Common use of EXIT AND REFINANCING Clause in Contracts

EXIT AND REFINANCING. ‌ 12.1 The Permira Investor shall, in its absolute discretion, establish the timing, structure, pricing and other terms and conditions of: (a) any Exit; or (b) any raising of debt financing or any refinancing of the existing debt or equity financing arrangements of the Group (a Refinancing), provided that any such Refinancing would not be disproportionately adverse to the economic (including capital and income rights) position of, or disproportionately increase‌ the obligations of, the B Shareholders as a whole as compared to the Permira Investor. 12.2 Each Party agrees to take such actions as are reasonably requested by the Board or the Permira Investor to achieve any Exit or Refinancing that has been approved by the Permira Investor (in each case, where the A Ordinary Shares and the B Ordinary Shares are treated equally and the A Preference Shares and B Preference Shares are treated equally), including, in the event of a proposed IPO, agreeing and entering into (if they are considered necessary or desirable by the Permira Investor (acting reasonably) or corporate finance advisers advising on the Exit): (a) such reasonable and customary undertakings in relation to the retention, disposal or manner of disposal of their Securities or any securities they may receive as consideration for their Securities (known as “lock-ups”); or (b) provisions designed to result in an orderly disposal of Securities (or securities received as consideration for their Securities) by the Security Holders. 12.3 Each Party acknowledges and agrees that, in the event of a proposed IPO, if the Permira Investor agrees to accept restrictions on the Transfer of some or all of its Shares or the shares of any other Group Company which is subject to IPO for any period after such IPO, the Permira Investor may also require that such restrictions will apply to the other Security Holders equally. 12.4 The Parties acknowledge that, on an Exit: (a) the Investors and the Permira Investor Directors will not give any representations, warranties or indemnities in connection with the Group, except for a warranty to be given by each Investor as to the title to the Securities held by it in the capital of the Company and as to its capacity to sell those Securities; and (b) each of the B Shareholders will not give any representations, warranties or indemnities, except for a warranty as to the title to the Securities held by it in the capital of the Company and as to its capacity to sell those Securities.

EXIT AND REFINANCING. ‌ 12.1 10.1 The Permira Fund Investor shall, in its absolute discretion, establish the timing, structure, pricing and other terms and conditions of: (a) any Exit; or (b) any raising of debt financing or any refinancing of the existing debt or equity financing arrangements of the Group (a “Refinancing”), provided that any such Refinancing would not be disproportionately adverse to the economic (including capital and income rights) position of, or disproportionately increase‌ the obligations of, the B Shareholders as a whole as compared to the Permira Investor. 12.2 10.2 Each Party of the Rollover Investors agrees to take fully cooperate with, and take, such actions as are reasonably requested by the Board Fund Investor or the Permira Investor its financial or other advisers and to use its reasonable endeavours to achieve any Exit or Refinancing that has been approved by the Permira Investor (in each case, where the A Ordinary Shares and the B Ordinary Shares are treated equally and the A Preference Shares and B Preference Shares are treated equally)Fund Investor, including, in the event of a proposed IPO, agreeing and entering into (if they are considered necessary or desirable by the Permira Fund Investor (acting reasonably) or corporate finance advisers advising on the ExitExit and as agreed with the underwriters): (a) subject to a proportionate sale right, such reasonable and customary undertakings in relation to the retention, disposal or manner of disposal of their Securities or any securities they may receive as consideration for their Securities (known as “lock-ups”); or (b) appropriate and reasonable provisions designed to result in an orderly disposal of Securities (or securities received as consideration for their Securities) by the Security Holders, as determined by the largest holder of Securities following the IPO, provided in each case that the Rollover Investors shall not be required to take any action that would be disproportionately adverse to the economic (including capital and income rights) or legal position of the Rollover Investors as compared to the Fund Investor. 12.3 10.3 Each Party acknowledges and agrees that, in the event of a proposed IPO, if the Permira Fund Investor agrees to accept restrictions on the Transfer of some or all of its Shares or the shares of any other Group Company which is subject to IPO for any period after such IPO, the Permira Investor may also require that such restrictions will shall apply to the other Security Holders equally. 12.4 10.4 The Parties acknowledge that, on an Exit: (a) the Investors Fund Investor and the Permira Fund Investor Directors will not give any representations, warranties or indemnities in connection with the Group, except for a warranty to be given by each Investor as to the title to the Securities held by it in the capital of the Company and as to its capacity to sell those Securities; and (b) each of the B Shareholders Rollover Investors will not give any representations, warranties or indemnities, except for a warranty as to the title to the Securities held by it in the capital of the Company and as to its capacity to sell those Securities.

EXIT AND REFINANCING. ‌ 12.1 The Permira Investor Without prejudice to the fact an Exit which is not subject to the provisions of Schedule 8 (ROFO Process) will require Shareholder Consent in accordance with Part 2 of Schedule 3 (Conduct of Business), the Majority Investors shall, following consultation with the Co-Investors and having considered in its absolute discretiongood faith the tax (including, but not limited to, withholding taxes on dividends, interest or capital gains) consequences of the proposed timing, structure, pricing and other anticipated terms and conditions to the Co-Investors, establish the timing, structure, pricing and other terms and conditions of: (a) any Exit; orand/or (b) any raising of debt financing or any refinancing of the any existing debt or equity financing arrangements of the Group (including, but not limited to, the repayment or redemption of any Securities) (a Refinancing“Refinancing”),‌ provided that the terms of any such proposed Exit or Refinancing shall treat all Security Holders pari passu in respect of each category of Securities they hold (including the right to participate in any sale of Securities in an IPO) and the Majority Investors shall consult with the Co-Investors in a timely manner on all relevant aspects of such Exit or Refinancing (as applicable) and keep the Co-Investors regularly and promptly informed of the process (including at meetings of the Board), provided that any including as to timings of such Refinancing would not be disproportionately adverse Exit or Refinancing. The parties acknowledge the provisions of Schedule 8 (ROFO Process) in relation to the economic (including capital and income rights) position of, or disproportionately increase‌ the obligations of, the B Shareholders as a whole as compared to the Permira Investorcertain Exit events. 12.2 Each Party agrees All parties agree to take such actions action, and to procure that such action is taken, as are is reasonably requested by the Board or the Permira Investor Majority Investors to achieve any Exit or Refinancing that has been approved by Shareholder Consent, without limitation: (a) appointing professional and corporate finance advisers approved by the Permira Investor Majority Investors for and on behalf of the Company (and/or relevant Group Company); (b) assisting in each case, where the A Ordinary Shares production and negotiation of such documentation as is required to effect the B Ordinary Shares are treated equally Exit or Refinancing; (c) giving such co-operation and assistance as the A Preference Shares and B Preference Shares are treated equally), including, Majority Investors reasonably request; and (d) in the event of a proposed IPO, agreeing and entering into (if to the extent they are considered reasonably necessary or desirable by the Permira Investor (acting reasonably) underwriters or corporate finance advisers advising on the Exit): (ai) such reasonable and customary undertakings in relation to the retention, disposal or manner of disposal of their Securities (or any securities they may receive received as consideration for their Securities Securities) (known as “lock-ups”); orand (bii) provisions designed to result in an orderly disposal of Securities (or securities received as consideration for their Securities) by the Security Holders. 12.3 Each Party Investor acknowledges and agrees that, in the event of a proposed IPO, if the Permira Investor agrees Majority Investors agree to accept restrictions on the Transfer of some or all of its their Shares or the shares of any other Group Company which is subject to IPO for any period after such IPO, the Permira Investor may also require that such restrictions will apply to all the Investors equally and, if requested by the Company or any other Security Holders equallymember of the Group, it shall execute any agreement or other applicable documentation required to give effect to such restrictions. 12.4 The Parties acknowledge thatIn the event of a proposed IPO, the parties shall discuss in good faith and (if required) agree a relationship agreement between the parties for the period following the IPO, replicating so far as is possible the provisions of this Agreement (taking into account applicable law and the rules of the relevant exchange). 12.5 Each Investor acknowledges and agrees that on an Exit: (a) , if the Majority Investors and the Permira Investor Directors will not agree to give any representations, warranties or indemnities in connection with the Group, except for a warranty to be given by each Investor as to the title to the Securities held by it in the capital of the Company and as to its capacity to sell those Securities; and (b) each of the B Shareholders will not give any they shall provide equivalent customary representations, warranties or indemnitiesindemnities and, except for a warranty as save with the prior written consent of the Investors, there shall be no arrangements or agreements in relation to the title purchase price for an Exit, other than those set out in the principal transaction documents giving effect to the Securities held by Exit. 12.6 Each Investor hereby agrees to notify the Board promptly if it in receives, and provide the capital Majority Investors with details of, any approach from any prospective buyer of any Group Company (or any part of the Company and as to Group or its capacity to sell those Securitiesbusiness) in connection with a potential Exit.

EXIT AND REFINANCING. ‌20.1 The Sheikh Ventures Investors, the Trust Investors and THCP Investors are invested in the Company with a view to achieving an Exit. 12.1 The Permira Investor shall20.2 In the event that an Exit has not been achieved upon the fifth anniversary of the Completion Date (and no Call Option Exercise Notice has been served and remains outstanding in accordance with the terms of this Agreement) the THCP Investors may serve a written liquidity notice on the Board and the Sheikh Ventures Investors and the Trust Investors (a "Liquidity Notice"). 20.3 Following service of a Liquidity Notice, in its absolute discretion, establish the timing, structure, pricing and other terms and conditions of: (a) any Exit; or; (b) the sale of any material part of the Business or a series of sales of various material parts of the Business (a "Partial Sale"); and (c) any raising of debt financing or any refinancing of the any existing debt or equity financing arrangements of the Group (a "Refinancing"), provided that any such Refinancing would not shall be disproportionately adverse determined by the THCP Investors in their sole discretion following consultation with the Sheikh Ventures Investors and the Trust Investors as to the economic (including capital manner, timing, structure, pricing and income rights) position of, other terms and conditions of any actual or disproportionately increase‌ potential Exit or Refinancing. The THCP Investors shall use their reasonable endeavours to involve the obligations ofSheikh Ventures Investors, the B Shareholders Trust Investors as a whole appropriate in all material matters relating to any Exit or Refinancing. The Founders, Sheikh Ventures Investors and the Trust Investors undertake to co-operate fully and promptly with such process as compared to the Permira Investor. 12.2 Each Party agrees to take such actions as are reasonably requested by the Board THCP Investors and further undertake not to run any parallel sale process or the Permira Investor to achieve enter into any Exit or Refinancing that has been approved by the Permira Investor (in each case, where the A Ordinary Shares and the B Ordinary Shares are treated equally and the A Preference Shares and B Preference Shares are treated equally), including, in the event of a proposed IPO, agreeing and entering into (if they are considered necessary or desirable by the Permira Investor (acting reasonably) or corporate finance advisers advising on the Exit): (a) such reasonable and customary undertakings in relation separate negotiations with regards to the retention, disposal or manner of disposal Transfer of their Securities or any securities they may receive Exit, Partial Sale or Refinancing following service of a Liquidity Notice until such time as consideration the Exit, Partial Sale or Refinancing being run by the THCP Investors has been terminated in the reasonable opinion of the THCP Investors (assuming it is unsuccessful). 20.4 Each of THCP Investors, the Founders, Sheikh Ventures Investors, the Trust Investors (and the Institutional Transferees of any of them) and the Founder Directors agrees to take such action, and to procure that such action is taken, as is reasonably requested by THCP Investors to achieve an Exit, Partial Sale or Refinancing, including: (a) appointing professional and corporate finance advisers for and on behalf of the Company (and/or relevant Group Company) as chosen by the THCP Investors in their Securities (known as “lock-ups”)sole discretion after consulting with the Founders, the Sheikh Ventures Investors and the Trust Investors; orand (b) provisions designed assisting in the production and negotiation of such documentation as is required to result effect the Exit or Refinancing; (c) giving such co-operation and assistance as the THCP Investors may reasonably request (including participation in roadshows, expert sessions and management presentations); and (d) exercising all such lawful rights and powers as such party may have in relation to the Company and/or any Group Company, whether as an orderly disposal of Securities employee, director, consultant, shareholder or otherwise (subject to any fiduciary duties he or securities received she may have as consideration for their Securities) by the Security Holdersa director), including consenting to meetings on short notice and voting at general and board meetings. 12.3 Each Party acknowledges 20.5 The Board, the Founders and agrees that, the Trust Investors undertake to promptly notify and keep informed the THCP Investors in relation to any approaches that they receive or of which they become aware at any time from any person who proposes to acquire any Securities or material assets of the event of a proposed IPO, if Company or any Group Company. 20.6 The THCP Investors shall be permitted to share with third parties such Confidential Information relating to the Permira Investor agrees to accept restrictions on Business and/or the Transfer of some Group which is necessary or all of its Shares or desirable for the shares purposes of any other Group Company which is Exit, Partial Sale or Refinancing subject to IPO for any period after such IPO, third parties signing customary non-disclosure agreements with the Permira Investor may also require that such restrictions will apply to the other Security Holders equallyCompany. 12.4 20.7 The Parties parties acknowledge that, on an Exit: (a) the THCP Investors and the Permira THCP Investor Directors will not give any representations, warranties or indemnities in connection with the Group, except for a warranty to be given by each THCP Investor as to the title to the Securities held by it in the capital of the Company and as to its capacity to sell those Securities; and (b) each the Founders shall provide customary warranties and indemnities to potential purchasers and/or underwriters on an Exit, subject to customary limitations. 20.8 The external fees and costs (including financial, accounting and legal advisory fees) incurred by all parties (and in the case of the B Shareholders will not give any representationsexternal fees and costs incurred by holders of D Ordinary Shares and/or by Sheikh Ventures Investors or the Trust Investors, warranties or indemnities, except for a warranty as subject to the title approval of the maximum amount of such fees in advance by the THCP Investors) and deducted from the purchase price or proceeds (as applicable) shall be shared by the Shareholders pro rata to the Securities held proceeds received by it them in respect of Shares pursuant to such Exit, Partial Sale, or Refinancing. Fees incurred in the capital event of a non-realised Exit shall be borne by the Company and as to its capacity to sell those SecuritiesCompany.

EXIT AND REFINANCING. ‌ 12.1 The Permira Investor Without prejudice to the fact an Exit which is not subject to the provisions of Schedule 8 (ROFO Process) will require Shareholder Consent in accordance with Part 2 of Schedule 3 (Conduct of Business), the Majority Investors shall, following consultation with the Co-Investors and having considered in its absolute discretiongood faith the tax (including, but not limited to, withholding taxes on dividends, interest or capital gains) consequences of the proposed timing, structure, pricing and other anticipated terms and conditions to the Co-Investors, establish the timing, structure, pricing and other terms and conditions of: (a) any Exit; orand/or (b) any raising of debt financing or any refinancing of the any existing debt or equity financing arrangements of the Group (including, but not limited to, the repayment or redemption of any Securities) (a “Refinancing”), provided that the terms of any such proposed Exit or Refinancing would not be disproportionately adverse to the economic shall treat all Security Holders pari passu in respect of each category of Securities they hold (including capital the right to participate in any sale of Securities in an IPO) and income rightsthe Majority Investors shall consult with the Co-Investors in a timely manner on all relevant aspects of such Exit or Refinancing (as applicable) position ofand keep the Co-Investors regularly and promptly informed of the process (including at meetings of the Board), including as to timings of such Exit or disproportionately increase‌ Refinancing. The parties acknowledge the obligations of, the B Shareholders as a whole as compared provisions of Schedule 8 (ROFO Process) in relation to the Permira Investorcertain Exit events. 12.2 Each Party agrees All parties agree to take such actions action, and to procure that such action is taken, as are is reasonably requested by the Board or the Permira Investor Majority Investors to achieve any Exit or Refinancing that has been approved by Shareholder Consent, without limitation: (a) appointing professional and corporate finance advisers approved by the Permira Investor Majority Investors for and on behalf of the Company (and/or relevant Group Company); (b) assisting in each case, where the A Ordinary Shares production and negotiation of such documentation as is required to effect the B Ordinary Shares are treated equally Exit or Refinancing; (c) giving such co-operation and assistance as the A Preference Shares and B Preference Shares are treated equally), including, Majority Investors reasonably request; and (d) in the event of a proposed IPO, agreeing and entering into (if to the extent they are considered reasonably necessary or desirable by the Permira Investor (acting reasonably) underwriters or corporate finance advisers advising on the Exit): (ai) such reasonable and customary undertakings in relation to the retention, disposal or manner of disposal of their Securities (or any securities they may receive received as consideration for their Securities Securities) (known as “lock-ups”); orand (bii) provisions designed to result in an orderly disposal of Securities (or securities received as consideration for their Securities) by the Security Holders. 12.3 Each Party Investor acknowledges and agrees that, in the event of a proposed IPO, if the Permira Investor agrees Majority Investors agree to accept restrictions on the Transfer of some or all of its their Shares or the shares of any other Group Company which is subject to IPO for any period after such IPO, the Permira Investor may also require that such restrictions will apply to all the Investors equally and, if requested by the Company or any other Security Holders equallymember of the Group, it shall execute any agreement or other applicable documentation required to give effect to such restrictions. 12.4 The Parties acknowledge thatIn the event of a proposed IPO, the parties shall discuss in good faith and (if required) agree a relationship agreement between the parties for the period following the IPO, replicating so far as is possible the provisions of this Agreement (taking into account applicable law and the rules of the relevant exchange). 12.5 Each Investor acknowledges and agrees that on an Exit: (a) , if the Majority Investors and the Permira Investor Directors will not agree to give any representations, warranties or indemnities in connection with the Group, except for a warranty to be given by each Investor as to the title to the Securities held by it in the capital of the Company and as to its capacity to sell those Securities; and (b) each of the B Shareholders will not give any they shall provide equivalent customary representations, warranties or indemnitiesindemnities and, except for a warranty as save with the prior written consent of the Investors, there shall be no arrangements or agreements in relation to the title purchase price for an Exit, other than those set out in the principal transaction documents giving effect to the Securities held by Exit. 12.6 Each Investor hereby agrees to notify the Board promptly if it in receives, and provide the capital Majority Investors with details of, any approach from any prospective buyer of any Group Company (or any part of the Company and as to Group or its capacity to sell those Securitiesbusiness) in connection with a potential Exit.