exhibit4b3centralremaini






                                                                               Exhibit 4(b).3                                                                                                                                                                     EXECUTION VERSION                                                                                                                                                              Confidential portions of this                                                          exhibit have been omitted and filed                                                                          separately with the                                                       Securities and Exchange Commission                                                                                                                                       Dated 30 April 2018                             NATIONAL GRID HOLDINGS ONE PLC                                                 and                        QUADGAS INVESTMENTS BIDCO LIMITED                             REMAINING ACQUISITION AGREEMENT                 relating to the acquisition of shares in GasD HoldCo (as defined herein)                                                                                                                                                                  Linklaters LLP                                 One Silk Street  London EC2Y 8HQ                                                   Telephone (44-20) 7456 2000                    Facsimile (44-20) 7456 2222                                                                   Ref L-262135                                   





 






                                          Table of Contents   Contents                                                                              Page   1      Interpretation ......................................................................................................................... 1   2      Acquisition of the Remaining Sale Assets ............................................................................. 8   3      Consideration ........................................................................................................................ 9   4      Sell Notice and Purchase Notice ........................................................................................ 10   5      Conditions ............................................................................................................................11   6      Remaining Closing .............................................................................................................. 13   7      Warranties ........................................................................................................................... 15   8      Confidentiality ...................................................................................................................... 15   9      Other Provisions .................................................................................................................. 16   Schedule 1 Remaining Closing Obligations (Clause 6.2) ............................................................... 23   Schedule 2 Seller’s Warranties (Clause 7.1)................................................................................... 24   Schedule 3 Warranties given by the Investor (Clause 7.2) ............................................................. 25   Schedule 4 Limits and Claims ......................................................................................................... 26   Schedule 5 Sell Notice .................................................................................................................... 31   Schedule 6 Purchase Notice ........................................................................................................... 32                                                      i  





 






                                                                                                                             Remaining Acquisition Agreement   This Agreement is made as a deed on 30 April 2018 between:   (1)    NATIONAL GRID HOLDINGS ONE PLC a company incorporated in the United Kingdom         with  registered  number 2367004 and  whose  registered  office  is  at  1-3  Strand,  London         WC2N 5EH, United Kingdom (the “Seller”); and   (2)    QUADGAS  INVESTMENTS  BIDCO  LIMITED           a company   incorporated  in the  United         Kingdom   with  registered  number 10487004 and  whose  registered  office  is  at 18  St         Swithin’s  Lane,  London  EC4N  8AD and  whose  former  name  was  Tellsid  Investments         Limited (the “Investor”).   Whereas:   (A)    On 8 December 2016:          (i)   the Seller  and  the  Investor entered  into  the Acquisition Agreement  relating to,               amongst  other  things, the subscription  of Shares  and  the  acquisition by  GasD               MidCo of GasD OpCo and GasD PropCo; and          (ii)  the Seller and the Investor entered into a memorandum of understanding relating to               the acquisition of Further Shares in GasD HoldCo.    (B)    On 10 February 2017, GasD HoldCo was incorporated.   (C)    On 31 March 2017:          (i)    the subscription of Shares and the acquisition by GasD MidCo of GasD OpCo and                GasD  PropCo  completed  pursuant  to  and  in  accordance  with  the  Acquisition                Agreement; and           (ii)   the Seller and the Investor entered into a Further Acquisition Agreement relating to,                amongst other things, the acquisition by the Investor of the Further Shares and the                Further Debt.   (D)    Pursuant to this Agreement the Seller has agreed to sell and the Investor has agreed to         purchase:          (i)   the Remaining Shares; and          (ii)  the Seller Debt.    It is agreed as follows:   1      Interpretation          In  this deed (the  “Agreement”),  unless  the  context  otherwise  requires,  the  provisions  in         this Clause 1 apply:   1.1    Definitions         “Acquisition  Agreement”  means  the  agreement  entered  into  on  8  December  2016         between the Investor and the Seller (as acceded to by GasD HoldCo, GasD PledgeCo and         GasD Midco) and as amended and restated on 30 March 2017 relating to, amongst other         things, the subscription of Shares and the acquisition by GasD MidCo of GasD OpCo and         GasD                                                                        PropCo;                                                1  





 






                                                                                           “Additional Investment” has the meaning given to it in Clause 2.3;    “Agreed  Form”  means,  in  relation  to  any  document, such  document  in  the  form  agreed  between the Seller and the Investor and signed for identification by the Investor’s Lawyers  and the Seller’s Lawyers on the  date of this Agreement with such alterations as may  be  agreed in writing between the Seller and the Investor from time to time;   “Affiliate” has the meaning given to it in the Shareholders’ Agreement;   “Business  Day”  means  a  day  which  is  not  a  Saturday, a  Sunday  or  a  public  holiday  in  England;   “Claim” means any claim arising out of or in connection  with any Transaction  Document  excluding: (i) any claim for breach of the Seller’s Warranties; or (ii) any Cornerstone Claim;   “Closing” means the  completion of the acquisition of GasD OpCo and GasD PropCo   by  GasD MidCo pursuant to the Acquisition Agreement;   “Closing Date” means the date on which Closing took place, being 31 March 2017;   “Competent Authority” means: (i) any person (whether autonomous or not) having legal  and/or  regulatory  authority  and/or  enforcement  powers,  including Gas  and  Electricity  Markets Authority, Office of Gas and Electricity Markets, the Health and Safety Executive,  the European Commission and the Competition and Markets Authority; (ii) any court of law  or tribunal in any jurisdiction; and/or (iii) any Tax Authority;    “Confidentiality Agreements” means each of the confidentiality agreements pursuant to  which NG plc made available to the recipient named therein certain confidential information  relating  to  the  Seller’s  Group entered  into  with: (i) Macquarie  Infrastructure  and  Real  Assets  (Europe)  Limited  dated  28  July  2016 (as  amended); (ii) Dalmore  Infrastructure  Investments  2  Limited  Partnership  dated  1  August  2016 (as  amended); (iii) Dalmore  Infrastructure Investments 2 Limited Partnership dated 24 August 2016 (as amended); (iv)  Allianz  Capital  Partners  GmbH,  London  Branch  dated  27  July  2016; (v) Amber  Infrastructure Limited dated 25 July 2016 (as amended); (vi) CIC Capital Corporation dated  4  August  2016  (as  amended);  and  (vii)  Hermes  GPE  LLP  dated  4  August  2016  (as  amended) and “Confidentiality Agreement” means any one of them;   “Cornerstone  Claim”  means  any  claim  for  a  breach  of  the  Seller’s  obligations  under  Clauses 2.1 and 2.2;   “CTA 2010” means the Corporation Tax Act 2010;   “Debt” means  the  principal  amount  of any  loans,  borrowings  or  indebtedness  (together  with any accrued interest) provided to GasD HoldCo by a Shareholder, its Affiliates or any  Investor  Shareholder  Affiliate, including  any  new  Debt  contributed  by  any  of  the  Shareholders  between  Closing  and Remaining  Closing, but  shall  exclude  any  loans,  borrowings or indebtedness provided to GasD HoldCo in the ordinary course of business  which   is  not   in  connection  with   such   Shareholder’s  holding  of   Shares;                                         2  





 






FOIA confidential treatment requested: [***] indicates that certain information contained herein  has been omitted and filed separately with the Securities and Exchange Commission. Confidential  treatment has been requested with respect to such omitted portions.                    “Debt  Capitalisation”  means any capitalisation  of  Debt  after  the  date of  this Agreement         (which, for the avoidance of doubt, shall exclude any capitalisation pursuant to the Post-        Closing Implementation Steps);          “Debt  Capitalisation  Shares”  means  any Shares  issued  as  a  result  of any Debt         Capitalisation (including any such Shares as consolidated, subdivided or redesignated on         a non-dilutive basis);          “Director” has the meaning given to it in the Shareholders’ Agreement;          “Distribution Amount” means the total amount of any (i) dividends, or other distribution of         profits or assets (including any distribution as defined in Part 23 of the CTA 2010), actually         paid or declared but not yet paid in respect of the Shares; and (ii) any interest on, and any         principal  of,  any  Debt  actually  paid or  repaid (excluding  the  GasD  OpCo Adjustment (as         defined in the Acquisition Agreement) of £32,711,401), in each case between Closing and         Remaining Closing;          “Encumbrance” means any claim, charge, mortgage, lien, option, equitable right, power of         sale, pledge,  hypothecation, retention of title, right of pre-emption, right of first refusal or         other third  party  right  or  security  interest  of  any  kind  or  an  agreement,  arrangement  or         obligation to create any of the foregoing;           “Escalation Factor” means:                                                  [***]          “Further Acquisition Agreement” means the agreement entered into on 31 March 2017         between the Investor and the Seller relating to, amongst other things, the acquisition of the         Further Shares and the Further Debt;          “Further Closing” has the meaning given to it in the Further Acquisition Agreement;          “Further Closing Date” has the meaning given to it in the Further Acquisition Agreement;          “Further Debt” has the meaning given to it in the Further Acquisition Agreement;          “Further Shares” has the meaning given to it in the Further Acquisition Agreement;          “GasD Group” means GasD HoldCo and any GasD Group Companies from time to time;          “GasD Group Companies” means      GasD HoldCo   together with any other subsidiaries of         GasD HoldCo from time to time and “GasD Group Company” means any one of them;          “GasD HoldCo” means    Quadgas HoldCo   Limited, a company incorporated in the United         Kingdom  with  registered  number 10614254 and  whose  registered  office  is  at Ashbrook         Court Prologis Park, Central Boulevard, Coventry, CV7 8PE, United Kingdom;          “GasD  MidCo”  means  Quadgas  MidCo   Limited,  a  company  incorporated  in  the  United         Kingdom  with  registered  number 10615396 and  whose  registered  office  is  at Ashbrook         Court Prologis Park, Central Boulevard, Coventry, CV7 8PE, United Kingdom;          “GasD OpCo” means Cadent Gas Limited, a company incorporated in the United Kingdom         with  registered  number  10080864  and  whose  registered  office  is  at Ashbrook  Court         Prologis  Park,   Central   Boulevard,  Coventry,   CV7    8PE,   United   Kingdom;                                                3  





 






FOIA confidential treatment requested: [***] indicates that certain information contained herein  has been omitted and filed separately with the Securities and Exchange Commission. Confidential  treatment has been requested with respect to such omitted portions.                                                                                                                                                                                                             “GasD  PledgeCo”  means  Quadgas  PledgeCo    Limited,  a  company  incorporated  in  the         United  Kingdom  with  registered  number 10614954 and  whose  registered  office  is  at         Ashbrook Court Prologis Park, Central Boulevard, Coventry, CV7 8PE, United Kingdom;          “GasD  PropCo”  means  Cadent  Services Limited,  a  company  incorporated  in the  United         Kingdom  with  registered number  10080921 and whose  registered  office  is  at Ashbrook         Court Prologis Park, Central Boulevard, Coventry, CV7 8PE, United Kingdom;          “Interest” has the meaning given to it in the Shareholders’ Agreement;          “Investor Loan Amount” means an amount equal to [***];           “Investor Shareholder” has the meaning given to it in the Shareholders’ Agreement;          “Investor  Shareholder  Affiliate”  has  the  meaning  given  to  it  in  the  Shareholders’         Agreement;          “Investor’s Group” means the Investor and its subsidiaries from time to time;          “Investor’s  Lawyers”  means CMS  Cameron  McKenna  Nabarro  Olswang    LLP,  Cannon         Place, 78 Cannon Street, London EC4N 6AF;           “Laws” means the laws and regulations applicable to any member of the GasD Group or         any  Shareholder  (as  appropriate)  including,  where  applicable,  the  rules  of  any  stock         exchange  on  which  the  securities  of  a  Shareholder  are  listed  or  other  governmental  or         regulatory body to which a Shareholder is subject;          “LIBOR”  means   the  London  interbank  offered  rate administered  by  ICE  Benchmark         Administration  Limited  (or  any  other  person  which  takes  over  the  administration  of  that         rate)  for pounds  Sterling for  the  relevant  period  displayed  on  page LIBOR01  of  the         Thomson Reuters screen (or any replacement Thomson Reuters page which displays that         rate);          “Long Stop Date” means 31 January 2020;           “Losses”  means  all  losses,  liabilities  (including  to  Tax),  costs  (including  reasonably         incurred  legal  costs  and  experts’  and  consultants’  fees),  charges,  expenses,  actions,         proceedings, claims and demands, other than VAT that is recoverable;          “NG  plc”  means  National  Grid  plc,  a  company  incorporated  in  the  United  Kingdom  with         registered number 4031152 and whose registered office is at 1-3 Strand, London WC2N         5EH, United Kingdom;          “parties” means the parties to this Agreement from time to time, and “party” means any         one of them;          “Permitted  Regulatory  Condition”  means  any  bona  fide  mandatory  and  suspensory         material  consent,  clearance,  approval  or  permission  (including,  without  limitation,  any         mandatory  and  suspensory  regulatory  or  anti-trust  approvals)  necessary  to  enable  the         Seller to be able to complete a transfer of the Remaining Sale Assets to the Investor under:         (a) the rules or regulations of any stock exchange on which the Investor, the Seller or any         of their Affiliates is quoted; or (b) the rules or regulations of any governmental, statutory or         regulatory body in those jurisdictions where the Seller, the Investor, GasD HoldCo or any of         their             Affiliates           carries             on              business;                                                4  





 






                        “Post-Closing  Implementation  Steps”  has  the  meaning  given  to  it  in  the  Acquisition  Agreement;   “Purchase Notice” has the meaning given to it in Clause 4.2;    “Regulation” has the meaning given to it in Clause 5.1.2;   “Relief”  includes any  right  to  repayment  of Taxation  from  a Tax Authority  and any  relief,  loss, allowance, set-off or credit in respect of Taxation and any deduction in computing or  against profits for Taxation purposes;    “Remaining Acquisition Payment” means the consideration to be paid by the Investor to  the Seller for the Remaining Sale Assets, being a sum equal to:                                         ퟐퟓ                            ퟐퟓ              {(Investor Loan Amount x  ) minus (Distribution Amount x )}                                        ퟔퟏ                            ퟏퟎퟎ                                           X                                   the Escalation Factor    “Remaining Closing” means the completion of the sale and purchase of the Remaining  Sale Assets pursuant to Clause 6;   “Remaining Closing Date” means the date on which Remaining Closing takes place;   “Remaining Debt Consideration” has the meaning given to it in Clause 3.1.1;   “Remaining Sale Assets” means the Remaining Shares and the Seller Debt;   “Remaining Shares” means the aggregate of:    (i)    1,276,395,445 Shares or, if different as a result of a non-dilutive consolidation, sub-        division or other redesignation of the Shares (but excluding as a result of any issue         of Debt Capitalisation Shares), such other number of shares in the capital of GasD         HoldCo as carry the same proportion of voting rights and rights to participate in the         profits  and  assets  of  GasD  HoldCo  as  an aggregate  of 12,500 Shares had at         Closing; and    (ii)   25 per cent. of any Debt Capitalisation Shares;   “Remaining Share Consideration” has the meaning given to it in Clause 3.1.2;   “Remaining Subscription Agreement” means the subscription agreement to be entered  into  between  the  Investor,  the  Investor  Shareholder  and  certain  Investor  Shareholder  Affiliates  in  connection  with,  among  other  things,  the  funding  of  the  Investor  for  the  purposes of discharging the Investor’s obligations pursuant to Clause 6.4;    “SDRT” means Stamp Duty Reserve Tax;   “Sell Notice” has the meaning given to it in Clause 4.1;   “Seller  Debt”  means  any  Debt  owed  by  GasD  HoldCo  to  the  Seller  and/or  its Affiliates  immediately following any Debt Capitalisation and any new Debt contributed by the Seller  and/or its Affiliates between Closing and Remaining Closing, reduced by the amount of any  principal  repayment  made  by  GasD  HoldCo prior  to Remaining Closing (which  for  the                                          5  





 






           avoidance  of  doubt  shall  not  include  any  Further  Debt  to  be  acquired  pursuant  to  the         Further Acquisition Agreement);          “Seller’s Group” means the Seller and its subsidiaries from time to time excluding, for the         avoidance of doubt, the GasD Group from the Closing Date;          “Seller’s Lawyers” means Linklaters LLP of One Silk Street, London EC2Y 8HQ, United         Kingdom;          “Seller’s Warranties” means the warranties given by the Seller set out in Schedule 2, and         “Seller’s Warranty” means any one of them;          “Shareholder” has the meaning given to it in the Shareholders’ Agreement;          “Shareholders’  Agreement”  means   the  shareholders’  agreement entered  into  on  the         Closing  Date  between  the  Seller,  the  Investor,  GasD  HoldCo,  GasD  OpCo  and  certain         other members of the GasD Group pursuant to the Acquisition Agreement;          “Shares”  means  the  ordinary  shares  of £0.0001  each  in  the  capital  of  GasD  HoldCo         (previously being the ordinary shares of £1.00 each in the capital of GasD HoldCo whose         nominal value  was reduced on 25 January  2018 to £0.0001 each in the capital of GasD         HoldCo pursuant to a reduction of capital);          “Surviving Clauses” means Clauses   1, 5.4, 8 and 9.2 to 9.15, and “Surviving Clause”         means any one of them;          “Tax Authority” means any  taxing or other authority  competent to impose any  liability  in         respect of Taxation or responsible for the administration, assessment and/or collection of         Taxation or enforcement of any law in relation to Taxation;          “Taxation”  or  “Tax” means all  forms  of  taxation  whether  direct  or  indirect  and  whether         levied  by  reference  to  income,  profits,  gains,  net  wealth,  asset  values,  turnover,  added         value or other reference and statutory, governmental, state, provincial, local governmental         or  municipal  impositions,  duties,  contributions  rates  and  levies  (including  social  security         contributions and other payroll taxes), whenever and wherever imposed (whether imposed         by way of a withholding or deduction for or on account of tax or otherwise) and in respect         of any person and all penalties, charges, costs and interest relating thereto;           “Threshold Transfer” has the meaning given to it in the Shareholders’ Agreement;          “Transaction” means the proposed sale of the Remaining Sale Assets by the Seller to the         Investor pursuant to the terms of this Agreement;          “Transaction  Documents”  means  this  Agreement  and  all  agreements  entered  into         pursuant to this Agreement, and “Transaction Document” means any one of them;          “Transfer” has the meaning given to it in the Shareholders’ Agreement; and          “VAT”  means  within  the  European  Union  such Taxation  as  may  be  levied  in  accordance         with  (but  subject  to  derogations  from)  Council Directive 2006/112/EC  and  outside  the         European Union any similar Taxation levied by reference to added value or sales.    1.2    Singular, plural, gender         References to one gender include all genders and references to the singular include the         plural and vice versa.                                                 6  





 






    1.3    References to persons and companies         References to:          1.3.1  a person include any company, partnership or unincorporated association (whether                or not having separate legal personality); and          1.3.2  a  company  include  any  company,  corporation  or  body  corporate,  wherever                incorporated.   1.4    References to subsidiaries and holding companies         The  words  “holding  company”,  “parent  undertaking”,  “subsidiary”  and  “subsidiary         undertaking” shall have the same meaning in this Agreement as their respective definitions         in the Companies Act 2006.   1.5    Connected persons         A person shall be deemed to be connected with another if that person is connected with         such other within the meaning of Section 1122 of CTA 2010.   1.6    Schedules etc.         References  to  this  Agreement  shall  include  any Recitals  and  Schedules  to  it  and         references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement.         References to paragraphs and Parts are to paragraphs and Parts of the Schedules.   1.7    Headings         Headings shall be ignored in interpreting this Agreement.   1.8    Reference to documents         References to any document (including this Agreement), or to a provision in a document,         shall  be  construed  as  a  reference  to  such  document  or  provision  as  amended,         supplemented, modified, restated or novated from time to time.   1.9    Modification etc. of statutes         References to a statute or statutory provision include that statute or provision as from time         to  time  modified  or  re-enacted  or  consolidated  whether  before  or  after  the  date  of  this         Agreement  so  far  as  such  modification  or  re-enactment  or  consolidation  applies  or  is         capable  of  applying  to  any  transactions  entered  into  in  accordance  with  this Agreement         provided that nothing in this Clause 1.9 shall operate to increase the liability of any party         beyond that which would have existed had this Clause been omitted.   1.10   Information         References  to  books,  records  or  other  information  mean  books,  records  or  other         information  in  any  form  including  paper,  electronically  stored  data, magnetic  media,  film         and microfilm.   1.11   Legal terms         References  to  any  English  legal  term  shall,  in  respect  of  any  jurisdiction  other  than         England,  be  construed  as  references  to  the  term  or  concept  which  most  nearly         corresponds to it in that jurisdiction.                                                 7  





 






    1.12   Non-limiting effect of words         The  words  “including”,  “include”,  “in  particular”  and  words  of  similar  effect  shall  not  be         deemed to limit the general effect of the words that precede them.   1.13   Extent of obligation to “procure” or “ensure”         If:          1.13.1 a  party  (the  “Obligor”) is  obliged  under  any  provision  of  this  Agreement  to                “procure”  or  “ensure”  that  another  person  performs  (or  refrains  from performing)                any act; and          1.13.2 the  Obligor  does  not  Control  (as  that  term  is  defined  in  the  Shareholders’                Agreement) the other person,          then the Obligor’s obligations under that provision shall be limited to:          1.13.3 if the Obligor holds any voting securities in the capital of the other party, exercising                all voting rights attaching to those securities; and          1.13.4 if the Obligor is party to any agreement relating to the management and control of                the  other  person  (including,  in  the  case  of  the  GasD  Group,  the  Shareholders’                Agreement), exercising all rights available to it under such agreement,          in each case for the purposes set out in the relevant provision of this Agreement.   1.14   Payments         All payments to be made pursuant to or in connection with this Agreement shall be made in         pounds  Sterling,  being  the  lawful  currency  of  the  United  Kingdom,  unless  otherwise         indicated.   2      Acquisition of the Remaining Sale Assets   2.1    Remaining Shares         2.1.1  On and subject to the terms of this Agreement the Seller shall sell, and the Investor                shall purchase, the Remaining Shares.          2.1.2  The Remaining Shares shall be sold by the Seller with full title guarantee, free from                any Encumbrances and together with all rights and advantages attaching to them                as at Remaining Closing (including the right to receive all dividends or distributions                declared in respect of such Remaining Shares on or after Remaining Closing).          2.1.3  All of the Remaining Shares (and not some only) shall be acquired by the Investor.   2.2    Seller Debt         On and subject to the terms of this Agreement the Seller shall, or shall procure that any of         its Affiliates shall, assign to the Investor the Seller Debt (including any accrued but unpaid         interest).   2.3    Additional Investment         If any Shares (other than any Debt Capitalisation Shares) are to be issued for value or new         Debt is to be contributed by any of the Shareholders between the date of this Agreement         and Remaining Closing (the “Additional Investment”), the parties undertake, following the                                                 8  





 






           date of this Agreement and prior to Remaining Closing, to enter into good faith discussions         to agree,  prior to such Additional Investment being completed, such amendments to this         Agreement as the parties deem necessary or appropriate to reflect the impact of (and any         further consideration for) the Additional Investment, it being the intention of the parties to         ensure that under this Agreement the Investor will acquire from the Seller:           2.3.1  25 per cent. of the entire issued share capital of GasD HoldCo; and           2.3.2  subject  to  any  Debt  acquired or  to  be  acquired by  the  Investor from  the  Seller                pursuant to the Further Acquisition Agreement, any Debt owed by GasD HoldCo to                the Seller and/or its Affiliates.           For  the  avoidance  of doubt, no  amendment  made  to  this  Agreement  pursuant  to this         Clause 2.3 shall result in a reduction of the amount of the Remaining Acquisition Payment         to  be  paid  for  the Remaining Sale  Assets (as  defined  before  giving  effect  to  such         amendment to this Agreement in respect of the Additional Investment) in accordance with         this Agreement.    2.4    Seller undertaking         Subject  always  to  the  terms  of  the Further Acquisition Agreement, the Seller  undertakes         that it will not:          2.4.1  Transfer any Interest in any Shares, including any Debt Capitalisation Shares; or          2.4.2  (i) sell, assign, transfer or otherwise dispose of, or grant any option over; (ii) create                or  permit  to  subsist  any Encumbrance  over;  (iii)  enter  into  any  agreement  in                respect  of  any  rights  attached  to;  or  (iv)  renounce  or  assign  any  right  to  receive                payment in respect of, Debt,          if and to the extent that such Transfer or such sale, assignment, transfer, disposal, grant,         Encumbrance, entry into agreement or renunciation (as the case may be) would prevent         the Seller from satisfying its obligations under this Agreement consequent upon the giving         of a Sell Notice or a Purchase Notice (as the case may be).   2.5    Threshold Transfer         The entry into the Remaining Subscription Agreement by the parties thereto will constitute         a  Threshold  Transfer. Each  of  the  parties  undertakes  to  the  other  to  comply  with  its         respective  obligations  pursuant  to  clause  20.5  of  the  Shareholders’  Agreement  in         connection with such Threshold Transfer.   3      Consideration   3.1    Amount         3.1.1  The amount of the consideration to be paid by the Investor for the assignment of                the Seller Debt under this Agreement shall be an amount equal to the sum of the                outstanding principal of, and accrued but unpaid interest on, such Seller Debt as at                the Remaining Closing Date (the “Remaining Debt Consideration”).           3.1.2  The amount of the consideration to be paid by the Investor for the purchase of the                Remaining Shares under this Agreement shall be an amount equal to:                 (i)    the Remaining Acquisition Payment; less                                                  9  





 






                  (ii)   the Remaining Debt Consideration,                         (the “Remaining Share Consideration”).   3.2    Payment of Remaining Acquisition Payment         The  Remaining Acquisition  Payment shall  be  paid  by  way  of  cash  payment  pursuant  to         Clause 6.54.   3.3    Adjustment to the Remaining Share Consideration         If any payment is made by the Seller to the Investor in respect of any claim for any breach         of  this  Agreement  (or  any  agreement  entered  into  under  this  Agreement),  the  payment         shall  be  treated so  far  as  lawfully  possible as  an  adjustment  of  the Remaining Share         Consideration that  is paid  by  the Investor on  the Remaining Closing  Date for  the         Remaining Shares under this Agreement and the Remaining Share Consideration shall be         deemed to have been reduced by the amount of such payment.   4      Sell Notice and Purchase Notice   4.1    Sell Notice         4.1.1  In consideration of the promise by the Investor, if demanded, to pay £1.00 to the                Seller  with  effect  from  the  date  of  this  Agreement,  the Seller may  require  the                Investor to acquire the Remaining Sale Assets on the terms of this Agreement by                giving the Investor not less than six months’ prior written notice substantially in the                form set out in Schedule 5 (the “Sell Notice”).           4.1.2  The  Sell Notice  shall  specify  the  Remaining Closing  Date  which  shall  be  a                Business Day in the period between 1 March 2019 and  30 June 2019 (inclusive),                or such other time period as the parties may agree in writing.          4.1.3  The Sell Notice, once given by the Seller, may not be revoked without the written                consent of the Investor.           4.1.4  If  the  Seller  has  not  given  a  Sell  Notice  to  the  Investor  by 5.00  p.m.  on 31                December 2018   in accordance with Clause 4.1 then Clause 4.1.1 shall terminate                and the Seller shall cease to have any further rights thereunder.   4.2    Purchase Notice         4.2.1  In  consideration  of  the  promise  by  the  Seller,  if  demanded,  to  pay  £1.00 to  the                Investor with effect from the date of this Agreement, if the Seller has not given a                Sell Notice to the Investor by 5.00 p.m. on 31 December 2018 in accordance with                Clause 4.1 the Investor may at any time in the period between 1 January 2019 and                30 April 2019 require the Seller to sell the Remaining Sale Assets on the terms of                this Agreement by giving not less than six months’ prior written notice substantially                in the form set out in Schedule 6 (the “Purchase Notice”).           4.2.2  The  Purchase  Notice  shall  specify  the Remaining Closing  Date  which  shall  be  a                Business Day in the period between 1 July 2019 and 31 October 2019 (inclusive),                or such other time period as the parties may agree in writing.          4.2.3  The Purchase Notice, once given by the Investor, may not be revoked without the                written consent of the Seller.                                                10  





 






           4.2.4  If: (a) if the Seller has not given a Sell Notice to the Investor by 5.00 p.m. on 31                December  2018  in  accordance  with  Clause 4.1;  and  (b)  the  Purchaser  has  not                given a Purchase Notice to the Seller in accordance with Clause 4.2.1 by 5.00 p.m.                on  30  April  2019,  then  this  Agreement  (other  than  the  Surviving  Clauses)  shall                automatically  terminate  with  immediate effect  at  5.00  p.m.  on 30 April  2019 and                neither the Seller nor the Investor shall have any Claim against the other under it,                save in relation to any breach that occurred prior to the time of such termination.   4.3    No obligation to Serve Sell Notice or Purchase Notice         This Agreement does not impose any obligation on:          4.3.1  the Seller to serve a Sell Notice; or           4.3.2  the Investor to serve a Purchase Notice.   5      Conditions   5.1    Permitted Regulatory Conditions         5.1.1  The Investor and the Seller shall, subject to Clause 5.2.3, have the right to require                that  Remaining  Closing  is  conditional  on  the  satisfaction  of  any  Permitted                Regulatory Conditions or adjustments to existing Permitted Regulatory Conditions,                but  only  to  the  extent  the  parties  agree  (acting  reasonably)  that  such Permitted                Regulatory  Conditions  (or  adjustments  to  the  same)  are  necessary  to  be  able  to                complete  lawfully  the  transfer  of  the  Remaining  Sale  Assets.  This  right  can  be                exercised by the party:                 (i)    delivering a Sell Notice or a Purchase Notice, by identifying any Permitted                       Regulatory Condition in its notice; or                 (ii)   receiving a Sell Notice or a Purchase Notice, by delivering written notice to                       the  other  party  of  any  Permitted  Regulatory  Condition  within  ten  (10)                       Business Days of its receipt of such notice.          5.1.2  Notwithstanding any other provision of this Agreement, the Investor and the Seller                hereby agree that the following shall constitute a Permitted Regulatory Condition to                the extent that the Transaction either constitutes (or is deemed to constitute under                Article  4(5))  a  concentration falling within  the  scope  of  Council  Regulation  (EC)                139/2004 (as amended) (the “Regulation”) or is to be examined by the European                Commission as a result of a decision under Article 22(3) of the Regulation:                 (i)    the  European  Commission  taking  a  decision  (or  being  deemed  to  have                       taken  a  decision)  under Article 6(1)(b)  or, if  the  Commission  has  initiated                       proceedings  pursuant  to  Article  6(1)(c), under  Article  8(1)  or  8(2)  of  the                       Regulation  declaring  the  Transaction  compatible  with  the  internal  market,                       without  imposing  any  conditions  or  obligations  that  are  not  on  terms                       reasonably satisfactory to the parties; or                  (ii)   the  European  Commission  taking  a  decision  (or  being  deemed  to  have                       taken  a  decision)  to  refer  the  whole  or  part  of  the  Transaction  to  the                       competent authorities of one or more Member States under Articles 4(4) or                       9(3) of the Regulation; and                                                11  





 






                         (a)   each such authority taking a decision with equivalent effect to Clause                             5.1.2(i)  with respect to those parts  of the Transaction referred  to it;                             and                        (b)   the  European  Commission  taking  any  decisions  under  Clause                             5.1.2(i) with respect to any part of the Transaction retained by it.          5.1.3  The satisfaction of any Permitted Regulatory Condition required pursuant to Clause                5.1.2 shall be the responsibility of the Investor.   5.2    Responsibility for satisfaction         5.2.1  If either the Seller or the Investor exercises its rights under Clause 5.1, then each                of  the  Seller  and  the  Investor shall  use  all  reasonable  endeavours  and  take  all                steps necessary to ensure the satisfaction of any Permitted Regulatory Condition                applying to it as soon as reasonably practicable after the delivery of a Sell Notice                or  a  Purchase  Notice  (as  the  case  may  be) and  in  any  event  so  as  to  enable                Remaining Closing to occur before the Long Stop Date, which shall include, but not                be  limited  to,  each  of the  Seller  and  the  Investor  promptly  providing  such                information in relation to itself and the Seller’s Group or the Investor’s Group or any                Investor Shareholder Affiliate (respectively)  and any explanation or clarification of                or  further  information  in  relation  to  any  aspect  of any  Permitted  Regulatory                Condition as  may  be  reasonably  necessary  to  procure  the  satisfaction  of  such                condition before the  Long  Stop  Date  provided  that  this  shall  not  require  either                party, its Affiliates  or  any  Investor  Shareholder Affiliate to take such action  which                would  be  likely  to  have  such  a  detrimental  effect  on  the  current  or  future                development  of  the  business  of  that  party,  its  Affiliates  or  Investor  Shareholder                Affiliates, that it would be unreasonable to expect that party, its Affiliates or Investor                Shareholder Affiliates, to take it.          5.2.2  Each of the Seller and the Investor shall give notice to the other of the satisfaction                of any relevant Permitted Regulatory Condition applying to it within two Business                Days of becoming aware of the same.          5.2.3  Any  party  to  whom  a  Permitted  Regulatory  Condition  applies  may,  in  its  sole                discretion, elect  to  waive,  by  notice  in  writing  to the  other party,  compliance  with                that requirement insofar as it relates to itself.   5.3    Process for satisfaction         5.3.1  Without prejudice to Clause 5.2, the Seller and the Investor agree that all requests                and enquiries from any government, governmental, supranational or trade agency,                court or  other  regulatory  body  which  relate  to  the  satisfaction  of any  Permitted                Regulatory  Condition shall  be  dealt  with  by  the  Seller  and  the  Investor  in                consultation  with  each  other  and  the  Seller  and  the  Investor  shall  promptly  co-               operate  with  and  provide  all  necessary  information  and  assistance  reasonably                required by such government, agency, court or body upon being requested to do so                by the other.          5.3.2  The Seller and the Investor undertake to one another to prepare and submit any                necessary notifications to the relevant Competent Authority which are necessary to                obtain  the  relevant  clearance for a Permitted  Regulatory  Condition as  soon  as                                                12  





 






                  reasonably  practicable  after  the  date  of delivery  of  a  Sell  Notice  or  a  Purchase                Notice.          5.3.3  The  Seller  and  the Investor undertake to  one  another to keep one  another fully                informed as to progress towards satisfaction of any Permitted Regulatory Condition                applying to it and each of them shall provide the other or their nominated advisors                with draft copies of the initial submissions and all material communications to the                Competent Authority in relation to satisfying such condition, allowing the other party                a  reasonable  opportunity  to  provide  comments  on  such  submissions  and                communications  before  they  are  submitted  (other  than  any  part  of such                documentation  and  information  that  contains  commercially  sensitive  information                relating to the business of the Investor’s Group, any Investor Shareholder Affiliate                or the Seller’s Group (as the case may be) and/or is otherwise confidential in the                reasonable assessment of the Investor or the Seller (respectively)).    5.4    Non-satisfaction/waiver         If any Permitted Regulatory Condition is not satisfied or waived by 5.00 p.m. on the Long         Stop Date the Investor or the Seller may, in its sole discretion, terminate this Agreement         (other than the Surviving Clauses) and neither the Seller nor the Investor shall have any         Claim against the other under it, save for any Claim arising from breach of any obligation         contained in Clause 5.2.   6      Remaining Closing   6.1    Date and place         Subject to Clause 5 and Clause 6.2, Remaining Closing shall take place at 10.00 a.m. at         the offices of the Seller’s Lawyers on:          6.1.1  the date set out in the Sell Notice; or, if applicable           6.1.2  the date set out in the Purchase Notice; or          6.1.3  if  the  fulfilment  or  waiver  of  the  requirement  to  satisfy  any Permitted  Regulatory                Conditions (as contemplated in Clause 5) has not occurred prior to the Remaining                Closing Date (being such date as set out in a Sell Notice or Purchase Notice (as                the  case  may  be)),  on  the  date  being  15  Business  Days  following  fulfilment  or                waiver  of  any Permitted  Regulatory  Conditions provided that  the  date  of  such                fulfilment or waiver is not later than the Long Stop Date; or           6.1.4  at  such  other  location  and  at  such  other  time  or  on  such  other  date  as  may  be                agreed in writing between the Investor and the Seller.   6.2    Separate closings         The Further Closing Date shall be not less than one Business Day prior to the Remaining         Closing Date.   6.3    Remaining Closing events         6.3.1  On Remaining Closing:                 (i)    the  Seller  shall  deliver  or  take  (or  cause  to  be  delivered  or  taken)  the                       documents and actions listed in Part A of Schedule 1; and                                                13  





 






                  (ii)   the  Investor  shall  deliver  or  take  (or  cause  to  be  delivered  or  taken)  the                       documents and actions listed in Part B of Schedule 1.          6.3.2  The Seller may  waive some or all of the obligations  of the  Investor as set out in                Part B of Schedule 1 and the Investor may waive some or all of the obligations of                the Seller as set out in Part A of Schedule 1.    6.4    Payment on Remaining Closing         At Remaining Closing, the Investor shall pay the Remaining Acquisition Payment in cleared         funds to the Seller.    6.5    Amendments to the Shareholders’ Agreement         6.5.1  On  the  date  of Remaining Closing,  the  Seller  and  the  Investor  shall,  and  shall                procure  that  the  GasD  Group  Companies  that  are  parties  to  the  Shareholders’                Agreement shall, enter into such documents and pass such resolutions as may be                necessary to amend the Shareholders’ Agreement such that:                 (i)    clauses  6.2.1  to  6.2.3  (inclusive)  of  the  Shareholders’  Agreement  shall                       constitute “Surviving Provisions” as defined in, and for the purpose of, the                       Shareholders’ Agreement to the extent that they relate to any Tax Matters                       or Tax Documents  (each as defined in the Shareholders’ Agreement) that                       relate to or may affect the liability to Taxation, liability under Schedule 11 to                       the  Acquisition  Agreement,  effectiveness  of  a  Degrouping  Election  (as                       defined in the Acquisition Agreement) or right to payment, set-off or credit                       under  Schedule  11  to  the  Acquisition  Agreement,  in  each  case,  of  a                       member of the Seller’s Group; and                  (ii)   clause 6.9  of  the  Shareholders’  Agreement  shall  constitute  a  “Surviving                       Provision”  as  defined  in,  and  for  the  purpose  of,  the  Shareholders’                       Agreement.   6.6    Breach of Remaining Closing obligations         If a party fails to comply with any material obligation in Clauses 6.3, 6.4, or Schedule 1, the         Investor,  in  the  case  of  non-compliance  by  the  Seller,  or  the  Seller,  in  the  case  of  non-        compliance  by the Investor,  shall  be  entitled  (without  prejudice  to  the  right  to  claim         damages or other compensation) by written notice to the other served on the Remaining         Closing Date:          6.6.1  provided  that Remaining Closing  has  been  deferred  under  Clause 6.6.3 by  the                party  serving  notice  hereunder  on  not  less  than  two  occasions, to  terminate  this                Agreement (other than the Surviving Clauses) without liability on their part;           6.6.2  to  effect Remaining Closing  so  far  as  practicable  having  regard  to  the  defaults                which have occurred; or          6.6.3  to fix a new date for Remaining Closing in which case the provisions of Schedule 1                shall  apply  to Remaining Closing  as  so  deferred but  provided  such  deferral  may                only occur once.                                                14  





 






    7      Warranties   7.1    The Seller’s Warranties         The Seller warrants to the Investor that:           7.1.1  the statements set out in Schedule 2 are true and accurate as of the date of this                Agreement; and          7.1.2  the  statements  set  out  in Schedule  2 will  be  true  and  accurate  at Remaining                Closing as if they had been repeated at Remaining Closing.    7.2    The Investor’s warranties         The Investor warrants to the Seller that:           7.2.1  the statements set out in Schedule 3 are true and accurate as of the date of this                Agreement; and          7.2.2  the statements  set  out  in Schedule  3 will  be  true  and  accurate  at Remaining                Closing as if they had been repeated at Remaining Closing.   8      Confidentiality   8.1    Announcements         Until the earlier of Remaining Closing  and  the  Long  Stop  Date,  no  announcement,         communication  or  circular  in  connection  with  the  existence  or  the  subject  matter  of  this         Agreement shall be made or issued by or on behalf of any member of the Seller’s Group or         any member of the Investor’s Group or any GasD Group Company without the prior written         approval  of  the  Seller  and the Investor.  This  shall  not  affect  any  announcement,         communication, or circular required by law or any governmental or regulatory body or the         rules of any stock exchange on which the shares of either party or its holding company are         listed, but  the  party  with  an  obligation  to  make  an  announcement  or  communication  or         issue a circular (or whose holding company has such an obligation) shall consult with the         other party (or shall procure that its holding company consults with the other party) insofar         as is reasonably practicable before complying with such an obligation.    8.2    Confidentiality         8.2.1  Subject to Clauses 8.1 and 8.2.2, each of the Seller and the Investor shall treat as                strictly confidential and not disclose or use any confidential information received or                obtained as a result of entering into this Agreement (or any agreement entered into                pursuant to this Agreement) which relates to:                 (i)    the existence and the provisions of this Agreement and of any agreement                       entered into pursuant to this Agreement; or                 (ii)   the  negotiations  relating  to  this  Agreement  (and  any  such  other                       agreements);                 (iii)  (in the case of the Seller) any information relating to the business, financial                       or other affairs (including future plans and targets) of the Investor’s Group;                       or                                                15  





 






                  (iv)   (in  the  case  of  the  Investor)  any  information  relating  to  the  business,                       financial or other affairs (including future plans and targets) of the Seller’s                       Group as constituted after Remaining Closing.          8.2.2  Clause  8.2.1 shall  not  prohibit  disclosure  or  use  of  any  information  if  and  to  the                extent:                 (i)    the  disclosure  or  use  is  required  by  the  Laws,  any  governmental  or                       regulatory body or any stock exchange on which the shares of a party or its                       holding company are listed (including where this is required as part of any                       actual or potential offering, placing and/or sale of securities of any member                       of the Seller’s Group or the Investor’s Group);                  (ii)   the disclosure or use is required to vest the full benefit of this Agreement in                       the Seller or the Investor;                 (iii)  the disclosure or use is required for the purpose of any judicial proceedings                       arising out of this Agreement or any other Transaction Document;                 (iv)   the disclosure is made to a Tax Authority in connection with the Tax affairs                       of the disclosing party or any other entity  with which it is grouped for Tax                       purposes;                 (v)    the disclosure is made to a party to whom assignment is permitted under                       Clause  9.3.2 on  terms  that  such  assignee  undertakes  to  comply  with  the                       provisions  of  Clause 8.2.1 in  respect  of  such  information  as  if  it  were  a                       party to the Agreement;                 (vi)   the disclosure is made to professional advisers of either party on terms that                       such  professional  advisers  undertake  to  comply  with  the  provisions  of                       Clause  8.2.1 in respect of such information as if they were a party to this                       Agreement;                 (vii)  the information is or becomes publicly available (other than by breach of a                       Confidentiality  Agreement,  the  Acquisition  Agreement, the  Further                       Acquisition Agreement, the Shareholders’ Agreement or of this Agreement);                 (viii) the other party has given prior written approval to the disclosure or use;                 (ix)   permitted by the Shareholders’ Agreement; or                 (x)    the information is independently developed after Remaining Closing,                 provided  that  prior  to  disclosure  or  use  of  any  information  pursuant  to  Clause                8.2.2(i), (ii) or (iii), the party concerned shall, where not prohibited by law, consult                with  the  other  party  insofar  as  is  reasonably  practicable  before  making  such                disclosure or use.   9      Other Provisions   9.1    Further assurances         Each  of  the parties shall,  and  shall  use  reasonable  endeavours  to  procure  that  any         necessary third party shall, from time to time execute such documents and perform such         acts and things as either of them may reasonably require to give the other the full benefit of         this Agreement.                                                16  





 






    9.2    Whole agreement         9.2.1  This Agreement, the Acquisition Agreement, the Further Acquisition Agreement and                the  Shareholders’  Agreement contain  the  whole  agreement  between  the parties                relating  to  the subject  matter  of  this  Agreement to  the  exclusion  of  any  terms                implied  by  law  which  may  be  excluded  by  contract  and  supersede  any  previous                written  or  oral  agreement  between  the  Seller and the Investor in  relation  to  the                Transaction.          9.2.2  Each party agrees and acknowledges that, in entering into this Agreement, it is not                relying on any representation, warranty or undertaking not expressly incorporated                into it.          9.2.3  Each  party agrees and acknowledges that its only right and remedy in relation to                any representation, warranty or undertaking made or given in connection with this                Agreement  shall  be  for  breach  of  the  terms  of this  Agreement and  each  of  the                Seller and the Investor waives all other rights and remedies (including those in tort                or  arising  under statute)  in  relation  to  any  such  representation,  warranty  or                undertaking.          9.2.4  No party shall be entitled to rescind or terminate this Agreement (whether before or                after Remaining Closing) for breach of any representation, warranty or undertaking                set  out  in  this Agreement,  other  than  pursuant  to  any  such  rights  which  arise  in                respect of fraud.          9.2.5  Nothing in this Clause 9.2 excludes or limits any liability for fraud.   9.3    Assignment         9.3.1  Except  as  permitted  by  Clause 9.3.2 or  Clause 9.3.3, no party  may  without  the                prior written consent of the other party assign, grant any security interest over, hold                on trust or otherwise transfer the benefit of the whole or any part of this Agreement.          9.3.2  The  Seller may  without  the  consent  of  the Investor assign  to a member  of  the                Seller’s Group the benefit of the whole or any part of this Agreement provided that:                 (i)    if the assignee ceases to be a member of the Seller’s Group, it shall, before                       ceasing  to  be  so, assign the  benefit  so far  as  assigned  to  it  back  to that                       party or assign the benefit to another member of the Seller’s Group, as the                       case may be; and                  (ii)   the  assignee  shall  not  be  entitled  to  receive  under  this  Agreement  any                       greater amount than that to which the Seller would have been entitled.          9.3.3  The  Investor  may  at  any  time  assign  by  way  of  security  or  grant  any  charge  or                other security interest over, all or any part of the benefit of, or its rights or benefits                under, this Agreement and/or any other Transaction Document to any person who                has agreed at any time to provide finance to the Investor or any other member of                the  GasD  Group  and/or  to  any  agent  or  trustee  of  such  person,  provided  that,                where  the Investor or any  member  of  the GasD  Group  assigns the benefit  of,  or                grants any charge or other security interest over, this Agreement and/or any other                Transaction Document in whole or in part to any other person, the liabilities of the                Seller  under this Agreement, or  any other Transaction Document so assigned, to                the Investor or the relevant member of the GasD Group and the assignee(s) (taken                                                17  





 






                  together)  shall  be  no  greater  than  such  liabilities  would  have  been  had  the                assignment not occurred.   9.4    Third party rights         A person who is not a party to this Agreement has no right under the Contracts (Rights of         Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Agreement.   9.5    Variation         No  variation  of  this Agreement  shall  be  effective  unless  in  writing  and  signed  by  or  on         behalf of each of the parties.   9.6    Method of payment and set off         9.6.1  Any payments pursuant to this Agreement shall be made in full, without any set off,                counterclaim,  restriction  or  condition  and  without  any  deduction  or  withholding                (save as may be required by law or as otherwise agreed).          9.6.2  Any payments pursuant to this Agreement shall be effected by crediting for same                day value the account specified by the Seller or the Investor (as the case may be)                on  behalf  of  the  party  entitled  to  the  payment  (reasonably  in  advance  and  in                sufficient detail to enable payment by telegraphic or other electronic means to be                effected) on or before the due date for payment.          9.6.3  Payment of a sum in accordance with this Clause 9.6 shall constitute a payment in                full of the sum payable and shall be a good discharge to the payer (and those on                whose  behalf  such  payment  is  made)  of  the  payer’s  obligation  to make  such                payment and the payer (and those on whose behalf such payment is made) shall                not be obliged to see to the application of the payment as between those on whose                behalf the payment is received.   9.7    Costs         9.7.1  The Seller shall bear all costs incurred by it and the Seller’s Group in connection                with the preparation, negotiation and entry into of this Agreement and the sale of                the Remaining Sale Assets.          9.7.2  The  Investor shall  bear  all  such  costs  incurred  by  it  in  connection  with  the                preparation, negotiation and entry into of this Agreement and the purchase of the                Remaining Sale Assets.    9.8    Stamp Duty and Transfer Taxes          The Investor shall bear the cost of all stamp duty, SDRT and all registration and transfer         taxes and duties or their equivalents (and, in each case, any interest thereon or penalty in         respect  thereof) in  all  jurisdictions  where  such  fees,  taxes  and  duties are  payable  as  a         result  of  the sale  and  purchase  of  the Remaining Sale  Assets. The  Investor shall  be         responsible for arranging the payment of such stamp duty, SDRT and all other such fees,         taxes                                                                            and                                                18  





 






FOIA confidential treatment requested: [***] indicates that certain information contained herein  has been omitted and filed separately with the Securities and Exchange Commission. Confidential  treatment has been requested with respect to such omitted portions.           duties,  including  fulfilling  any  administrative  or  reporting  obligation  imposed  by  the         jurisdiction in question in connection with such payment. The Investor shall indemnify the         Seller or any other member of the Seller’s Group against any Losses suffered by the Seller         or  member  of  the  Seller’s Group  as  a  result  of the  Investor failing  to  comply  with  its         obligations under this Clause 9.8.    9.9    Interest         If a party defaults in the payment when due of any sum payable under this Agreement, its         liability  shall  be  increased  to  include  interest  on  such  sum  from  the  date when  such         payment is due until the date of actual payment (after as well as before judgment) at a rate         per annum of 2 per cent. above LIBOR. Such interest shall accrue from day to day.   9.10   VAT         9.10.1 Where  under  the  terms  of  this  Agreement  one  party  is  liable  to  indemnify  or                reimburse another party in respect of any costs, charges or expenses, the payment                shall include an amount equal to any VAT thereon not otherwise recoverable by the                other party or the representative member of any VAT group of which it forms part,                subject to that person or representative member using reasonable endeavours to                recover such amount of VAT as may be practicable.           9.10.2 If  any  payment  under  this Agreement  constitutes  the  consideration  for  a  taxable                supply  for  VAT  purposes,  then: (i)  the supplier shall  provide  to  the  payer  a  valid                VAT  invoice; and  (ii)  except  where  the  reverse  charge  procedure  applies,  and                subject to the provision of a valid VAT invoice in accordance with (i), in addition to                that payment the payer shall pay any VAT due.    9.11   Notices         9.11.1 Any  notice  or  other  communication  in  connection  with  this  Agreement  (each,  a                “Notice”) shall be:                 (i)    in writing; and                 (ii)   delivered by hand, email, recorded or special delivery or courier.          9.11.2 A Notice to the Seller shall be sent to the following address, or such other person                or address as the Seller may notify to the Investor from time to time:                 NATIONAL GRID HOLDINGS ONE PLC                  Registered office of National Grid Holdings One plc from time to time                 Email: [***]                 Attention: Group General Counsel and Company Secretary                 With a copy by email to:                 Email: [***]          9.11.3 A Notice to the Investor shall be sent to the following address, or such other person                or address as the Investor may notify to the Seller from time to time:                 QUADGAS INVESTMENTS BIDCO LIMITED                 18 St Swithin’s Lane London EC4N 8AD                                                19  





 






FOIA confidential treatment requested: [***] indicates that certain information contained herein  has been omitted and filed separately with the Securities and Exchange Commission. Confidential  treatment has been requested with respect to such omitted portions.                  Attention: The Directors                 With a copy by email to:                 Email: [***]          9.11.4 A  Notice  shall  be  effective  upon  receipt  and  shall  be  deemed  to  have  been                received:                 (i)    at 9.00 a.m. on the second Business Day following the date of posting, in                       the case of recorded delivery;                 (ii)   at the time of delivery, if delivered by hand or courier; or                 (iii)  at the time of sending, if sent by email, provided that receipt shall not occur                       if the sender receives an automated message indicating that the email has                       not been delivered to the recipient.   9.12   Amendments to the Further Acquisition Agreement         9.12.1 On  and  with  effect  from  the  date  of  this  Agreement,  the  Further  Acquisition                Agreement shall be amended as follows:                 (i)    the  words  “(excluding  the  GasD  OpCo  Adjustment  (as  defined  in  the                       Acquisition Agreement) of £32,711,401)” shall be inserted in the definition                       of “Distribution Amount” after the words “any Debt actually paid or repaid”;                  (ii)   the  words “in each case prior to” in the definition of “Distribution Amount”                       shall  be  deleted  and  substituted  with  the  words  “in  each  case  between                       Closing and”;                 (iii)  the  words  “Email: [***]”  in  clause  9.11.3  of  the  Further  Acquisition                       Agreement  shall  be  deleted  and substituted  with  the  words  “Email: [***]”;                       and                  (iv)   the words “With a copy to: [***]” in schedule 6 (Sell Notice) of the Further                       Acquisition  Agreement  shall  be  deleted  and  substituted  with  the  words                       “With a copy to: [***]”.           9.12.2 This Clause 9.12  is supplemental to the Further Acquisition Agreement and shall                be  read  and  construed  as  one  instrument  together  with  the  Further  Acquisition                Agreement.  Except  as  amended  by  this Clause  9.12,  the  Further  Acquisition                Agreement shall continue in full force and effect.   9.13   Invalidity         9.13.1 If  any  provision  in  this  Agreement  shall  be  held  to  be  illegal,  invalid  or                unenforceable, in whole or in part, the provision shall apply with whatever deletion                or  modification  is  necessary  so  that  the  provision  is  legal,  valid  and  enforceable                and gives effect to the commercial intention of the parties.          9.13.2 To the extent it is not possible to delete or modify the provision, in whole or in part,                under Clause  9.13.1, then such provision or part of it shall, to the extent that it is                illegal, invalid or unenforceable, be deemed not to form part of this Agreement and                the  legality,  validity  and  enforceability  of  the  remainder  of  this  Agreement  shall,                subject to any deletion or modification made under Clause 9.13.1, not be affected.                                               20  





 






              9.14   Counterparts         This Agreement  may  be  entered  into  in  any  number  of  counterparts,  all  of  which  taken         together  shall  constitute  one  and  the  same  instrument.  The parties may  enter  into  this         Agreement by executing any such counterpart.   9.15   Governing law and submission to jurisdiction         9.15.1 This  Agreement  and  the  documents  to  be  entered  into  pursuant  to  it,  save  as                expressly referred to therein, and any non-contractual obligations arising out of or                in  connection  with  the  Agreement  and  such  documents shall  be  governed  by                English law.          9.15.2 Each of the Seller and the Investor irrevocably agrees that the courts of England                are to have exclusive jurisdiction to settle any dispute which may arise out of or in                connection with this Agreement and the documents to be entered into pursuant to it                and  that accordingly  any  proceedings  arising  out  of  or  in  connection  with  this                Agreement and the documents to be entered into pursuant to it shall be brought in                such  courts.  Each  of  the  Seller  and the Investor irrevocably  submits  to  the                jurisdiction  of  such  courts and  waives  any  objection  to  proceedings  in  any  such                court on the ground of venue or on the ground that proceedings have been brought                in an inconvenient forum.   9.16   Compliance with anti-bribery and anti-corruption laws         9.16.1 Each party hereby warrants, represents and undertakes to each other party hereto                that, in relation to the negotiation, conclusion and performance of this Agreement:                 (i)    neither it nor any of its Affiliates, or any of its or their respective directors,                       officers,  employees  and  authorized  agents,  has  conducted  any  act  in                       violation of applicable anti-bribery laws; and                 (ii)   it  shall  promptly  notify  each  other  party  if  it  becomes  aware  of  or  has                       specific suspicions that any corruption or bribery occurred.                                                                                 21  





 






    In witness whereof this Agreement has been duly executed and delivered as a deed on the date  first stated above.                                                        SIGNED as a DEED by                            /s/ Chris Waters    Chris Waters  on behalf of NATIONAL GRID  HOLDINGS ONE PLC:                                                   In the presence of:    /s/ Deborah Waller      Name: Deborah Waller                             Address: 1-3 Strand, London WC2N                 5EH        Occupation: Solicitor                                                                                          SIGNED as a DEED by                              QUADGAS INVESTMENTS BIDCO  LIMITED acting by                                                   /s/ Perry Noble    Perry Noble  a Director                                                      /s/ Martin Bradley   Martin Bradley  a Director                             Signature page to Remaining Acquisition Agreement                                                22  





 






                                           Schedule 1                              Remaining Closing Obligations                                         (Clause 6.3)   Part A: Seller’s Obligations   On Remaining Closing, the Seller shall deliver or make available to the Investor the following:    (i)    evidence of the due fulfilment of any Permitted Regulatory Conditions for which the Seller         is responsible;   (ii)   duly  executed instrument(s)  for the transfer of  the Remaining Shares in  favour  of  the         Investor;   (iii)  duly executed instrument(s) for the assignment of the Seller Debt to the Investor;   (iv)   a  power  of  attorney  in  such  form  and  in  favour  of  such  person  as  the  Investor  may         nominate  to  enable  the  Investor  to  exercise  all  rights  of  ownership  over  the Remaining         Shares, including without limitation, voting rights;   (v)    the share certificate(s) representing the Remaining Shares; and   (vi)   evidence  that  the  Seller  is  authorised  to  execute this Agreement  and  each  of  the         Transaction Documents to be executed by the Seller;   (vii)  resignations, in such form as the Investor may reasonably nominate, from their respective         offices of each Director appointed by the Seller; and   (viii) a notification signed on behalf of the Seller informing GasD HoldCo that it ceased to be a         registrable relevant legal entity in relation to GasD HoldCo within the meaning of section         790C Companies Act 2006 (with any applicable modifications) on the Remaining Closing         Date.   Part B: Investor’s Obligations   On Remaining Closing, the Investor shall deliver or make available to the Seller the following:   (i)    evidence  of  the  due  fulfilment  of  any  Permitted  Regulatory  Conditions  for  which  the         Investor is responsible; and   (ii)   evidence  that the Investor is  authorised  to  execute this Agreement and any  other         Transaction Document due to be executed by the Investor.                                                                                                                                               23  





 






                                           Schedule 2                                     Seller’s Warranties                                         (Clause 7.1)   1      Remaining Shares   1.1    The Seller is the sole legal and beneficial owner of the Remaining Shares and has the right         to exercise all voting and other rights over the Remaining Shares.   1.2    The Remaining Shares have been properly and validly issued and allotted, are fully paid or         credited as fully paid and free from all Encumbrances.   1.3    No person has the right (whether exercisable now or in the future and whether contingent         or  not)  to  call  for  the  allotment,  conversion,  issue,  registration,  sale  or  transfer  or         repayment of any share or loan capital or any other security giving rise to a right over the         Remaining   Shares  under  any  option,  agreement  or  other  arrangement  (including         conversion rights and rights of pre-emption) other than pursuant to this Agreement or the         Shareholders’ Agreement.   2      Seller Debt   2.1    The  Seller  is  the sole  legal  and beneficial  owner  of  the Seller Debt and  has  the right  to         receive all amounts of outstanding principal and accrued but unpaid interest in respect of         the Seller Debt from time to time.   2.2    The Seller Debt is free from all Encumbrances.   3      Incorporation          The Seller is validly existing and is a company duly incorporated under the laws of England         and Wales.   4      Authority to enter into Agreement   4.1    The Seller has the legal right and full power and authority to enter into and perform each         Transaction Document to be executed by the Seller.   4.2    Each Transaction Document to be executed by the Seller will, when executed, constitute         valid and binding obligations on the Seller in accordance with its terms.   5      Authorisation          The Seller has taken or will have taken by Remaining Closing all corporate action required         by it to authorise it to enter into and perform each Transaction Document to be executed by         the Seller.                                                          24  





 






                                               Schedule 3                                Warranties given by the Investor                                            (Clause 7.2)   1      Authority and Capacity   1.1    Incorporation         The  Investor is  validly  existing  and  is  a  company  duly  incorporated  under  the  laws  of         England and Wales.   1.2    Authority to enter into Agreement         1.2.1  The  Investor has  the  legal  right  and  full  power  and  authority  to  enter  into  and                perform each Transaction Document to be executed by the Investor.          1.2.2  Each Transaction Document to be executed by the Investor  will,  when executed,                constitute  valid  and  binding  obligations  on the Investor in  accordance  with its                terms.   1.3    Authorisation         The  Investor has taken  or  will  have taken by Remaining Closing all  corporate  action         required by  it to authorise it to enter into and perform each Transaction Document to be         executed by the Investor.   2      Insolvency etc.   2.1    The Investor is not insolvent or unable to pay its debts as they fall due.    2.2    There are no proceedings in relation to any compromise or arrangement with creditors or         any  winding  up,  bankruptcy  or  other  insolvency  proceedings  concerning  any  member  of         the Investor’s Group which may adversely affect the ability of the Investor to comply with         this Agreement and no events have occurred  which, under applicable laws,  would justify         such proceedings.   2.3    So far as the Investor is aware, no steps have been taken to enforce any security over any         assets of any member of the Investor’s Group which may adversely affect the ability of the         Investor to  comply  with this  Agreement and  no  event  has  occurred  to  give  the  right  to         enforce such security.                                                25  





 






                                           Schedule 4                                     Limits and Claims                                  Part A – Seller’s Warranties   1      Limitation of Liability   1.1    Time limitation for breach of the Seller’s Warranties          The  Seller  shall  not  be  liable  for  a  breach  of  any  of  the  Seller’s  Warranties  unless  the         Investor has notified the Seller of the claim specifying the matters set out in paragraph 2.1         within 12 months following the Remaining Closing Date.   1.2    Maximum liability         The aggregate liability of the Seller for breach of any of the Seller’s Warranties shall not         exceed the Remaining Acquisition Payment.    1.3    No double recovery and no double counting         No party may recover for breach of or under this Agreement or otherwise more than once         in respect of the same Losses suffered or amount for which the party is otherwise entitled         to claim (or part of such Losses or amount), and no amount (including any Relief) (or part         of any amount) shall be taken into account, set off or credited more than once for breach of         or under this Agreement or otherwise, with the intent that there will be no double counting         for breach of or under this Agreement or otherwise.   1.4    Mitigation of Losses         The  Investor  shall  procure  that  all  reasonable  steps  are  taken  and  all  reasonable         assistance  is  given  to  avoid or  mitigate  any  Losses  which  in  the  absence  of  mitigation         might give rise to a liability for any claim for breach of the Seller’s Warranties.   1.5    Fraud         None of the limitations contained in this paragraph 1 shall apply to any claim for breach of         the  Seller’s Warranties  to  the  extent  it  arises  or  is  increased  as  a  result  of  fraud  by  the         Seller.   2      Claims   2.1    Notification of potential claims         If the Investor becomes aware of any fact, matter or circumstance that may give rise to a         claim  for  breach  of  any  of  the  Seller’s  Warranties  then the  Investor  shall  as  soon  as         reasonably practicable give a notice in writing to the Seller setting out such information as         is available to the Investor concerning the potential claim.    2.2    Notification of claims         Notice of any claim arising from a breach of any of the Seller’s Warranties shall be given         by the Investor to the Seller within the time limit specified in paragraph 1.1.                                                 26  





 






    2.3    Commencement of Proceedings         Any claim notified pursuant to paragraph 2.2 shall (if it has not been previously satisfied,         settled or withdrawn) be deemed to be irrevocably withdrawn six months after the notice is         given pursuant to paragraph 2.2, unless at the relevant time legal proceedings in respect of         the claim have been commenced by being both issued and served.                                        Part B – Claims Only   For the avoidance of doubt, this Part B of Schedule 4 does not apply to claims for breach of any of  the Seller’s Warranties.    1      Limitation of Liability   1.1    Time limitation for Claims          The  Seller  shall  not  be liable for  any  Claim  unless  a notice of  the  Claim  is  given  by  the         Investor to the Seller within 24 months following the Remaining Closing Date.   1.2    Minimum Claims          1.2.1  The Seller shall not be liable for any individual Claim (or a series of Claims arising                from  substantially  identical  facts  or  circumstances)  where  the  liability  agreed  or                determined for any such Claim or series of Claims does not exceed £5 million.           1.2.2  Where the liability agreed or determined in respect of any Claim or series of Claims                (as the case may be) exceeds the amount referred to in paragraph 1.2.1, the Seller                shall be liable for the full amount of all such Claims and not just the excess.   1.3    Aggregate minimum Claims         1.3.1  The  Seller  shall  not  be  liable  for  any  Claim unless  the  aggregate  amount  of  all                Claims for which the Seller would otherwise be liable exceeds an amount equal to                2 per cent. of the Remaining Acquisition Payment.          1.3.2  Where  the  liability agreed  or  determined  in  respect  of  all Claims referred  to  in                paragraph 1.3.1 exceeds the amount referred to in paragraph 1.3.1, the Seller shall                be liable for the full amount of all such Claims and not just the excess.   1.4    Maximum liability         The aggregate liability of the Seller for all Claims shall not exceed an amount equal to 10         per cent. of the Remaining Acquisition Payment.   1.5    Contingent liabilities         The Seller shall  not  be liable for any Claim in respect of any liability  which is contingent         unless  and  until  such  contingent  liability  becomes  an  actual  liability  and  is  due  and         payable.   1.6    Losses         The Seller shall not be liable for any Claim in respect of any loss of profit, loss of goodwill         or any indirect or consequential losses.                                                27  





 






    1.7    Matters arising subsequent to this Agreement         The Seller shall not be liable for any Claim to the extent that the Losses occasioned by the         Claim have arisen as a result of:          1.7.1  Agreed matters                 any matter or thing done or omitted to be done pursuant to and in compliance with                this Agreement or any other Transaction Document or otherwise at the request in                writing or with the approval in writing of the Investor;          1.7.2  Acts of the Investor                 any  act,  omission  or  transaction  of  the  Investor  or  any  member  of  the  Investor’s                Group or any of the GasD Group Companies, or their respective directors, officers,                employees or agents or successors in title, after Remaining Closing:                 (i)    outside the ordinary course of business; or                 (ii)   otherwise than in  order  to  comply  with  law, pursuant  to  a  legally  binding                       commitment to which the GasD Group is subject on or before  Remaining                       Closing  or  in  accordance  with  or  approved  under  the  Shareholders’                       Agreement;          1.7.3  Changes in legislation, regulation or practice                 (i)    the passing of, or any change in, after the date of this Agreement, any law,                       rule, regulation or administrative practice of any government, governmental                       department, agency or regulatory body, including (without prejudice to the                       generality  of  the  foregoing)  any  increase  in  the  rates  of  Taxation  or  any                       imposition of Taxation or any withdrawal of relief from Taxation not actually                       (or prospectively) in effect at the date of this Agreement;                  (ii)   any  change  after  the  date  of  this  Agreement  of  any  generally  accepted                       interpretation or application of any legislation; or                 (iii)  any  change  after  the  date  of  this  Agreement  of  any  generally  accepted                       accounting principles, procedure or practice; or          1.7.4  Accounting and Taxation policies                 any change in accounting or Taxation policy, bases or practice of the Investor, the                Investor’s Group or the GasD Group Companies introduced or having effect after                the date of this Agreement.   1.8    Insurance         The Seller shall not be liable for any Claim to the extent that the Losses in respect of which         the Claim is made: (i) are covered by a policy of insurance; or (ii) would have been covered         if the policies  of insurance for the benefit of the GasD Group Companies  in force at the         date  of Remaining Closing  had  been  maintained  after Remaining Closing  on  no  less         favourable terms.   1.9    Investor’s right to recover         1.9.1  Recovery for Actual Liabilities                                                28  





 






                  The Seller shall not be liable to pay an amount in discharge of any Claim unless                and until the liability for which the Claim is made has become due and payable.          1.9.2  Prior to recovery from the Seller etc.                 If, before the Seller pays an amount in discharge of any Claim, the Investor, any                member  of  the  Investor’s  Group  or  any  GasD Group  Company recovers  or  is                entitled  to  recover  (whether  by  payment,  discount,  credit,  relief,  insurance  or                otherwise) from a third party a sum which indemnifies or compensates the Investor,                any member of the Investor’s Group or any GasD Group Company (in whole or in                part) for the loss or liability which is the subject matter of the Claim, the Investor                shall  procure  that,  before  steps  are  taken  to  enforce  a Claim against  the  Seller                following  notification  under  paragraph 2.2 or  under  any  other  Transaction                Document, all reasonable steps are taken to enforce the recovery against the third                party  and  any  actual  recovery  (less any  Taxation  suffered  thereon  and any                reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the                case may be, such Claim to the extent of such recovery.          1.9.3  Following Recovery from the Seller etc.                 (i)    If  the  Seller  has  paid  an  amount  in  discharge  of  any Claim and                       subsequently  the  Investor,  any  member  of  the  Investor’s  Group  or  any                       GasD   Group  Company    is  entitled  to  recover  (whether  by  payment,                       discount,  credit, relief,  insurance  or  otherwise)  from  a  third  party  a  sum                       which  indemnifies  or  compensates  the  Investor,  any  member  of  the                       Investor’s Group or any GasD Group Company (in whole or in part) for the                       loss or liability which is the subject matter of the Claim, the Investor shall                       procure  that  all  steps  are  taken  as  the  Seller  may  reasonably  require  to                       enforce such recovery  and  shall  pay  to the  Seller  as  soon  as  practicable                       after receipt an amount equal to: (i) any sum recovered from the third party                       less  any  Taxation  suffered  thereon  and less  any  costs  and  expenses                       incurred  in  obtaining  such  recovery;  or,  if  less,  (ii)  the  amount  previously                       paid by the Seller to the Investor; and                  (ii)   Any payment made by the Investor to the Seller under this paragraph 1.9.3                       shall, to the extent possible, be made by way of further adjustment of the                       Remaining  Share  Consideration and  the  provisions  of  Clause 3.3 shall                       apply mutatis mutandis.   1.10   No double recovery and no double counting         No party may recover for breach of or under this Agreement or otherwise more than once         in respect of the same Losses suffered or amount for which the party is otherwise entitled         to claim (or part of such Losses or amount), and no amount (including any Relief) (or part         of any amount) shall be taken into account, set off or credited more than once for breach of         or under this Agreement or otherwise, with the intent that there will be no double counting         for breach of or under this Agreement or otherwise.    1.11   Mitigation of Losses         The  Investor  shall  procure  that  all  reasonable  steps  are  taken  and  all  reasonable         assistance  is  given  to  avoid  or  mitigate  any  Losses  which  in  the  absence  of  mitigation         might give rise to a liability for any claim for breach of or under this Agreement.                                                29  





 






    1.12   Fraud         None of the limitations contained  in this Part  B shall apply  to any claim for breach of or         under  this Agreement  to  the  extent  it  arises  or  is  increased  as  a  result  of  fraud  by  the         Seller.   2      Claims   2.1    Notification of potential Claims         If the Investor becomes aware of any fact, matter or circumstance that may give rise to a         Claim or a Cornerstone Claim then the Investor shall as soon  as reasonably  practicable         give  a  notice  in  writing  to  the  Seller  setting  out  such  information  as  is  available  to the         Investor concerning the potential Claim or Cornerstone Claim.    2.2    Notification of Claims         Notice  of  any  Claim shall  be  given  by  the  Investor to  the  Seller  within  the  time  limits         specified in paragraph 1.1 of this Part B.    2.3    Commencement of proceedings         Any  Claim  notified  pursuant  to  paragraph 2.1 or 2.2 shall  (if  it  has  not  been  previously         satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn six months after:          2.3.1  the notice is given pursuant to paragraph 2.1 or 2.2 (as the case may be); or          2.3.2  where paragraph 1.5 applies, a contingent liability becomes an actual liability,          unless  at  the  relevant  time  legal  proceedings  in  respect  of  the Claim have  been         commenced by being both issued and served.   2.4    Investigation by the Seller         In connection with any matter or circumstance that may give rise to a Claim:          2.4.1  the Investor on the one hand and the Seller on the other hand shall allow, and shall                procure  that  the  relevant  GasD Group  Company allows,  the  other  party  and  its                financial,  accounting  or  legal  advisers  to  investigate  the  matter  or  circumstance                alleged  to  give  rise  to  the Claim and  whether  and  to  what  extent  any  amount  is                payable in respect of such Claim; and          2.4.2  the  Investor  on  the  one  hand  shall  disclose to  the  Seller  on  the  other  hand  all                material of which the Investor is aware which relates to the Claim and shall procure                that  any  other  GasD  Group  Companies  shall  give,  subject  to  their  being  paid  all                reasonable  costs  and  expenses,  all  such  information  and assistance,  including                access  to  premises  and  personnel, making  such  personnel  available  for  factual                interviews,  preparation  for  testimony,  giving  evidence,  producing  affidavits  and                other  similar  activities, and  the  right  to  examine  and  copy  or  photograph any                assets, accounts, documents and records, as the Seller or its financial, accounting                or  legal  advisers  may  reasonably  request  subject  to  the  Seller  agreeing  in  such                form  as  the  Investor  may  reasonably  require  to  keep  all  such  information                confidential  and to  use  it  only  for  the  purpose  of  investigating  and defending  the                Claim                               in                               question.                                               30  





 






FOIA confidential treatment requested: [***] indicates that certain information contained herein  has been omitted and filed separately with the Securities and Exchange Commission. Confidential  treatment has been requested with respect to such omitted portions.                                           Schedule 5                                         Sell Notice   To:    Quadgas Investments Bidco Limited         18 St Swithin’s Lane         London EC4N 8AD         United Kingdom          Attention: The Directors          With a copy to: [***]                                                                                    [Date] 2018  Dear Sirs,   We, National Grid Holdings One plc, refer to the Remaining Acquisition Agreement dated [●] April  2018 and made between yourselves, and ourselves (the “Agreement”) and to the right granted to  us  pursuant  to  Clause 4.1 of  the  Agreement  to  require  you  to  purchase  the Remaining Sale  Assets. Defined terms in this notice shall have the meanings set out in the Agreement.   This is the Sell Notice referred to in the Agreement.    1      Remaining Sale Assets          We hereby give notice under and pursuant to Clause 4.1 of the Agreement that we wish to         sell to you the Remaining Sale Assets. The Remaining Sale Assets comprise the following:          (i)   Remaining Shares: [Insert number]          (ii)  Seller Debt: [Insert amount]   2      Permitted Regulatory Conditions          [Insert details of any Permitted Regulatory Conditions]   3      Remaining Closing Date          Subject to Clause 6.2 of the Agreement, the Remaining Closing Date shall be [●] 2019.   Yours faithfully,      ____________________   For and on behalf of  National Grid Holdings One plc                                               31  





 






FOIA confidential treatment requested: [***] indicates that certain information contained herein  has been omitted and filed separately with the Securities and Exchange Commission. Confidential  treatment has been requested with respect to such omitted portions.                                           Schedule 6                                      Purchase Notice   To:    National Grid Holdings One plc         1-3 Strand         London WC2N 5EH         United Kingdom          Attention: Group General Counsel and Company Secretary         Email: [***]          With a copy by email to:         Email: [***]                                                                                   [Date] 2019  Dear Sirs,   We, Quadgas Investments Bidco Limited, refer to the Remaining Acquisition Agreement dated [●]  April 2018 and  made  between  yourselves, and ourselves  (the  “Agreement”) and  to  the  right  granted  to  us  pursuant  to  Clause 4.2 of  the  Agreement  to  require  you  to  transfer  to  us  the  Remaining  Sale  Assets.  Defined  terms  in  this  notice  shall  have  the  meanings  set  out  in  the  Agreement.   This is the Purchase Notice referred to in the Agreement.    1      Remaining Sale Assets          We hereby give notice under and pursuant to Clause 4.2 of the Agreement that we wish to         acquire  the Remaining Sale Assets  from  you.  The  Remaining Sale Assets  comprise  the         following:          (i)   Remaining Shares: [Insert number]          (ii)  Seller Debt: [Insert amount]   2      Permitted Regulatory Conditions          [Insert details of any Permitted Regulatory Conditions]   3      Remaining Closing Date          Subject to Clause 6.2 of the Agreement, the Remaining Closing Date shall be [●] 2019.   Yours faithfully,      ____________________   For and on behalf of  Quadgas Investments Bidco Limited                                                  32