order to assure the Buyer the full
    benefit of the Business and goodwill of the Company.
	 	 
	12	Seller’s
    Protections
	 	 
	12.1	Provided
    that the Purchase Price shall not exceed £389,299.50, any increase in the Recurring Income which is affordable to any
    Recurring Income which is attributable to any increase in fees or commissions payable by any Client during the Recurring Income
    Period shall be for the benefit of the Sellers when calculating the Recurring Income in the Recurring Income Period.
	 	 
	12.2	Until
    such time as the First Instalment has been paid by the Buyer to the Sellers, pursuant to clause 3.2.2 above, the Buyer:


 


	 	12.2.1	shall
    promptly provide the Sellers with such documentation and information as the Sellers may reasonably require for the purposes
    of verifying the Recurring Income, any sums due to the Sellers pursuant to clause 3 above and/or any Old Income Claw-back;
    and
	 	 	 
	 	12.2.2	shall
    provide the Sellers on a quarterly basis with a commission statement setting out the Recurring Income received by each individual
    Client in the preceding quarter.


 




    	 	16	 



    	 



    

 


	12.3	In
    the event that the Buyer effects a reorganisation of the Company (a Reorganisation) which results in the business as
    carried on by the Company being operated through another company (or companies) within the Buyer’s Group (or otherwise
    transfers any material part of the business or undertaking of the Company out of the Company and into another company (or
    companies) within the Buyer’s Group) (the affected business of the Company being the Transferred Business) prior
    to the agreement or determination of the Recurring Income in accordance with the terms of this Agreement then the Buyer shall
    procure that such documents and information shall be made available to the Sellers on written request for the Company and/or
    the Transferred Business, if applicable, in such a manner that they are directly comparable with the documents and information
    that would have been available to the Sellers (including pursuant to clause 12.1) if the Company or the Transferred Business
    had not been transferred and in such a manner that the Recurring Income is readily and fairly identifiable and separate from
    the recurring income of that part of the Buyer’s Group with which it has been merged or transferred to, which will be
    made available to the Sellers upon their request, in order for the Sellers to review the Recurring Income.
	 	 
	13	Confidentiality
    and Announcements
	 	 
	13.1	Except
    to the extent required by law or any legal or regulatory authority of competent jurisdiction:


 


	 	13.1.1	the
    Sellers shall not at any time disclose to any person (other than their professional advisers) the terms of this Agreement
    or any trade secret or other confidential information relating to the Company or the Buyer, or make any use of such information
    other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this Agreement;
    and
	 	 	 
	 	13.1.2	subject
    to clause 13.2, neither party shall make, or permit any person to make, any public announcement, communication or circular
    concerning this Agreement without the prior written consent of the other party.


 


	13.2	The
    Buyer may, at any time after Completion, announce its acquisition of the Sale Shares to any employees, clients, customers
    or suppliers of the Company.
	 	 
	14	Further
    Assurance
	 	 
	14.1	The
    Warrantor shall (at the Buyer’s expense) promptly execute and deliver such documents, perform such acts and do such
    things as the Buyer may reasonably require from time to time for the purpose of giving full effect to this Agreement.
	 	 
	14.2	The
    Warrantor shall promptly refer to the Buyer all enquiries relating to the Company and/or the Business and assign to the Buyer
    all instructions relating to the Business which either of them receive at any time after the Completion Date, including without
    limitation:


 


	 	14.2.1	any
    inquiry from any Client, Former Client or Financial Institution; and
	 	 	 
	 	14.2.2	all
    enquiries relating to any services provided in connection with the Business, which either Seller may receive after Completion.


 




    	 	17	 



    	 



    

 


	14.3	The
    Warrantor shall provide the Buyer with such assistance as the Buyer may reasonably require to ensure the smooth handover of
    the Business for a period of 6 months following Completion.
	 	 
	15	Assignment
	 	 
	 	Neither
    party shall assign, transfer, mortgage, charge, declare a trust of, or deal in any other manner with any of its rights and
    obligations under this Agreement without the prior written consent of the other party.
	 	 
	16	Entire
    Agreement
	 	 
	 	This
    Agreement (together with the documents referred to in it) constitutes the entire agreement between the parties and supersedes
    and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties,
    representations and understandings between them, whether written or oral, relating to its subject matter.
	 	 
	17	Variation
    and Waiver
	 	 
	17.1	No
    variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
	 	 
	17.2	No
    failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver
    of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or
    remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any
    other right or remedy. A waiver of any right or remedy under this Agreement or by law is only effective if it is in writing.
	 	 
	17.3	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.


 


	18	Costs


 


Except
as expressly provided in this Agreement, each party shall pay its own costs and expenses incurred in connection with the negotiation,
preparation and execution of this Agreement (and any documents referred to in it).


 


	19	Interest


 


If
a party fails to make any payment due to any other party under this Agreement by the due date for payment, then the defaulting
party shall pay interest on the overdue amount at the Interest Rate. Such interest shall accrue on a daily basis from the due
date until actual payment of the overdue amount whether before or after judgment and be compounded monthly. The defaulting party
shall pay the interest together with the overdue amount.


 




    	 	18	 



    	 



    

 


	20	Notices
	 	 
	20.1	A
    notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or sent
    by pre-paid first-class post, recorded delivery or special delivery in the case of the Buyer to its registered office or in
    the case of the Sellers to the address given in Schedule 1 (or to such other address as that party may notify to the other
    party in accordance with this Agreement).
	 	 
	20.2	Delivery
    of a notice is deemed to have taken place (provided that all other requirements in this clause 20 have been satisfied) if
    delivered by hand, at the time the notice is left at the address, or if sent by post on the second Business Day after posting,
    unless such deemed receipt would occur outside business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is
    not a public holiday in the place of deemed receipt), in which case deemed receipt will occur when business next starts in
    the place of receipt (and all references to time are to local time in the place of receipt).
	 	 
	20.3	This
    clause 20 does not apply to the service of any proceedings or other documents in any legal action.
	 	 
	21	Severance


 


If
any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified
to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision
or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause
shall not affect the validity and enforceability of the rest of this Agreement.


 


	22	Governing
    Law and Jurisdiction
	 	 
	22.1	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) shall be governed by and construed in accordance with the law of England and Wales.
	 	 
	22.2	Each
    party irrevocably agrees that the courts of England and Wales 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).


 


This
agreement has been executed and delivered as a deed on the date stated at the beginning of it.


 




    	 	19	 



    	 



    

 


Schedule
1 Particulars of Sellers








 


	Seller’s
    name and address	 	Number
    and Class of CTUK Sale Shares	 	Amount
    of Purchase Price Attributable to CTUK Sale Shares (%)
	Mr
                                         Rodney Leonard 

        The
        Barn, Moaney Woods Farm,

        Church
        Road,

        Lonan,

        Isle
        of Man,

        IM4
        7JX.
	 	30,728
    ordinary shares of £1.00 each	 	97%
	 	 	 	 	 
	The
                                         Trustees of The Leonard R. Personal Pension Scheme being

        Equilibrium
        Pensions Limited

        Douglas
        Chambers,

        North
        Quay,

        Douglas,

        Isle
        of Man,

        IM1
        4LA; and

        Mr
        Rodney Leonard

        The
        Barn, Moaney Woods Farm,

        Church
        Road,

        Lonan,

        Isle
        of Man,

        IM4
        7JX.

        
	 	833
    ordinary shares of £1.00 each	 	3%





 






    	 	20	 



    	 



    

 


Schedule
2 Particulars of the Company


 


Part
1


 


	Name:	 	Cheshire
    Trafford UK Limited
	Registration
    number:	 	1241763
	 	 	 
	Registered
    office:	 	Capital
    House, Lelley, Preston, Hull, HU12 8SN, UK
	 	 	 
	Issued
    share capital:	 	Amount:
                                         £31,561

        

        Divided
        into: 31,561 ordinary shares of £1 each

	 	 	 
	Registered
    shareholders:	 	See
    Schedule 1
	 	 	 
	Directors
    and shadow directors:	 	Rodney
    William Leonard

        Nicholas
        Yu Ming Leung

	 	 	 
	Secretary:	 	Nicholas
    Yu Ming Leung
	 	 	 
	Accountant/Auditor:	 	360
    Accountants
	 	 	 
	Registered
    charges:	 	None



 



    	 	21	 



    	 



    

 


Schedule
3 Completion


 


Part
1 What the Sellers shall deliver to the Buyer at Completion


 


	1.	At
    Completion, the Sellers shall deliver to the Buyer:
	 	 
	1.1	transfers
    of the Sale Shares, in agreed form, executed by the Sellers in favour of the Buyer;
	 	 
	1.2	the
    share certificates for the Sale Shares or an indemnity, in agreed form, for any lost certificates;
	 	 
	1.3	in
    relation to the Company, the statutory registers and minute books (duly written up to the time of Completion), the common
    seal (if any), certificate of incorporation and any certificates of incorporation on change of name;
	 	 
	1.4	the
    written resignation, in agreed form and executed as a deed, of all the Directors and (if applicable) secretary of the Company
    from their respective offices and employment with the Company;
	 	 
	1.5	bank
    statements for each bank account of the Company, showing the balances of those accounts at the close of business on the Business
    Day before Completion;
	 	 
	1.6	in
    relation to any charge, guarantee or other security given by the Company, a discharge or release in agreed form, duly executed
    by the relevant lender or charge-holder and (where applicable) a duly completed and executed Form MR04 (Statement of
    satisfaction in full or in part of a charge);
	 	 
	1.7	the
    Disclosure Letter, duly executed by the Sellers; and
	 	 
	1.8	any
    papers or other documents relating to the Company that are in the possession of the Warrantor.


 


Part
2 Matters for the board meetings at Completion


 


	1.	The
    Sellers shall cause a board meeting of the Company to be held at Completion at which the matters set out in the agreed form
    completion board minutes shall take place.


 




    	 	22	 



    	 



    

 


Schedule
4 Warranties


 


Part
1 General Warranties


 


	1.	Power
    to Sell the Sale Shares
	 	 
	1.1	Each
    Seller has taken all necessary actions and have all requisite power and authority to enter into and perform this Agreement
    and the other documents referred to in it (to which they are a party) in accordance with their respective terms.
	 	 
	1.2	This
    Agreement and the other documents referred to in it constitute (or shall constitute when executed) valid, legal and binding
    obligations on each Seller in accordance with their respective terms.
	 	 
	1.3	The
    execution and delivery by each Seller of this Agreement and the documents referred to in it, and compliance with their respective
    terms shall not breach or constitute a default:


 


	 	1.3.1	under
    any agreement or instrument to which any Seller is a party or by which any Seller is bound; or
	 	 	 
	 	1.3.2	of
    any order, judgment, decree or other restriction applicable to any Seller.


 


	2.	Shares
    in the Company
	 	 
	2.1	The
    Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid, or credited as
    fully paid.
	 	 
	2.2	Each
    Seller is the sole legal and beneficial owner of the Sale Shares set out opposite their name in Schedule 1 and is entitled
    to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent
    of any other person.
	 	 
	2.3	No
    person has any right to require at any time the transfer, creation, issue or allotment of any share, loan capital or other
    securities of the Company (or any rights or interest in them), and no person has agreed to confer or has claimed any such
    right.
	 	 
	2.4	No
    Encumbrance has been granted to any person or otherwise exists affecting the Sale Shares or any unissued shares, debentures
    or other unissued securities of the Company, and no commitment to create any such Encumbrance has been given, nor has any
    person claimed any such rights.
	 	 
	2.5	The
    Company:


 


	 	2.5.1	does
    not own, and has not agreed to acquire, any shares, loan capital or any other securities or interest in any company;
	 	 	 
	 	2.5.2	has
    not, at any time, had any subsidiaries or subsidiary undertakings (within the meaning of section 1162 of the Companies Act
    2006);


 




    	 	23	 



    	 



    

 


	 	2.5.3	is
    not, and has not agreed to become, a member of any partnership or other unincorporated association, joint venture or consortium
    (other than recognised trade associations); and
	 	 	 
	 	2.5.4	has
    no branch or permanent establishment outside England and Wales.


 


	2.6	The
    Company has not purchased, redeemed, reduced, repaid or forfeited any of its share capital.
	 	 
	2.7	No
    shares in the capital of the Company have been issued, and no transfer of any such shares has been registered, except in accordance
    with all applicable laws and the memorandum and articles of association of the Company and all such transfers have been duly
    stamped (where applicable).
	 	 
	3.	Constitutional
    and Corporate Documents
	 	 
	3.1	A
    copy of the memorandum and articles of association of the Company has been Disclosed, and such copy documents are true, accurate
    and complete.
	 	 
	3.2	All
    returns, particulars, resolutions and other documents that the Company is required by law to file with, or deliver to, any
    authority have been correctly made up and duly filed or delivered.
	 	 
	3.3	All
    deeds and documents belonging to the Company (or to which it is a party) are in the possession of the Company.
	 	 
	3.4	All
    accounting, financial and other records of the Company (including its statutory books and registers):


 


	 	3.4.1	have
    been properly prepared and maintained;
	 	 	 
	 	3.4.2	constitute
    an accurate record of all matters required by law to appear in them, and comply with any applicable requirements of the Companies
    Act 2006;
	 	 	 
	 	3.4.3	do
    not contain any material inaccuracies or discrepancies.


 


	4.	Information
	 	 
	4.1	The
    particulars set out in Schedule 2 are true, accurate and complete.
	 	 
	4.2	All
    information contained in the Disclosure Letter is true and accurate.
	 	 
	5.	Compliance
    and Consents
	 	 
	5.1	The
    Company has at all times conducted its business in accordance with, and has acted in compliance with, all applicable laws
    and regulations.
	 	 
	5.2	The
    Company holds all licenses, consents, permits and authorities necessary to carry on the Business in the places and
    in the manner in which it is carried on at Completion (Consents).


 




    	 	24	 



    	 



    

 


	5.3	Each
    of the Consents is valid and subsisting, the Company is not in breach of the terms or conditions of the Consents (or any of
    them) and so far as the Warrantor is aware, there is no reason why any of the Consents may be revoked or suspended (in whole
    or in part) or may not be renewed on the same terms.
	 	 
	6.	Insurance
	 	 
	6.1	The
    Company maintains, and has at all material times maintained, adequate insurance cover against all losses, liabilities and
    risks that are normally insured against by a person carrying on the same type of business as the Business.
	 	 
	6.2	The
    policies of insurance maintained by or on behalf of the Company (Policies) are in full force and effect, all premiums
    due on them have been paid and all other conditions of the Policies have been performed and observed. The Company has not
    done, or omitted to do, anything that may result in an increase in the premium payable for any of the Policies, or affect
    the renewal of any of the Policies.
	 	 
	6.3	There
    are no outstanding claims under, or in respect of the validity of, any of the Policies and there are no circumstances likely
    to give rise to a claim under any of the Policies.
	 	 
	7.	Powers
    of Attorney
	 	 
	7.1	There
    are no powers of attorney granted by the Company which are currently in force.
	 	 
	7.2	No
    person is entitled or authorised in any capacity to bind or commit the Company to any obligation outside the ordinary course
    of the Business.
	 	 
	8.	Disputes
    and Investigations
	 	 
	8.1	Neither
    the Company, nor any of its Directors nor, so far as the Warrantor is aware, any person for whose acts the Company may be
    vicariously liable, is engaged or involved in any of the following matters (such matters being referred to in this paragraph
    8 as (Proceedings):


 


	 	8.1.1	any
    litigation, administrative, arbitration or other proceedings, claims, actions or hearings (except for debt collection in the
    normal course of business); or
	 	 	 
	 	8.1.2	any
    dispute with or, investigation, inquiry or enforcement proceedings by, any governmental, regulatory or similar body.


 


	8.2	No
    Proceedings have been threatened or, so far as the Warrantor is aware, are pending by or against the Company, any Director
    or any person for whose acts the Company may be vicariously liable, so far as the Warrantor is aware, and there are no circumstances
    likely to give rise to any such Proceedings.
	 	 
	8.3	The
    Company is not is affected by any existing or pending judgment, order, decision or ruling of any court, tribunal or governmental,
    regulatory or similar body, nor has it given any undertaking in connection with any Proceedings.


 




    	 	25	 



    	 



    

 


	8.4	Neither
    Seller has a claim of any nature against the Company, nor have they assigned to any person the benefit of any such claim.
	 	 
	9.	Contracts
    and Trading
	 	 
	9.1	The
    Disclosure Letter contains full particulars of all subsisting contracts, agreements, arrangements, understandings or commitments
    to which the Company is a party.
	 	 
	9.2	The
    Company is not a party to any contract, agreement, arrangement, understanding or commitment which is of an unusual or exceptional
    nature, outside the ordinary course of the Business, or not on arm’s-length terms.
	 	 
	9.3	No
    party is in default of any agreement to which the Company is a party, no such default has been threatened, and there are no
    facts or circumstances likely to give rise to any such default. No notice of termination of any such agreement has been received
    or served by the Company, and there are no grounds for the termination, rescission, repudiation or a material change in the
    terms of any such agreement.


 


	9.4	There
    is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement
    between the Company and either Seller.
	 	 
	9.5	The
    Warrantor is not aware of any Clients who are unlikely to renew at the next policy anniversary or on the conclusion of any
    existing long term agreement.
	 	 
	9.6	There
    have been no claims or complaints made in relation to any of the Contracts by Clients to the Company or the Sellers or the
    FCA or any other regulatory body or otherwise during the 5-year period leading up to the Completion Date nor are there any
    circumstances known to the Sellers likely to lead to any claim or complaint being made.
	 	 
	9.7	All
    administration (including without affecting the general wording renewal invitations where appropriate) required to be undertaken
    by the Company in respect of all policies (in respect of the Clients) is up to date and complete in all material respects.
	 	 
	9.8	The
    Company has at all times provided proper and impartial advice to Clients in accordance with the terms of all acts, order or
    regulations applicable to the Business at any time and the Company has not mis-sold (on the basis that it is or will become
    incorrect, unsuitable, faulty or defective) any policy or pension or other financial services product which could give rise
    to any claim for pensions or financial services mis-selling nor result in the breach of any act, order regulation or the like
    giving rise to any fine penalty default proceedings or other liability.
	 	 
	9.9	There
    is no dispute with or investigations by or other issues with the FCA or any other official department within the United Kingdom
    or elsewhere in relation to the Company whether resulting in monitoring or otherwise and no complaints have been made by Clients
    to the FCA nor, so far as the Warrantor is aware, are there any facts or circumstances which may give rise to any such dispute,
    investigation, issue or complaint.


 




    	 	26	 



    	 



    

 


	9.10	The
    Company has complied with all applicable regulations, standards and requirements in respect of professional indemnity insurance
    cover.
	 	 
	9.11	As
    at 31 May 2018, the Company had funds under management amounting to £29,210,223.00 (equivalent to approximately 38,754,000
    US Dollars).
	 	 
	10.	FCA
    and Legal Compliance
	 	 
	10.1	In
    this Paragraph 10:


 


	 	10.1.1	the
    following definitions shall apply:


 


Approved
Persons means a person in relation to whom the FCA has given its approval under section 59 of the FSMA for the performance
of Controlled Functions.


 


Controlled
Function means a function relating to the carrying on of a regulated activity which is specified within section 59 of the
FSMA in the table of controlled functions set out in the FCA Handbook.


 


DISP
means the section of the FCA Handbook entitled Dispute Resolution: Complaints (DISP).


 


FCA
means the Financial Conduct Authority.


 


FCA
Handbook means the handbook issued by FCA from time to time.


 


FSA
means the Financial Service Authority.


 


FSMA
means the Financial Services and Markets Act 2000.


 


Regulators
means the Financial Service Authority and/or the FCA and/or the Prudential Regulation Authority or any other regulatory body
or bodies (whether Government or otherwise) which from time to time has or have regulatory authority over the Business.


 


Regulatory
Requirement means any regulation or code of practice applicable to the Company, in particular (without limitation) the rules
and guidance of any regulatory body (including the Regulators).


 


Standard
Terms and Conditions means the standard terms and conditions used by the Company when undertaking the Business.


 


	 	10.1.2	any
    reference to the FCA shall be deemed to include the FSA where applicable.


 


	10.2	The
    information annexed to the Disclosure Letter includes material details of all permissions, permits, consents or approvals
    granted to the Company in respect of the Business under Part IV of FSMA including, without limitation, any requirements or
    condition attached thereto (FCA Permissions).


 




    	 	27	 



    	 



    

 


	10.3	So
    far as the Warrantor is aware, there is no reason why the FCA Permissions may be suspended, varied, limited, detrimentally
    modified, revoked or not renewed, or otherwise materially affected, in whole or in part and no circumstances which indicate
    that the Company is or may be in default of, or carrying on business otherwise than in accordance with, any FCA Permission.
    All FCA Permissions are in full force and effect.
	 	 
	10.4	The
    Company has not committed any material breach of any regulation or code of practice applicable to it, in particular (without
    limitation) any Regulatory Requirement, the rules and guidance of any regulatory body (including the Regulators) and the FCA
    Handbook and the Company has not received notice of any disciplinary enquiries or proceedings by any regulatory body (including
    the Regulators) against either the Company or the Sellers or its Approved Persons, any current or former directors of the
    Company, any former employees or any other current or former employees of the Company including in relation to, without limitation,
    the promotion, distribution or sale of products underwritten, issued or sold by them.
	 	 
	10.5	All
    returns, reports, applications and notices required to be filed with or otherwise provided to the FCA relating to the Business
    have been duly filed on a timely basis or provided and complied with FSMA and any regulations made thereunder or the rules
    and regulations of the FCA, so far as applicable thereto.
	 	 
	10.6	Each
    of the controllers, managers and representatives of the Company have been approved by the appropriate Regulator, including
    without limitation the FCA, and no past or present controller, manager or representative of the Company has been adjudged
    by the appropriate Regulator during their period of employment or service with the Company, including without limitation the
    FCA, not to be a fit and proper person.
	 	 
	10.7	The
    Company has not nor any of its Approved Persons, directors, officers or employees is or has been the subject of any censure,
    disciplinary hearing, fine, levy or other sanction by any Regulatory Body nor, so far as the Warrantor is aware, are any of
    the foregoing likely, pending or threatened.
	 	 
	10.8	Details
    of all Approved Persons with respect to the Company are set out in the Disclosure Letter.
	 	 
	10.9	Details
    of:


 


	 	10.9.1	any
    and all outstanding complaints (including, without limitation, as defined in DISP (which shall include complaints from any
    eligible complainants and non-eligible complainants as defined in DISP)), received by the Company in relation to its Business
    (including without limitation, with respect to the conduct of any Approved Person) in the last three years (whether resolved
    or outstanding); and
	 	 	 
	 	10.9.2	any
    such complaints so received prior to such period which remain outstanding;


 


are
included in the Disclosure Letter.


 




    	 	28	 



    	 



    

 













	10.10	No
                                         reports have been produced by or on behalf of any regulatory body (including any of the
                                         Regulators) in relation to the Company.



 


	10.11	The
                                         Company is not nor has it been the subject of any investigation, visit, enquiry or action,
                                         excluding non-specific communications or correspondence, in respect of the affairs of
                                         the Business or any of its officers or employees by the FCA or any of the Regulators
                                         or other authority including, but not limited to (i) any enquiry, action, visit or investigation
                                         connected with the infringement or alleged infringement by the Company in relation to
                                         the provision of advice regarding regulated business or regulated business products and
                                         services or (ii) any non-compliance with the rules and requirements of any other Regulator;
                                         and no such investigation, visit dispute, enquiry or action is pending or threatened
                                         and as far as the Sellers are aware, there are no circumstances which would give rise
                                         thereto.



 


	10.12	There
                                         are no material outstanding issues with any of the Regulators relating to the Business,
                                         including, without limitation any issues concerning standards of regulation or compliance
                                         and any issues, failures or breaches notifiable to the FCA in accordance with FSMA or
                                         the FCA Handbook have been so notified.



 


	10.13	So
                                         far as the Warrantor is aware, the Company has in its possession and/or control records
                                         which are sufficient to demonstrate to each Regulator compliance with the relevant Regulator’s
                                         requirements.



 


	10.14	The
                                         Company has not, nor any of its Approved Persons, directors, officers or employees, is
                                         or have, been the subject of any regulatory inspection/audit including, without limitation,
                                         pension reviews, FCAVC reviews and endowment mis-selling reviews.



 


	10.15	True,
                                         complete and accurate copies of the Standard Terms and Conditions are contained within
                                         the Disclosure Bundle and comprise the only standard terms on which products are issued
                                         on behalf of the Company that are now in force or under which a claim may still be made
                                         as at the date of this agreement (Current Products) and no Current Products have
                                         been issued on terms that were materially different from those Standard Terms and Conditions.



 


	11.	Effect
                                         of Sale of the Sale Shares



 


	11.1	The
                                         acquisition of the Sale Shares by the Buyer will not:



 


		11.1.1	so
                                         far as the Warrantor is aware, cause the Company to lose the benefit of any right, asset
                                         or privilege it presently enjoys; or



 


		11.1.2	relieve
                                         any person of any obligation to the Company, or enable any person to determine any such
                                         obligation, or any right or benefit enjoyed by the Company, or to exercise any other
                                         right in respect of the Company; or



 


		11.1.3	so
                                         far as the Warrantor is aware, result in any customer, client or supplier reducing its
                                         business, or changing the terms on which it deals, with the Company; or



 


		11.1.4	result
                                         in the loss of, or any default under, any Consent (as defined in paragraph 5.2 of Part
                                         1 of this Schedule 4).



 




    	 	29	 



    	 



    

 


	12.	Finance
                                         and Guarantees



 


	12.1	The
                                         Disclosure Letter contains full particulars of all money borrowed by the Company and
                                         all financial facilities currently outstanding or available to the Company, including
                                         copies of all related documentation.



 


	12.2	No
                                         Encumbrance over any of the assets of the Company is now enforceable, and there are no
                                         circumstances likely to give rise to any such enforcement.



 


	12.3	The
                                         Company has not factored or discounted any of its debts, or engaged in financing of a
                                         type that would not need to be shown or reflected in the Accounts.



 


	12.4	No
                                         Encumbrance, guarantee, indemnity or other similar arrangement has been entered into,
                                         given or agreed to be given by the Company:



 


		12.4.1	or
                                         any third party, in each case in respect of any indebtedness or other obligations of
                                         the Company; or



 


		12.4.2	in
                                         respect of any indebtedness or other obligations of any third party.



 


	12.5	The
                                         Company has no outstanding loan capital, nor has it lent any money that has not been
                                         repaid, and there are no debts owing to the Company other than debts that have arisen
                                         in the normal course of the Business.



 


	12.6	The
                                         debts owing to the Company as reflected in the Accounts (and all debts subsequently recorded
                                         in its books since the Accounts Date) have been realised and none of those debts has
                                         been outstanding for more than three months.



 


	13.	Insolvency



 


	13.1	The
                                         Company:



 


		13.1.1	is
                                         not insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986
                                         or any other applicable insolvency legislation; or



 


		13.1.2	has
                                         not stopped paying its debts as they fall due.



 


	13.2	No
                                         step has been taken in any applicable jurisdiction to initiate any process by or under
                                         which:



 


		13.2.1	the
                                         ability of the creditors of the Company to take any action to enforce their debts is
                                         suspended, restricted or prevented; or



 


		13.2.2	some
                                         or all of the creditors of the Company accept, by agreement or in pursuance of a court
                                         order, an amount less than the sums owing to them in satisfaction of those sums with
                                         a view to preventing the dissolution of the Company; or



 




    	 	30	 



    	 



    

 


		13.2.3	a
                                         person is appointed to manage the affairs, business and assets of the Company; or



 


		13.2.4	the
                                         holder of a charge over any of the assets of the Company is appointed to control the
                                         business and/or any assets of the Company.



 


	13.3	In
                                         relation to the Company:



 


		13.3.1	no
                                         administrator has been appointed;



 


		13.3.2	no
                                         documents have been filed with the court for the appointment of an administrator; and



 


		13.3.3	no
                                         notice of an intention to appoint an administrator has been given by the relevant company,
                                         its Directors or by a qualifying floating charge holder (as defined in paragraph 14 of
                                         Schedule B1 to the Insolvency Act 1986).



 


	13.4	No
                                         process has been initiated which could lead to the Company being dissolved and its assets
                                         being distributed among the relevant company’s creditors, shareholders or other
                                         contributors.



 


	13.5	No
                                         distress, execution or other process has been levied or enforced on, and no creditor
                                         or encumbrancer has taken control of, any goods or assets of the Company.



 


	13.6	None
                                         of the Sellers has:



 


		13.6.1	had
                                         a bankruptcy petition presented against him or been declared bankrupt; or



 


		13.6.2	been
                                         served with a statutory demand, or is unable to pay any debts within the meaning of the
                                         Insolvency Act 1986; or



 


		13.6.3	entered
                                         into, or has proposed to enter into, any composition or arrangement with, or for, his
                                         creditors (including an individual voluntary arrangement); or



 


		13.6.4	been
                                         subject of any other event analogous to the foregoing in any jurisdiction.



 


	14.	Liabilities



 


	14.1	The
                                         Company does not have any liabilities (including contingent liabilities) other than as
                                         disclosed in the Accounts or incurred in the ordinary and proper course of the Business
                                         since the Accounts Date.



 


	14.2	No
                                         sum is owing by the Company to its auditors, solicitors or other professional advisers,
                                         and no accrual ought properly be made by it in respect of any such sum.



 


	15.	Accounts



 


	15.1	The
                                         Accounts have been prepared in accordance with accounting standards, policies, principles
                                         and practices generally accepted in the UK and in accordance with the applicable law
                                         and give a true and fair view of the state of affairs of the Company as at the Accounts
                                         Date, and of the profit and loss of the Company for the financial year ended on the Accounts
                                         Date.



 




    	 	31	 



    	 



    

 


	15.2	The
                                         Accounts:



 


		15.2.1	make
                                         proper and adequate provision for all bad and doubtful debts, depreciation on fixed assets
                                         and liabilities (including contingent liabilities);



 


		15.2.2	do
                                         not overstate the value of current or fixed assets;



 


		15.2.3	do
                                         not understate any liabilities (whether actual or contingent);



 


		15.2.4	are
                                         not affected by any unusual or non-recurring items or any other factor that would make
                                         the financial position and results shown by the Accounts unusual or misleading in any
                                         material respect; and



 


		15.2.5	have
                                         been prepared on a basis consistent with the statutory accounts of the Company for the
                                         two prior accounting periods without any change in accounting policies used.



 


	16.	Changes
                                         Since Accounts Date



 


	16.1	Since
                                         the Accounts Date:



 


		16.1.1	the
                                         Company has conducted the Business in the normal course and as a going concern;



 


		16.1.2	there
                                         has been no material adverse change in the turnover, financial position or prospects
                                         of the Company;



 


		16.1.3	no
                                         dividend or other distribution of profits or assets has been, or agreed to be declared,
                                         made or paid by the Company;



 


		16.1.4	the
                                         Company has not borrowed or raised any money or taken or given any form of financial
                                         security, nor has it incurred or committed to any capital expenditure, or acquired or
                                         disposed of any individual item, in either case in excess of £10,000; and



 


		16.1.5	the
                                         Company has paid its creditors within the applicable periods agreed with the relevant
                                         creditor and there are no amounts owing by the Company which have been outstanding for
                                         more than 60 days.



 




    	 	32	 



    	 



    

 





	17.	Assets




 





	17.1	The assets included in the Accounts, together with any assets acquired by the Company since the Accounts Date (except for those disposed of since the Accounts Date in the normal course of business) and all other assets used by the Company in connection with the Business are:




 


		17.1.1	legally
                                         and beneficially owned by the Company, free from Encumbrance or any other third party
                                         right, and the Company has good and marketable title to such assets; and



 


		17.1.2	in
                                         the possession and control of the Company.



 


	17.2	The
                                         vehicles, office and other equipment used by the Company in connection with the Business
                                         are in good working order, have been regularly and properly maintained and are capable
                                         of doing the work for which they were designed.



 


	17.3	The
                                         assets owned by the Company comprise all the assets necessary for the continuation of
                                         the Business as it is carried on at Completion, and such assets are not shared with any
                                         other person.



 


	18.	Intellectual
                                         Property



 


	18.1	The
                                         definitions in this paragraph apply in this agreement:



 


Intellectual
Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trade-marks and service marks,
trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in
designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets)
and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or
rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which
subsist or will subsist now or in the future in any part of the world.


 


	18.2	With
                                         the exception of rights in confidential information, no Intellectual Property Rights
                                         are owned, used or held for use by the Company in connection with any business carried
                                         on at Completion by the Company. In relation to rights in confidential information:



 


		18.2.1	the
                                         Company has not disclosed or permitted to be disclosed any such information (other than
                                         to the extent necessary in the ordinary course of business or for the purpose of disclosure
                                         to their professional advisers) to any person except the Buyer; and



 


		18.2.2	the
                                         Company does not own rights in any confidential information which may be capable of patent
                                         protection or which, if disclosed other than subject to conditions of confidentiality,
                                         might have a material adverse effect on any business carried on at Completion by the
                                         Company.



 


	19.	Employment
                                         



 


	19.1	The
                                         definitions in this paragraph apply in this Agreement.



 


Employee
means any person employed by the Company under a contract of employment.


 


Worker
means any person who personally performs work for the Company but who is not in business on their own account or in a client/customer
relationship.


 







    	 	33	 



    	 



    

 


	19.2	The
                                         Disclosure Letter includes anonymised particulars of each Employee and Worker.



 


	19.3	The
                                         Disclosure Letter includes anonymised details of all persons who are not Workers and
                                         who are providing services to the Company under an agreement which is not a contract
                                         of employment with the Company (including consultants and secondees).



 


	19.4	The
                                         Disclosure Letter includes anonymised details of all Employees and Workers who are on
                                         secondment, maternity, paternity, adoption or other leave or absent due to ill-health
                                         or for any other reason.



 


	19.5	No
                                         offer of employment or engagement has been made by the Company which is outstanding for
                                         acceptance, or which has been accepted but not yet commenced.



 


	19.6	No
                                         notice to terminate the contract of employment of any Employee or Worker is pending,
                                         outstanding or threatened.



 


	19.7	The
                                         Company is not a party to, bound by or proposing to introduce in respect of any of its
                                         current or former directors, Employees or Workers, any redundancy payment scheme (in
                                         addition to statutory redundancy pay), or any incentive arrangement or scheme (including,
                                         without limitation, any share option or share award plan, commission, profit sharing
                                         or bonus scheme).



 


	19.8	The
                                         Company has not incurred any actual or contingent liability in connection with the termination
                                         of employment of any Employee, or for failing to comply with any order for the reinstatement
                                         or re-engagement of any Employee.



 


	19.9	The
                                         Company has not made or provided, or agreed to make or provide, any payment or benefit
                                         to any of its present or former directors, Employees or Workers (or their dependents)
                                         in connection with the actual or proposed termination or suspension of employment or
                                         variation of an employment contract.



 


	19.10	There
                                         are no sums owing to or from any current or former Employee or Worker other than reimbursement
                                         of expenses, wages for the current salary period and holiday pay for the current holiday
                                         year.



 


	19.11	The
                                         Company has not offered, promised or agreed to any future variation in the contract of
                                         any Employee or Worker.



 


	19.12	The
                                         Disclosure Letter includes copies of all contracts, handbooks, policies and other documents
                                         which apply to the Employees and Workers, identifying which applies to which individual.



 


	19.13	The
                                         Company has not entered into any agreement or arrangement with any trade union, employee
                                         representative or body of employees or their representatives (whether binding or not).



 







    	 	34	 



    	 



    

 


	20.	Retirement
                                         Benefits



 


	20.1	Save
                                         for the auto-enrolment obligations detailed in paragraph 20.2, the Company does not have
                                         (nor may it have) any obligation (whether or not legally binding) to provide or contribute
                                         towards pension, lump sum, death, ill-health, disability or accident benefits (Relevant
                                         Benefits) in respect of its current or former officers or employees (Pensionable
                                         Employees) and no proposal or announcement has been made to any employee or officer
                                         of the Company about the introduction, continuance, increase or improvement of, or the
                                         payment of a contribution towards, any Relevant Benefits.



 


	20.2	The
                                         Company has complied with its automatic enrolment obligations as required by the Pensions
                                         Act 2008 and associated legislation. Full details of this compliance are set out in the
                                         Disclosure Letter, including (but not limited to) any documents relating to the Company’s
                                         staging date, copies of any correspondence between the Company and the Pensions Regulator
                                         regarding auto-enrolment, copies of any records kept in accordance with regulations 5
                                         to 8 of the Employers’ Duties (Registration and Compliance) Regulations 2010 in
                                         respect of the Employees and details of any Employees who have opted out and copies of
                                         any opt-out letters in respect of those Employees.



 


	20.3	No
                                         notices, fines, or other sanctions have been issued by the Pensions Regulator and no
                                         instances of non-compliance with the automatic enrolment obligations have been notified
                                         to the Pension Regulator in respect of the Company.



 


	20.4	No
                                         claims or complaints have been made or are pending or threatened in respect of the provision
                                         of (or failure to provide) any Relevant Benefits by the Company in relation to any of
                                         the Pensionable Employees and there is no fact or circumstance likely to give rise to
                                         such claims or complaints.



 


	21.	Property



 


	21.1	In
                                         this paragraph 21, Previously-owned Land and Buildings means any land and buildings
                                         that has or have, at any time before the date of this Agreement, been owned (under whatever
                                         tenure) and/or occupied and/or used by the Company, but which are either:



 


		21.1.1	no
                                         longer owned, occupied or used by the Company; or



 


		21.1.2	owned,
                                         occupied or used by the Company but pursuant to a different lease, license, transfer
                                         or conveyance.



 


	21.2	The
                                         Property is the only land and buildings owned, used or occupied by the Company, and the
                                         Company has no right of ownership, right to use, option, right of first refusal or contractual
                                         obligation to purchase, or any other legal or equitable right affecting any land and
                                         buildings, other than the Property.



 


	21.3	The
                                         Company has no liability (whether actual or contingent) in respect of Previously-owned
                                         Land and Buildings, nor has it given any guarantee or indemnity for any liability relating
                                         to any of the Property, any Previously-owned Land and Buildings or any other land and
                                         buildings.



 




    	 	35	 



    	 



    

 


Part
2 Tax Warranties


 


	1.	General



 


	1.1	All
                                         notices, returns (including any land transaction returns), reports, accounts, computations,
                                         statements, assessments, claims, disclaimers, elections and registrations and any other
                                         necessary information which have, or should have, been submitted by the Company to any
                                         Taxation Authority for the purposes of Taxation have been made on a proper basis, were
                                         submitted within applicable time limits and were accurate and complete in all material
                                         respects. None of the above is, or, so far as the Warrantor is aware, is likely to be,
                                         the subject of any material dispute with any Taxation Authority.



 


	1.2	All
                                         Taxation (whether of the UK or elsewhere), for which the Company has been liable or is
                                         liable to account, has been duly paid (insofar as such Taxation ought to have been paid)
                                         by the due dates and no penalties, fines, surcharges or interest have been incurred.



 


	1.3	The
                                         Company maintains complete and accurate records, invoices and other information in relation
                                         to Taxation, that meet all legal requirements and enable the tax liabilities of the Company
                                         to be calculated accurately in all material respects.



 


	1.4	All
                                         Taxation (including where applicable national insurance contributions) deductible under
                                         the PAYE system, the Construction Industry Scheme and/or any other Taxation Statute has,
                                         so far as is required to be deducted, been deducted from all payments made (or treated
                                         as made) by the Company. All amounts due to be paid to the relevant Taxation Authority
                                         on or before the date of this Agreement have been so paid.



 


	1.5	No
                                         payments or loans have been made to, any assets made available or transferred to, or
                                         any assets earmarked, however informally, for the benefit of, any employee or former
                                         employee (or any associate of such employee or former employee) of the Company by an
                                         employee benefit trust or another third party, falling within the provisions of Part
                                         7A to ITEPA 2003 (introduced by Finance Act 2011 with effect from 6 April 2011) and details
                                         of any trust or arrangement capable of conferring such a benefit.



 


	1.6	The
                                         Company has not entered into any concessions, agreements and arrangements with a Taxation
                                         Authority.



 


	2.	Close
                                         Companies



 


Any
loans or advances made, or agreed to be made, by the Company within sections 455, 459 and 460 of CTA 2010 have been Disclosed.
The Company has not released or written off, or agreed to release or write off, the whole or any part of any such loans or advances.


 







    	 	36	 



    	 



    

 


	

                                                                                3.
	Company
                                         Residence and Overseas Interests



 


The
Company has, throughout the past seven years, been resident in the UK for corporation tax purposes and has not, at any time in
the past seven years, been treated as resident in any other jurisdiction for the purposes of any double taxation arrangements,
or for any other tax purposes.


 


	4.	Anti-avoidance



 


The
Company has never been involved in any transaction or series of transactions the main purpose, or one of the main purposes of
which was the avoidance of tax or any transaction that produced a tax loss with no corresponding commercial loss.


 


	5.	Inheritance
                                         Tax



 


No
asset owned by the Company, nor the Sale Shares, is subject to any Inland Revenue charge as mentioned in sections 237 and 238
of the Inheritance Tax Act 1984 or is liable to be subject to any sale, mortgage or charge by virtue of section 212(1) of Inheritance
Tax Act 1984.


 


	6.	Value
                                         Added Tax



 


	6.1	The
                                         Company is a taxable person and registered for the purposes of VAT with quarterly prescribed
                                         accounting periods.



 


	6.2	The
                                         Company is not nor has been in the period of six years ending with the date of Completion,
                                         a member of a group of companies for the purposes of section 43 of the Value Added Taxes
                                         Act 1994.



 


	6.3	All
                                         supplies made by the Company are taxable supplies. The Company has not been, or will
                                         be, denied full credit for all input tax paid or suffered by it.



 


	6.4	The
                                         Company does not own any assets which are capital items subject to the capital goods
                                         scheme under Part XV of the VAT Regulations 1995, nor has exercised any option to tax
                                         under Part 1 of Schedule 10 to the Value Added Taxes Act 1994.



 


	7.	Stamp
                                         Duty, Stamp Duty Land Tax and Stamp Duty Reserve Tax



 


	7.1	Any
                                         document that may be necessary or desirable in proving the title of the Company to any
                                         asset which is owned by the Company at Completion, is duly stamped for stamp duty purposes.
                                         No such documents which are outside the UK would attract stamp duty if they were brought
                                         into the UK.



 


	7.2	Neither
                                         entering into this Agreement nor Completion will result in the withdrawal of any stamp
                                         duty or stamp duty land tax relief granted on or before Completion which will affect
                                         the Company.



 




    	 	37	 



    	 



    

 


Schedule
5 Tax Covenant


 


	1.	Interpretation




 


	1.1	The
                                         definitions and rules of interpretation in this paragraph apply in this Tax Covenant.



 


Accounts
Relief


 


		(a)	any
                                         Relief (including the right to a repayment of Tax) that has been shown as an asset in
                                         the Accounts; and



 


		(b)	any
                                         Relief that has been taken into account in computing (and so reducing or eliminating)
                                         any provision for deferred Tax in the Accounts.



 


Buyer’s
Relief


 


		(a)	any
                                         Accounts Relief;



 


		(b)	any
                                         Relief which arises in connection with any Event occurring after the Accounts Date; and



 


		(c)	any
                                         Relief whenever arising, of the Buyer or any member of the Buyer’s Tax Group other
                                         than the Company.



 


Buyer’s
Tax Group means the Buyer and any other company or companies which are from time to time treated as members of the same group
as, or otherwise connected or associated in any way with, the Buyer for any Tax purpose.


 


Dispute
means any dispute, appeal, negotiations or other proceedings in connection with a Tax Claim.


 


Event
includes (without limitation), the expiry of a period of time, the Company becoming or ceasing to be associated or connected
with any other person for any Tax purpose or ceasing to be or becoming resident in any country for any Tax purpose, the death
or the winding up or dissolution of any person, the earning, receipt or accrual for any Tax purpose of any income, profit or gains,
the incurring of any loss or expenditure, and any transaction (including the execution and completion of all provisions of this
Agreement), event, act or omission whatsoever, and any reference to an Event occurring on or before a particular date shall include
Events that, for Tax purposes, are deemed to have, or are treated or regarded as having, occurred on or before that date.


 


HMRC
means HM Revenue & Customs.


 


ITEPA
2003 means the Income Tax (Earnings and Pensions) Act 2003.


 




    	 	38	 



    	 



    

 


Liability
for Taxation means:


 


		(d)	any
                                         liability of the Company to make an actual payment of or in respect of Tax whether or
                                         not the same is primarily payable by the Company and whether or not the Company has or
                                         may have any right of reimbursement against any other person, in which case the amount
                                         of the Liability for Taxation shall be the amount of the actual payment;



 


		(e)	Loss
                                         of Accounts Relief;



 


		(f)	the
                                         use or setting off of any Buyer’s Relief in circumstances where, but for such set
                                         off or use, the Company would have had a liability to make a payment of or in respect
                                         of Tax for which the Buyer would have been able to make a claim against the Sellers under
                                         this Tax Covenant, in which case, the amount of the Liability for Taxation shall be the
                                         amount of Tax for which the Sellers would have been liable but for such set off or utilisation;



 


Loss
includes absence, failure to obtain, non-existence, non-availability, reduction, modification, loss, counteraction, nullification,
utilisation, disallowance, withdrawal or claw-back for whatever reason.


 


Overprovision
means the amount by which any provision for tax (other than deferred tax) in the Accounts is overstated, except where such
overstatement arises as a result of:


 


		(g)	a
                                         change in law;



 


		(h)	a
                                         change in the accounting bases on which the Company values its assets; or



 


		(i)	a
                                         voluntary act or omission of the Buyer



 


which,
in each case, occurs after Completion.


 


Relief
includes any loss, relief, allowance, credit, exemption or set off in respect of Tax or any deduction in computing income,
profits or gains for the purposes of Tax and any right to a repayment of Tax or to a payment in respect of Tax.


 


Saving means, the
reduction or elimination of any liability of the Company to make an actual payment of corporation tax in respect of which the
Sellers would not have been liable under paragraph 2, by the use of any Relief arising wholly as a result of a Liability for
Taxation in respect of which the Sellers have made a payment under paragraph 2 of this Tax Covenant.


 


Tax
or Taxation means all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal
charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any
other jurisdiction (including, for the avoidance of doubt, National Insurance contributions in the UK and corresponding obligations
elsewhere) and any penalty, fine, surcharge, interest, charges or costs relating thereto (including interest and penalties arising
from the failure of the Company to make adequate instalment payments under the Corporation Tax (Instalments Payments) Regulations
1998 (SI 1998/3175) in any period ending on or before Completion).


 




    	 	39	 



    	 



    

 


Tax
Claim means any assessment, notice, demand, letter or other document issued or action taken by or on behalf of any Taxation
Authority, self-assessment or other occurrence from which it appears that the Company or the Buyer is or may be subject to a Liability
for Taxation or other liability in respect of which the Sellers are or may be liable under this Tax Covenant.


 


Taxation
Authority means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise
authority, body or official competent to impose, administer, levy, assess or collect Tax in the UK or elsewhere.


 


Taxation
Statute means any directive, statute, enactment, law or regulation wherever enacted or issued, coming into force or entered
into providing for or imposing any Tax and shall include orders, regulations, instruments, bye-laws or other subordinate legislation
made under the relevant statute or statutory provision and any directive, statute, enactment, law, order, regulation or provision
which amends, extends, consolidates or replaces the same or which has been amended, extended, consolidated or replaced by the
same.


 


Tax
Warranties means the Warranties set out in 1 of Schedule 4.


 


	1.2	References
                                         to gross receipts, income, profits or gains earned, accrued or received shall include
                                         any gross receipts, income, profits or gains deemed under the relevant Taxation Statute
                                         to have been or treated or regarded as earned, accrued or received.



 


	1.3	References
                                         to a repayment of Tax shall include any repayment supplement or interest in respect of
                                         it.



 


	1.4	Any
                                         reference to something occurring in the ordinary course of business shall not include:



 


		1.4.1	anything
                                         that involves, or leads directly or indirectly to, any liability of the Company to Tax
                                         that is the primary liability of, or properly attributable to, or due from another person
                                         (other than a member of the Buyer’s Tax Group);



 


		1.4.2	anything
                                         that relates to or involves the acquisition or disposal of an asset or the supply of
                                         services (including the lending of money, or the hiring or licensing of tangible or intangible
                                         property) in a transaction which is not entered into on arm’s length terms;



 


		1.4.3	anything
                                         that relates to or involves the making of a distribution for Tax purposes, the creation,
                                         cancellation or reorganisation of share or loan capital, the creation, cancellation or
                                         repayment of any intra-group debt or the Company becoming or ceasing to be or being treated
                                         as ceasing to be a member of a group of companies or becoming or ceasing to be associated
                                         or connected with any other company for any Tax purposes;



 




    	 	40	 



    	 



    

 


		1.4.4	anything
                                         that relates to any scheme, transaction or arrangement designed partly or wholly or containing
                                         steps or stages designed partly or wholly for the purpose of avoiding or reducing or
                                         deferring a Liability to Taxation;



 


		1.4.5	anything
                                         that gives rise to a Liability for Taxation on deemed (as opposed to actual) profits
                                         or to the extent that it gives rise to a Liability for Taxation on an amount of profits
                                         greater than the difference between the sale proceeds of an asset and the amount attributable
                                         to that asset in the Accounts or, in the case of an asset acquired since the Accounts
                                         Date, the cost of that asset; or



 


		1.4.6	anything
                                         that involves, or leads directly or indirectly to, a change of residence of the Company
                                         for Tax purposes.



 


	1.5	Unless
                                         the contrary intention appears, words and expressions defined in this Agreement have
                                         the same meaning in this Tax Covenant and any provisions in this Agreement concerning
                                         matters of construction or interpretation also apply in this Tax Covenant.



 


	1.6	Any
                                         stamp duty which is charged on any document, or in the case of a document which is outside
                                         the UK, any stamp duty which would be charged on the document if it were brought into
                                         the UK, which is necessary to establish the title of the Company to any asset, and any
                                         interest fine or penalty relating to such stamp duty, shall be deemed to be a liability
                                         of the Company to make an actual payment of Taxation in consequence of an Event arising
                                         on the last day on which it would have been necessary to pay such stamp duty in order
                                         to avoid any liability to interest or penalties arising on it.



 


	2.	Covenant



 


	2.1	The
                                         Warrantor covenants with the Buyer that, subject to the provisions of this Tax Covenant,
                                         the Warrantor shall pay to the Buyer an amount equal to any:



 


		2.1.1	Liability
                                         for Taxation resulting from or by reference to any Event occurring on or before Completion
                                         or in respect of any gross receipts, income, profits or gains earned, accrued or received
                                         by the Company on or before Completion, whether or not such liability has been discharged
                                         on or before Completion;



 


		2.1.2	Liability
                                         for Taxation, including liability for payments in respect of Taxation, which arises solely
                                         as a result of the relationship for Tax purposes before Completion of the Company with
                                         any person other than a member of the Buyer’s Tax Group, whether arising before
                                         or after Completion;



 


		2.1.3	Liability
                                         for Taxation which arises as a result of any Event which occurs after Completion pursuant
                                         to a legally binding obligation (whether or not conditional) entered into by the Company
                                         on or before Completion otherwise than in the ordinary course of business;



 


		2.1.4	Liability
                                         for Taxation which arises at any time (being a liability for the Company to account for
                                         income tax or National Insurance contributions) 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) where the acquisition of the security
                                         or the grant of the option or other right to acquire the security occurred on or before
                                         Completion;



 




    	 	41	 



    	 



    

 


		2.1.5	Liability
                                         for Taxation that arises at any time under Part 7A of ITEPA 2003 including any liability
                                         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 the Company, or for the benefit of any relevant person,
                                         by an employee benefit trust 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 Sellers or an associate of the Sellers;



 


		2.1.6	Liability
                                         for Taxation being a liability for inheritance tax which:



 


		2.1.6.1	is
                                         a liability of the Company and arises as a result of a transfer of value occurring or
                                         being deemed to occur on or before Completion (whether or not in conjunction with the
                                         death of any person whenever occurring);



 


		2.1.6.2	arose
                                         at Completion to a charge on any of the Sale Shares or assets of the Company; or



 


		2.1.6.3	arises
                                         after Completion to a charge on any of the Sale Shares in or assets of the Company as
                                         a result of the death of any person within seven years of a transfer of value that occurred
                                         before Completion; and



 


		2.1.7	costs
                                         and expenses (including legal costs on a full indemnity basis), properly incurred by
                                         the Buyer, the Company or any member of the Buyer’s Tax Group in connection with
                                         any Liability for Taxation or other liability in respect of which the Warrantor is liable
                                         under this Schedule, any Tax Claim or taking or defending any action under this Schedule.



 


	3.	Payment
                                         Date and Interest



 


	3.1	Payment
                                         by the Warrantor in respect of any liability under this Schedule must be made in cleared
                                         and immediately available funds on the following days:



 


		3.1.1	in
                                         the case of a Liability for Taxation that involves an actual payment of or in respect
                                         of Tax, the later of seven Business Days before the due date for payment and seven Business
                                         Days after the date on which the Buyer serves notice on the Warrantor requesting payment;



 


		3.1.2	in
                                         the case of the loss of a right to repayment of Tax or a liability under paragraph 2.1.7
                                         seven Business Days following the date on which the Buyer serves notice on the Warrantor
                                         requesting payment;



 




    	 	42	 



    	 



    

 


		3.1.3	in
                                         a case that involves the loss of a Relief (other than a right to repayment of Tax), the
                                         last date on which the Tax is or would have been required to be paid to the relevant
                                         Taxation Authority in respect of the earlier of:



 


		3.1.3.1	the
                                         period in which the Loss of the Relief gives rise to an actual liability to pay Tax;
                                         or



 


		3.1.3.2	the
                                         period in which the Loss of the Relief occurs (assuming for this purpose that the Company
                                         had sufficient profits or was otherwise in a position to use the Relief); or



 


		3.1.4	in
                                         a case that falls within paragraph (f) of the definition of Liability for Taxation, the
                                         date on which the Tax saved by the Company is or would have been required to be paid
                                         to the relevant Taxation Authority.



 


	3.2	If
                                         the Liability for Taxation is a liability to corporation tax payable by instalments in
                                         accordance with the Corporation Tax (Instalment Payments) Regulations 1998 (SI 1998/3175):



 


		3.2.1	the
                                         notice served by the Buyer on the Warrantor under paragraph 3.1 shall specify the amount
                                         of the liability that is due for payment on each instalment date for the accounting period
                                         in which the Liability to Taxation arises; and



 


		3.2.2	the
                                         due dates for payment of the Tax in paragraph 3.1.1 to paragraph 3.1.4 shall be the due
                                         dates for payment of each of the instalments.



 


	3.3	Any
                                         dispute as to the amount specified in any notice served on the Warrantor under paragraph
                                         3.1.2 to paragraph 3.1.4 shall be determined by the auditors of the Company for the time
                                         being, acting as experts and not as arbitrators (the costs of that determination being
                                         shared equally by the Warrantor and the Buyer).



 


	3.4	If
                                         any sums required to be paid by the Warrantor under this Tax Covenant are not paid on
                                         the date specified in paragraph 3.1, then, except to the extent that the Warrantor’s
                                         liability under paragraph 2 compensates the Buyer for the late payment by virtue of it
                                         extending to interest and penalties, such sums shall bear interest (which shall accrue
                                         from day to day after as well as before any judgment for the same) at the rate of 2%
                                         per annum over the base rate from time to time of the National Westminster Bank plc or
                                         (in the absence thereof) at such similar rate as the Buyer shall select from the day
                                         following the due date up to and including the day of actual payment of such sums, such
                                         interest to be compounded quarterly.



 


	4.	Exclusions



 


	4.1	The
                                         covenant contained in paragraph 2 above shall not cover any Liability for Taxation to
                                         the extent that:



 


		4.1.1	specific
                                         provision or reserve (other than a provision for deferred tax) in respect of the liability
                                         is made in the Account; or



 




    	 	43	 



    	 



    

 


		4.1.2	such
                                         liability for Taxation is accounted or provided for pursuant to clause 4 (Cash Statement)
                                         of this Agreement; or



 


		4.1.3	such
                                         Liability for Taxation was discharged on or before Completion; or



 


		4.1.4	it
                                         arises or is increased as a result only of any change in the law of Tax (other than a
                                         change targeted specifically at countering a tax avoidance scheme) announced and coming
                                         into force after Completion (whether relating to rates of Tax or otherwise) or the withdrawal
                                         of any extra-statutory concession previously made by a Taxation Authority (whether or
                                         not the change purports to be effective retrospectively in whole or in part); or



 


		4.1.5	it
                                         would not have arisen but for a change after Completion in the accounting bases on which
                                         the Company values its assets (other than a change made to comply with UK GAAP); or



 


		4.1.6	the
                                         Buyer is compensated for any such matter under any other provision of this Agreement;



 


		4.1.7	there
                                         is available to the Company a Relief which is not a Buyer’s Relief; or



 


		4.1.8	it
                                         would not have arisen but for a voluntary act, transaction or omission of the Company
                                         or the Buyer outside the ordinary course of business after Completion and which the Buyer
                                         was aware or ought reasonably to have been aware would give rise to the Liability for
                                         Taxation or other liability in question.



 


	4.2	For
                                         the purposes of paragraph 4.1.7 an act will not be regarded as voluntary if undertaken
                                         pursuant to a legally binding obligation entered into by the Company on or before Completion
                                         or imposed on the Company by any legislation whether coming into force before, on or
                                         after Completion or for the purpose of avoiding or mitigating a penalty imposable by
                                         such legislation, or if carried out at the written request of the Sellers.



 


	5.	Limitations



 


	5.1	The
                                         liability of the Warrantor under paragraph 2 will terminate on:



 


		5.1.1	the
                                         twenty-second anniversary of Completion, in respect of any claim under paragraph 2 for
                                         a liability arising from a loss of tax brought about fraudulently or deliberately by
                                         the Company or any related person, including a liability arising from an arrangement
                                         caught by Part 7A of ITEPA 2003 or from a failure by the company to comply with an obligation
                                         under section 309, 310 or 313 of the Finance Act 2004 to disclose information about a
                                         tax avoidance scheme to which it has been a party; or



 


		5.1.2	the seventh anniversary of Completion, in any other case,

                                                                                

                                                                                

	 	 	 
	 	except in respect of any claim under paragraph 2 of which notice in writing is given to the Sellers before that relevant date containing, to the extent reasonably practicable, a description of such claim and the estimated total amount of the claim.



 




    	 	44	 



    	 



    

 


	6.	Overprovisions



 


	6.1	If,
                                         on or before the seventh anniversary of Completion, the auditors for the time being of
                                         the Company certify (at the request and expense of the Warrantor) that any provision
                                         for Tax in the Accounts (other than a provision for deferred tax) has proved to be an
                                         Overprovision, then:



 


		6.1.1	the
                                         amount of any Overprovision shall first be set off against any payment then due from
                                         the Warrantor under this Tax Covenant;



 


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



 


		6.1.3	to
                                         the extent that the excess referred to in paragraph 6.1.2 is not exhausted, the remainder
                                         of that excess will be carried forward and set off against any future payment or payments
                                         which become due from the Sellers under this Tax Covenant.



 


	6.2	After
                                         the Company’s auditors have produced any certificate under this paragraph 6, the
                                         Warrantor or the Buyer may, at any time before the seventh anniversary of Completion,
                                         request the auditors for the time being of the Company to review (at the expense of the
                                         Warrantor) that certificate in the light of all relevant circumstances, including any
                                         facts of which it was not aware, and which were not taken into account, at the time when
                                         such certificate was produced, and to certify whether in their opinion the certificate
                                         remains correct or whether, in light of those circumstances, it should be amended.



 


	6.3	If
                                         the auditors make an amendment to the earlier certificate and the amount of the Overprovision
                                         is revised, that revised amount shall be substituted for the previous amount and any
                                         adjusting payment that is required shall be made by or to the Warrantor (as the case
                                         may be) as soon as practicable.



 


	7.	Savings



 


	7.1	If
                                         (at the Warrantor’s request and expense) the auditors for the time being of the
                                         Company determine that the Company has obtained a Saving, the Buyer shall as soon as
                                         reasonably practicable thereafter repay to the Sellers, after deduction of any amounts
                                         then due by the Warrantor, the lesser of:



 


		7.1.1	the
                                         amount of the Saving (as determined by the auditors) less any costs incurred by the Buyer
                                         or the Company; and



 


		7.1.2	the
                                         amount paid by the Warrantor under paragraph 2 in respect of the Liability for Taxation
                                         which gave rise to the Saving less any part of that amount previously repaid to the Warrantor
                                         under any provision of this Tax Covenant or otherwise.



 




    	 	45	 



    	 



    

 


	8.	Recovery
                                         From Third Parties



 


	8.1	Where
                                         the Warrantor has paid an amount in full discharge of a liability under paragraph 2 in
                                         respect of any Liability for Taxation and the Buyer or the Company is or becomes entitled
                                         to recover from some other person not being the Buyer, the Company or any other company
                                         within the Buyer’s Tax Group, any amount in respect of such Liability for Taxation,
                                         the Buyer shall or shall procure that the Company shall:



 


	 	8.1.1	notify
                                         the Warrantor of their entitlement as soon as reasonably practicable; and



 


		8.1.2	if
                                         required by the Warrantor and, subject to the Buyer and the Company being indemnified
                                         by the Warrantor against any Tax that may be suffered on receipt of that amount and any
                                         costs and expenses incurred in recovering that amount, take or procure that the Company
                                         takes all reasonable steps to enforce that recovery against the person in question (keeping
                                         the Warrantor fully informed of the progress of any action taken) provided that the Buyer
                                         shall not be required to take any action pursuant to this paragraph 8.1 (other than an
                                         action against:



 


		8.1.2.1	a
                                         Taxation Authority; or



 


		8.1.2.2	a
                                         person who has given Tax advice to the Company on or before Completion),



 


which,
in the Buyer’s reasonable opinion, is likely to harm it’s or the Company’s commercial or employment relationship
(potential or actual) with that or any other person.


 


	8.2	If
                                         the Buyer or the Company recovers any amount referred to in paragraph 8.1, the Buyer
                                         shall account to the Warrantor for the lesser of:



 


		8.2.1	any
                                         amount recovered (including any related interest or related repayment supplement) less
                                         any Tax suffered in respect of that amount and any costs and expenses incurred in recovering
                                         that amount (save to the extent that that amount has already been made good by the Warrantor
                                         under paragraph 8.1.2); and



 


		8.2.2	the
                                         amount paid by the Warrantor under paragraph 2 in respect of the Liability for Taxation
                                         in question.



 


	9.	Corporation
                                         Tax Returns



 


	9.1	Subject
                                         to this paragraph 9, the Buyer will have exclusive conduct of all Taxation affairs of
                                         the Company after Completion.



 


	9.2	The
                                         Buyer will procure that the Company keeps the Warrantor fully informed of their Taxation
                                         affairs in respect of any accounting period ended on or before Completion for which final
                                         agreement with the relevant Taxation Authority of the amount of Taxation due from the
                                         Company has not been reached. The Buyer will not submit any substantive correspondence
                                         or submit or agree any return or computation for any such period to any Taxation Authority
                                         without giving the Warrantor a reasonable opportunity to comment and taking account of
                                         the Warrantor’s reasonable representations.



 




    	 	46	 



    	 



    

 


	9.3	The
                                         Buyer will procure that the Company does not amend or withdraw any return or computation
                                         or any claim, election, surrender or consent made by it in respect of its accounting
                                         periods ended on or before Completion without giving the Warrantor a reasonable opportunity
                                         to comment and taking account of the Warrantor’s reasonable representations.



 


	9.4	For
                                         the avoidance of doubt:



 


		9.4.1	where
                                         any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 10
                                         shall take precedence over the provisions of this paragraph 9; and



 


		9.4.2	the
                                         provisions of this paragraph 9 shall not prejudice the rights of the Buyer to make a
                                         claim under this Tax Covenant in respect of any Liability for Taxation.



 


	10.	Conduct
                                         of Tax Claims



 


	10.1	Subject
                                         to paragraph 10.2, if the Buyer or the Company becomes aware of a Tax Claim, the Buyer
                                         shall give or procure that notice in writing is given to the Warrantor as soon as reasonably
                                         practicable, provided that the giving of such notice shall not be a condition precedent
                                         to the Warrantor’s liability under this Tax Covenant.



 


	10.2	If
                                         the Warrantor becomes aware of a Tax Claim, he shall notify the Buyer in writing as soon
                                         as reasonably practicable, and, on receipt of such notice, the Buyer shall be deemed
                                         to have given the Warrantor’s notice of the Tax Claim in accordance with the provisions
                                         of paragraph 10.1.



 


	10.3	Subject
                                         to paragraph 10.4, if the Warrantor indemnifies the Buyer and the Company to the Buyer’s
                                         reasonable satisfaction against all liabilities, costs, damages or expenses which may
                                         be incurred thereby, including any additional Liability for Taxation, the Buyer shall
                                         take and procure that the Company shall take such action as the Warrantor may reasonably
                                         request by notice in writing given to the Buyer to avoid, dispute, defend, resist, appeal,
                                         request an internal HMRC review or compromise any Tax Claim.



 


	10.4	Neither
                                         the Buyer nor the Company shall be obliged to appeal or procure an appeal against any
                                         assessment to Tax if the Buyer, having given the Warrantor written notice of such assessment,
                                         does not receive written instructions from the Sellers within ten Business Days to do
                                         so.



 




    	 	47	 



    	 



    

 


	10.5	If:



 


		10.5.1	the
                                         Warrantor does not request the Buyer to take any action under paragraph 10.3 or fails
                                         to indemnify the Buyer and the Company to the Buyer’s reasonable satisfaction within
                                         a period of time (commencing with the date of the notice given to the Warrantor) that
                                         is reasonable having regard to the nature of the Tax Claim and the existence of any time
                                         limit in relation to avoiding, disputing, defending, resisting, appealing, seeking a
                                         review or compromising such Tax Claim, and which period will not in any event exceed
                                         a period of 14 days;



 


		10.5.2	the
                                         Warrantor (or the Company before Completion) has been involved in a case involving fraudulent
                                         conduct or deliberate default in respect of the Liability for Taxation which is the subject
                                         matter of the Dispute; or



 


		10.5.3	the
                                         Dispute involves an appeal against a determination by the Tax Chamber of the First-tier
                                         Tribunal or higher tribunal, unless the Warrantor has obtained the opinion of Tax counsel
                                         of at least five years’ standing that there is a reasonable prospect that the appeal
                                         will succeed,



 


the
Buyer or the Company shall have the conduct of the Dispute absolutely (without prejudice to its rights under this Tax Covenant)
and shall be free to pay or settle the Tax Claim on such terms as the Buyer or the Company may in its absolute discretion consider
fit.


 


	10.6	Neither
                                         the Buyer nor the Company shall be subject to any claim by or liability to the Warrantor
                                         for non-compliance with any of the provisions of this paragraph 10 if the Buyer or the
                                         Company has acted in good faith in accordance with the instructions of the Warrantor.



 


	11.	Grossing
                                         Up



 


	11.1	All
                                         sums payable by the Warrantor to the Buyer under this Tax Covenant shall be paid free
                                         and clear of all deductions or withholdings whatsoever unless the deduction or withholding
                                         is required by law. If any deductions or withholdings are required by law to be made
                                         from any of the sums payable under this Tax Covenant, the Warrantor shall pay to the
                                         Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer
                                         with the same amount as it would have been entitled to receive in the absence of any
                                         such requirement to make a deduction or withholding.



 


	11.2	If
                                         the Buyer incurs a taxation liability which results from, or is calculated by reference
                                         to, any sum paid under this Tax Covenant, the amount so payable shall be increased by
                                         such amount as will ensure that, after payment of the taxation liability, the Buyer is
                                         left with a net sum equal to the sum it would have received had no such taxation liability
                                         arisen.



 


	11.3	If
                                         the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation
                                         liability falling within paragraph 11.2, it shall be deemed for the purposes of that
                                         paragraph to have incurred and paid that liability.






 




    	 	48	 



    	 



    

 


	12.	General



 


All
payments made by the Warrantor to the Buyer or by the Buyer to the Warrantor in accordance with this Tax Covenant will be treated,
to the extent possible, as an adjustment to the Purchase Price for the Sale Shares.


 


	Executed
    as a deed	)	
	by
    Rodney Leonard 	)
    	/s/
    Rodney Leonard                                 
	in
    the presence of:	)	Rodney
    Leonard 


 


	Executed
    as a deed 	)	 
	by
    Rodney Leonard as a	)	 
	Trustee
    of The Leonard R Personal	)	 
	Pension
    Scheme 	)	/s/
    Rodney Leonard                                
	in
    the presence of:	)	Rodney
    Leonard


 


	Executed
    as a deed	)	 
	By
    Equilibrium Pensions Limited	)	 
	acting
    by Timothy Boles, a director,	)	 
	as
    a Trustees of	)	
	The
    Leonard R Personal Pension	)	/s/
    Timothy Boles                                      
	Scheme
    in the presence of:	)	Equilibrium
    Pensions Limited, acting by
	 	 	Timothy
    Boles 


 


	Executed
    as a deed by 	)	 
	Argentum
    47 Financial Management 	)	 
	Limited
    acting by	)	 
	Peter
    Smith, a director	)	/s/
    Peter Smith                                            
	and
    Enzo Taddei, a director	)	Director


 





	 	/s/
    Enzo Taddei
	 	Director


 




    	 	49