Common use of Leakage Clause in Contracts

Leakage. 5.1 The Sellers undertake to the Buyer to pay to the Buyer on demand an amount equal to any Leakage Amount (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in relation to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountants.

Leakage. 5.1 The Sellers undertake (a) Seller warrants to Buyer that there has been no Leakage between the Locked-Box Date and the date of this Agreement and procures that there will be no Leakage between the date of this Agreement and the Closing Date (included). (b) Seller shall on the Closing Date deliver to Buyer a Leakage certificate, signed by an authorized officer or director of Seller, dated the Closing Date (the “Leakage Certificate”), certifying that as at the Closing Date, other than as may be indicated in the Leakage Certificate, there has been no Leakage (for the avoidance of doubt other than Permitted Leakage) between the Locked-Box Date and the Closing Date or, to the Buyer to extent there has been any Leakage between the Locked-Box Date and the Closing Date, certifying the nature, amount and beneficiary of such Leakage. (c) Seller undertakes that it shall pay to the Buyer relevant Group Company(ies) that has(ve) suffered the Leakage, on demand the Closing Date or, if impracticable to do so, within ten (10) Business Days thereafter, a sum equal to the value or amount of any such Leakage (other than a Permitted Leakage), in the currency in which such Leakage occurred, to put the Group Company(ies) into the position such Group Company(ies) would have been in had no Leakage occurred. For the avoidance of doubt, if any Taxes are imposed on such sum, then the sum payable by Seller shall be increased as necessary so that after such Taxes have been imposed (including such Taxes imposed on the additional sums payable pursuant to this sentence) and after taking into account any applicable tax deduction, the relevant Group Company receives an amount equal to any Leakage Amount (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or sum it would have received had no Taxes been imposed. For the avoidance of doubt, the intention of this provision is to put the Company in relation in, to the maximum extent possible, the position in which it would have been had no Leakage Demandoccurred. 5.2 Any demand for payment under clause 5.1 is invalid and (d) For the Sellers avoidance of doubt, Seller shall not be liable to pay any sum in respect of any Permitted Leakage. (e) Seller shall not have any liability for any claim under clause 5.1 this Article unless such demand is claim has been notified by Buyer to the Sellers on or before Seller in writing one (1) month after the date falling 9 months on which the audited consolidated accounts as of June 30, 2021 of the Company (including all related notes or schedules) have been delivered in writing to Buyer (the “Leakage Objection Deadline”). Seller shall furnish, or cause to be furnished, as promptly as practicable after their availability, in writing to Buyer the Completion Dateaudited consolidated accounts as of June 30, setting out reasonable details 2021 of the Company (including all related notes or schedules). For the avoidance of doubt, the delivery by Seller of the Leakage Certificate does not constitute a limitation of the liability of Seller under this Agreement. (including f) If Buyer becomes aware of the matter fact that any Leakage was not notified by Seller, or thing giving rise disagrees with Seller’s calculation of the amount of the Leakage set out in a Leakage Certificate, Buyer may notice or object to Seller by sending a notice in writing to Seller setting forth in reasonable detail the basis for such notice or objection (the “Objection Notice”). If an Objection Notice has been delivered to Seller on or prior to the relevant Leakage Objection Deadline, Buyer and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers Seller shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour negotiate in good faith to agree any matter in dispute and if resolve the matter is resolved by agreement (with such amendments thereto as disagreement over the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyeramount of Leakage. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity furtherance of the Expert within foregoing, Buyer shall have access to information regarding the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) Group Companies in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountants.Article 11.3

Leakage. 5.1 The Sellers undertake 3.8.1 Prior to the Closing, the Sellers shall prepare, and the Sellers’ Representative shall on behalf of the Sellers deliver, no later than two (2) Business Days prior to the Closing the Buyer a written statement of all Leakages (if any) identified by the Sellers prior to the Closing, setting out the nature and euro amount of each such Leakage (including to which Seller(s) the Leakage relates) (each a Notified Leakage). Any Notified Leakage shall reduce the Purchase Price in accordance with Section 3.1.1. 3.8.2 If any Leakage other than Notified Leakage (an Additional Leakage) is discov- ered by the Buyer: (a) the relevant Seller(s) who have (or whose Affiliate(s) have) received of benefitted from such Additional Leakage shall compensate the Buyer in respect of, and shall be liable to pay to the Buyer on demand an amount (on a euro- for-euro basis) in cash equal to to, any Leakage Amount such Additional Leakage; (Leakage Demandb) plus costs the Sellers’ obligations under this Section 3.8.2 are several and expenses not joint, and shall be allocated as set out in Section 3.8.3; (together with any irrecoverable VAT thereonc) reasonably and properly incurred by if the Buyer and/or and the Company Seller(s) who (or whose Affiliate(s)) have received or benefitted from the Additional Leakage are unable to agree upon the amount of the Additional Leakage payable hereunder, the matter shall be settled in relation accordance with Section 13.1; and (d) the relevant Seller(s) shall pay the Additional Leakage to the Buyer no later than twenty (20) Business Days from the date when the amount of Additional Leakage Demandhas been finally determined in accordance with this Section 3.8.2. 5.2 3.8.3 Any demand for payment under clause 5.1 is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion Date, setting out reasonable details of the Leakage (including any Notified Leakage and any Additional Leakage) shall, to the matter or thing giving rise extent possible, be allocated to the relevant Leakage Seller who has (or whose Affil- iate has) received or benefitted from the respective Leakage, and the Seller who has (or whose Affiliate has) received or benefitted from such Leakage Amount shall be solely responsible for repaying such Leakage to the Buyer. To the extent any Leakage has not been received or benefitted any specific Seller (where knownor any Affiliate of a specific Seller), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers each Seller shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the received its Pro Rata Portion of such Leakage. 3.8.4 The Buyer’s right to make a Claim for Additional Leakage Demand and it based on this Section 3.8 shall become final and binding terminate on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand first (with such amendments thereto as the Sellers and the Buyer may agree in writing1st) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity anniversary of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsClosing Date.

Leakage. 5.1 The Sellers undertake (a) Each Seller (other than the EBT Seller) severally (i) represents and warrants to the Buyer to pay Purchaser that, from the Latest Balance Sheet Date to the Buyer date of this Agreement, and (ii) undertakes to the Purchaser that, from the date of this Agreement to the Closing Date, neither such Seller nor any member of such Seller’s Group nor any Connected Person of any of the foregoing has received or benefited from (or will receive or benefit from, as the case may be) any Leakage. For the purposes of this Section 2.2, Leakage that a Seller has (or is treated as having) received or benefited from shall be deemed to include any related Tax Leakage. (b) Following the Closing, each Seller (other than the EBT Seller) severally undertakes to the Purchaser that, if there is a breach of Section 2.2(a) by such Seller, subject to Section 2.2(e), such Seller shall, without duplication, pay or procure payment in cash to the Purchaser on a pound for pound basis on demand an amount of a sum equal to the amount of such Leakage (other than Leakage deducted from the Purchase Price pursuant to Section 2.1(c) and Section 2.2(d)) if such Leakage is finally agreed or determined to be due and payable in accordance with this Section 2.2, and such payment shall be made within ten (10) Business Days of such final agreement or determination. (c) Prior to the Closing, each Seller shall use reasonable efforts to promptly notify the Purchaser in writing after becoming aware of any breach of Section 2.2(a) by such Seller. (d) If, prior to Closing, a Seller notifies the Purchaser of any Leakage, or the Purchaser otherwise identifies any Leakage, the Relevant Seller and the Purchaser shall use reasonable efforts to agree on the amount of such Leakage Amount and any such agreed amount shall be deducted from the Purchase Price in accordance with Section 2.1(c). If such Relevant Seller and the Purchaser cannot agree on the amount of such Leakage, the Purchaser or such Relevant Seller may invoke the resolution process set forth in Section 2.2(e) to Section 2.2(g); provided that, if the Independent Expert makes a final determination prior to the Closing Date, such Leakage shall be deducted from the Purchase Price in accordance with Section 2.1(c); provided further that, if the **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission Independent Expert makes a final determination after the Closing, such Leakage shall be paid to the Purchaser in accordance with Section 2.2(b). Following Closing, the Purchaser, the Company, any Subsidiary or the representative member of the VAT group of which the Company or any Subsidiary is a member, shall use commercially reasonable efforts (Leakage Demandas the case may be): (i) plus costs and expenses to utilize any Relief which may be (together with any irrecoverable VAT thereon) reasonably and properly incurred as determined by the Buyer and/or Purchaser acting reasonably) utilized in the accounting period current at, and immediately following, Closing by the Company or any Subsidiary solely as a result of the matters referred to in relation limbs (i) to (viii) of the definition of Leakage; and (ii) to recover any amount in respect of VAT which is recoverable as input tax (as determined by the Purchaser acting reasonably) in respect of the matters referred to in limbs (i) to (viii) of the definition of “Leakage”. (e) If, at any time prior to the date that is three months after the Closing Date, the Purchaser identifies that Leakage Demand. 5.2 Any demand has occurred which has not been taken into account in the calculation of the Purchase Price in accordance with Section 2.1(c), the Purchaser shall be entitled to deliver within three (3) months of the Closing Date, a written notice to the Relevant Seller, specifying in reasonable detail the amount of the Leakage alleged to have been received by such Relevant Seller, any member of such Seller’s Group or any Connected Person of any of the foregoing (or from which any such Person benefited, as the case may be) (the “Leakage Notice”). No Seller shall have any liability or obligation to the Purchaser, the Company or any other Person in respect of a breach of Section 2.2(a) or otherwise under this Section 2.2 except to the extent it is finally agreed or determined pursuant to this Section 2.2 that such Seller is liable for payment under clause 5.1 Leakage which is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is either notified to the Sellers on Purchaser or before otherwise identified prior to Closing in accordance with Section 2.2(d) or set forth in a Leakage Notice delivered prior to the date falling 9 that is three months after following the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where knownClosing Date in accordance with this Section 2.2(e), together (where calculable) with the amount repayable by the Sellers). 5.3 . The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers Relevant Seller shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed accepted a Leakage Notice, except to the extent that such Relevant Seller delivers a written notice to the Purchaser disputing the relevant amount (“Dispute Notice”) within twenty (20) Business Days of receipt of the Leakage Demand and it shall become final and binding on Notice. If a Dispute Notice is delivered within the Sellers requisite period, then the Relevant Seller and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand Purchaser shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour first negotiate in good faith to agree whether there has been any matter in dispute and if Leakage to the matter is resolved by agreement (with Relevant Seller, any member of such amendments thereto as Seller’s Group or any Connected Person of any of the Sellers foregoing and the Buyer may amount of such Leakage. If the Relevant Seller and the Purchaser do not agree in writing) then the Leakage Demand shall become final and binding on the Sellers and amount of such Leakage within twenty (20) Business Days of receipt of the Buyer. In Dispute Notice, the event that Relevant Seller or the parties are unable to reach agreement on a disputed Leakage Demand, any party Purchaser may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) dispute to the London office of an Expert (as defined below) for determination, such notification to identify the matters in dispute internationally recognized accounting firm (the “Referral NoticeIndependent Expert”) selected in accordance with Section 2.2(f). . (f) The identity of such Expert shall be agreed between the parties Purchaser and the Relevant Seller shall endeavor to agree on the appointment of the London office of an internationally recognized accounting firm to act as the Independent Expert shall be appointed within 15 as soon as reasonably possible following the expiry of the twenty (20) Business Days of a Referral Notice being served (the “Expert Appointment Period”Day period referred to in Section 2.2(e). If the parties fail Purchaser and the Relevant Seller are unable to agree the identity of the on an Independent Expert within two (2) Business Days of either of them serving details of a suggested expert on the Appointment Periodother, an the Independent Expert shall be appointed selected by lot out of the President for following: the time being London office of Deloitte or of Ernst & Young; provided that, if either such accounting firm declines to accept such appointment, the Independent Expert shall be an internationally recognized accounting firm or investment bank selected by the Institute of Chartered Accountants in England and Wales within 10 Business Days Wales. The Purchaser and the Relevant Seller shall each use reasonable efforts to procure that the terms of appointment of the expiry of Independent Expert will enable the Independent Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party to give effect to and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) act in accordance with the provisions of this agreement Agreement. **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission (g) The Independent Expert shall: (i) determine whether there has been any Leakage to make the Relevant Seller, and the amount of such determination as soon as practicable and in any event Leakage, if any, within 10 fifteen (15) Business Days of appointment; (ii) be directed to determine any dispute by reference to the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall definition of Leakage and Permitted Leakage set out herein; (iii) act as an expert and not as an arbitrator and his arbitrator; and (iv) direct how the Independent Expert’s costs shall be borne at the time the Independent Expert makes any determination or, failing such direction, by the Party whose position is not selected by the Independent Expert. The decision shall (of the Independent Expert shall, in the absence of manifest error) , be final and binding on upon the parties. The costs Relevant Seller and the Purchaser. (h) Notwithstanding anything to the contrary in this Agreement, the Purchaser’s sole remedy for any breach of the Expert Section 2.2 shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as pursuant to one half by the Buyer this Section 2.2 and the other half by the Sellers pro-rata conditions in Section 8.2(b) and Section 8.2(c) shall not apply to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsSection 2.2.

Leakage. 5.1 The (a) In the event of any Leakage, a Seller (for purposes of any Notified Leakage) or Key Sellers undertake (for purposes of Leakage identified after Closing pursuant to the Buyer to Section 4.2(c)), shall pay to Buyer (or Buyer may deduct from the Buyer on demand Purchase Price) an amount equal to any Leakage Amount received by, or made for the benefit of, or at the instruction of such Seller or any of its Affiliates, in accordance with this Section 4.2. For the avoidance of doubt, (Leakage Demandi) plus costs the undertaking of Sellers set out in this Section 4.2(a) does not apply to or limit any Permitted Leakage; (ii) the liability of Sellers or, as applicable, Key Sellers for the purposes of Section 4.2(c) is several and expenses (together with any irrecoverable VAT thereon) reasonably not joint and properly incurred by the Buyer and/or the Company liability will be divided among Sellers or, as applicable, Key Sellers in relation proportion to their entitlement to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion DatePurchase Price provided that, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreementany Leakage identified after Closing pursuant to Section 4.2(c), Key Sellers shall be responsible for the full amount of such Leakage (in proportion to their entitlement to the Purchase Price); and (iii) Buyer shall not be entitled to recover from any Seller more than once in respect of the same Leakage. (b) No later than five Business Days before the Closing Date, the areas Sellers’ Representative shall notify Buyer of disputeany Leakage that the Sellers’ Representative has become aware of, in order for the amount of such Leakage to be deducted from the Purchase Price (on a EUR-by-EUR basis) to be paid on Closing (“Notified Leakage”). If In the Sellers do not respond to the Buyer they will absence of such notification, there shall be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyerbe no Notified Leakage. 5.5 (c) If Closing has occurred, and Buyer thereafter becomes aware of any Leakage other than Notified Leakage, Buyer shall be entitled to require payment of an amount equal to such additional Leakage from Key Sellers, provided that Buyer has delivered a written notice thereof, accompanied by the Sellers agree relevant particulars thereof specifying the Leakage Demand (with such amendments thereto as nature of the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage DemandLeakage, the parties shall endeavour amount required to be paid in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity respect of such Expert shall be agreed between Leakage and such other information as is available to Buyer or the parties Group Companies and as is reasonably necessary to enable Key Sellers to assess the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity existence of the Expert within the Appointment PeriodLeakage, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions of this agreement and to make such determination as soon as reasonably practicable and in any event not later than nine (9) months from the Closing Date. Unless disputed, Key Sellers shall pay to Buyer such additional Leakage within 10 30 Business Days after receipt of Buyer’s written notice. (d) If the Sellers’ Representative, on behalf of Key Sellers, disputes a notification of Leakage delivered by Buyer pursuant to Section 4.2(c) and the Parties in dispute are unable to agree as to whether such Leakage has occurred, or as to the amount thereof, then Key Sellers shall not be obligated to pay to Buyer the amount of such Leakage until the matter has been settled by the Independent Expert appointed by the Parties in dispute. The decision of the Independent Expert being instructed shall be final and binding upon the Parties (save for clear and manifest errors in which case the decision shall be remitted to the Independent Expert for correction), and the costs and fees of the Independent Expert shall be borne by the Parties in dispute in such proportions as their claims have been rejected by the Independent Expert (as determined by the Independent Expert). The Parties shall instruct the Independent Expert to (i) determine whether Leakage has occurred and the amount thereof (and, for the avoidance of doubt, not assign a value to any disputed amount greater or lower than the greatest or lowest value claimed by either Party in dispute) and (ii) render its decision, together with a statement of reasons for such longer period as decision, within 20 Business Days after the Expert shall, in submission of the matter to the Independent Expert’s discretion, reasonably require. In making such determination, the The Independent Expert shall act as an expert and not as an arbitrator and his arbitrator. Key Sellers shall pay to Buyer the Leakage in accordance with the decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Independent Expert shall be borne in (if such proportions as decision sets forth that Leakage has occurred) within 30 Business Days after the Expert may direct or, in decision of the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Independent Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountants.

Leakage. 5.1 4.1 The Sellers undertake Seller warrants that from the Accounts Date to the Buyer date of this Agreement there has been no Leakage, and undertakes that from the date of this Agreement to pay Completion there will be no Leakage. 4.2 Subject to Clause 4.3, in the Buyer on demand event of any Leakage between the Accounts Date and Completion, the Seller shall within 5 (five) Business Days after such Leakage notify the Purchaser of such Leakage. The Purchaser shall be entitled to adjust the Consideration by an amount equal to the aggregate amount of all Leakages incurred up to the Completion (such amount, the “Leakage Adjustment”). In connection with the Leakage Adjustment, the Seller shall prepare and provide to the Purchaser, on or prior to the date that is 10 (ten) Business Days prior to the intended Completion Date, its good faith estimate, duly certified by the chief financial officer of the Company, of any Leakage Amount that has occurred or is expected to occur between the Accounts Date and the Completion (Leakage Demandthe “Pre-Closing Estimate”), with reasonably detailed supporting documents. The Purchaser and its Authorised Representatives shall be entitled to review the Pre-Closing Estimate and, by no later than within 7 (seven) plus costs and expenses Business Days prior to the intended Completion Date, may provide its written comments on the Pre-Closing Estimate to the Seller (together along with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in reasonable supporting documentation for such comments). In relation to the foregoing, the Seller shall, and shall cause the Company to, grant the Purchaser and its Authorised Representatives such reasonable access as provided for under Clause 6.2 as is necessary for them to duly and timely review the Pre-Closing Estimate. Upon receipt of such written comments from the Purchaser, the Seller may, in its sole discretion, take into account and reflect the comments (if any) of the Purchaser on the Pre-Closing Estimate (for the avoidance of doubt, whether or not the Seller determines to reflect any comments of the Purchaser shall not delay or otherwise affect the timing for the Completion or otherwise), following which the Seller shall deliver to the Purchaser a written notice setting forth in reasonable detail the final estimate by the Seller for the Leakage DemandAdjustment pursuant to Clause 6.3 (the “Estimated Leakage Adjustment”). For the avoidance of doubt, the Seller’s right to reflect the comments (if any) of the Purchaser pursuant to the foregoing sentence shall not otherwise affect the Purchaser’s rights to receive payment under Clause 4.3 in connection with any Leakage not included in the Estimated Leakage Adjustment. The adjustment of the Consideration and Claims under this Clause 4.2 (a “Leakage Claim”) shall be the sole remedies available to the Purchaser arising from a breach of Clause 4.1. 5.2 Any demand for 4.3 The Seller is not liable to make a payment under clause 5.1 is invalid this Clause 4.3 unless Completion has occurred. To the extent after Completion the Purchaser becomes aware of any Leakage that was not included in the Estimated Leakage Adjustment, the Purchaser shall deliver to the Seller written notice of the occurrence of such Leakage, stating in reasonable detail the nature of the Leakage and the Sellers amount claimed, provided that such notice shall not be liable under clause 5.1 unless such demand is notified to the Sellers delivered on or before the date falling 9 12 (twelve) months after the Completion DateDate (it being agreed that no claim for Leakage shall be made after such date). Except where the Seller disputes the Leakage claimed by the Purchaser, setting out reasonable details the Seller shall pay (on a USD for USD/KRW for KRW basis) to the Purchaser an amount in cash equal to the amount of such Leakage, as soon as practicable but no later than 5 (five) Business Days after such notice is received by the Seller from the Purchaser. For the avoidance of doubt, any payment made to the Purchaser under this Clause 4.3 shall be regarded as an adjustment to the Consideration. 4.4 The aggregate liability of the Leakage Seller in respect of this Clause 4 shall not exceed (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawnUSD for USD/KRW for KRW basis) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation amount equal to the Leakage Demand paid or payable by the Company. Any payment made under this Agreement pursuant to a Leakage Claim shall be treated as an adjustment to the Consideration. 4.5 If any Party disputes any Claims relating to any Leakage (but no other matter) “Leakage Claim Dispute”), the dispute shall be resolved in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determinationSchedule 7. 4.6 If Completion does not occur, the Expert Seller shall act as an expert and not as an arbitrator and his decision shall (in have no liability to the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of Purchaser under this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsClause 4.

Leakage. 5.1 The Sellers undertake (a) In connection with the Leakage Adjustment, not less than ten (10) Business Days prior to the anticipated Closing Date, Seller shall cause to be prepared and delivered to Buyer a statement identifying in reasonable detail its good faith estimate of any Leakage that has occurred or is expected to pay occur on or prior to the Buyer on demand an amount equal to any Leakage Amount Closing Date (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in relation including, to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and extent finally determined, the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known2021 Net Income Incentive Bonuses), together with reasonable supporting documentation and detail of such calculations (where calculable) the “Initial Adjustment Statement”). The Initial Adjustment Statement shall be prepared in accordance with SAP. Buyer and its Representatives shall be entitled to review the Initial Adjustment Statement and, in the event that Buyer disagrees with the amount repayable by Initial Adjustment Statement or any of the Sellers). 5.3 The components thereof or calculations therein, (i) Buyer shall notify Seller in writing of such disagreement, setting forth the basis of such disagreement, (ii) Seller shall consider in good faith Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond comments to the Initial Adjustment Statement or any of the components thereof or calculations therein and (iii) Buyer they will be deemed to have agreed the Leakage Demand and it Seller shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour negotiate in good faith to agree resolve any matter such disagreements prior to the Closing; provided that if after such negotiations Buyer and Seller are not able to resolve all such disagreements prior to the Closing, then with respect to the disputed items the amounts and calculations set forth in dispute the Initial Adjustment Statement shall be used for purposes of the Purchase Price payable at the Closing. In relation to the foregoing, Seller shall, and shall cause the Acquired Companies to, grant Buyer and its Representatives such reasonable access as provided for in Section 5.2 as is necessary for them to review the Initial Adjustment Statement. (b) As soon as practicable following the Closing, but in no event later than (i) twelve (12) months following the Closing if the matter Closing occurs on or prior to December 31, 2021 or (ii) fifteen (15) months following the Closing if the Closing occurs after December 31, 2021, to the extent Buyer becomes aware of any Leakage that was not included in the Initial Adjustment Statement, including any Leakage contemplated by clauses “(i)” or “(ii)” of the definition thereof (whether or not occurring prior to, on or after the Closing, the “Additional Leakage”), Buyer shall prepare and deliver to Seller a statement setting forth its good faith determination of such Additional Leakage, together with reasonable supporting documentation and detail of such calculations (the “Additional Leakage Statement”). Buyer and Seller agree that no claim for Additional Leakage shall be made by Buyer after (i) twelve (12) months following the Closing if the Closing occurs on or prior to December 31, 2021 or (ii) fifteen (15) months following the Closing if the Closing occurs after December 31, 2021. Unless Seller disputes the Additional Leakage claimed by Buyer, Seller shall pay by wire transfer of immediately available funds to an account or accounts designated by Buyer an amount in cash equal to the Additional Leakage, as soon as practicable but no later than five (5) Business Days after such statement is resolved received by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Seller from Buyer. For the avoidance of doubt, any payment made to Buyer pursuant to this Section 2.4(b) shall be regarded as an adjustment to the Purchase Price. (c) In the event that Seller disputes a claim for Additional Leakage by Buyers (a “Leakage Claim Dispute”), Seller shall deliver to Buyer a written notice of disagreement (a “Leakage Dispute Notice”) within twenty (20) days after Buyer’s claim for Additional Leakage, which Leakage Dispute Notice shall describe the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other nature of such disagreement in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled reasonable detail and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity Dollar amount of such Expert disagreement. If a Leakage Dispute Notice is not delivered to Buyer within twenty (20) days following the date on which Buyer delivers to Seller an Additional Leakage Statement, the Additional Leakage Statement shall be agreed between final, binding and non-appealable by the parties Parties. Seller and the Expert Buyer shall be appointed within 15 attempt to resolve in good faith all Leakage Claim Disputes for a period of twenty (20) Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as may be agreed by Buyer and Seller) after Buyer’s receipt of the Expert shallLeakage Dispute Notice. If Buyer and Seller are unable to resolve the Leakage Claim Dispute, Buyer and Seller shall jointly retain the Independent Accounting Firm to resolve such disagreements. Buyer and Seller shall jointly enter into a customary engagement letter with the Independent Accounting Firm in connection with the retention of such Independent Accounting Firm. The Independent Accounting Firm shall consider only those items and amounts set forth in the Expert’s discretion, reasonably requireapplicable claim for Additional Leakage and Leakage Dispute Notice as to which Seller and Buyer have disagreed within the time periods and on the terms specified above and shall resolve such matters in accordance with the terms and provisions of this Agreement. In making resolving such determinationmatters, the Expert Independent Accounting Firm shall act be acting as an accounting expert only and not as an arbitrator and his decision shall (not import or take into account usage, custom or other extrinsic factors. To the extent permitted by the engagement letter with the Independent Accounting Firm, each of Buyer and Seller may furnish to the Independent Accounting Firm such information and documents as they deem relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The Independent Accounting Firm shall resolve each item of disagreement based solely on the supporting material provided by the parties and not pursuant to any independent review and may not assign a value to any particular item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either Party, in each case as presented to the absence Independent Accounting Firm. The Independent Accounting Firm shall issue a detailed written report that sets forth the resolution of manifest error) the Leakage Claim Dispute. Such report shall be final and binding upon Buyer and Seller. The fees, costs and expenses of retaining the Independent Accounting Firm shall be allocated between the Buyer, on the partiesone hand, and Seller, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if Seller claims Additional Leakage is $1,000 greater than the amount determined by Buyer, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of arbitration shall be allocated sixty percent (60%) (i.e., 300 ÷ 500) to Buyer and forty percent (40%) (i.e., 200 ÷ 500) to Seller. Any amount payable by Seller to Buyer or by Buyer to Seller as a result of the Independent Accounting Firm’s determination shall be due and payable within ten (10) Business Days of issuance of the Independent Accounting Firm’s written report. The costs of the Expert Leakage Claim Dispute and all related matters and proceedings shall be borne in such proportions treated as the Expert may direct orconfidential among Seller, in the absence of such direction, as to one half by the Buyer and the other half Independent Accounting Firm. (d) Within five (5) Business Days after the Additional Leakage Statement is finalized pursuant to this Article II the Seller shall pay to the Buyer by wire transfer of immediately available funds to an account designated in writing by Buyer an amount equal to the Sellers pro-rata to their holdings sum of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsany Additional Leakage reflected in such finally determined Additional Leakage Statement.

Leakage. 5.1 6.1 The Sellers undertake Seller covenants to the Buyer that, other than the Permitted Leakage: 6.1.1 from (but excluding) the Locked Box Date up to (and including) the date of this Agreement there has not been; and 6.1.2 from (but excluding) the date of this Agreement up to (and including) the Completion Date there will not be any Leakage, provided always that the Buyer’s sole remedy for any breach of this Clause 6.1 shall be under Clause 6.2 or Clause 6.3 and subject to the remaining provisions of this Clause 6. 6.2 Subject to the following provisions of this Clause 6, the Seller agrees to pay to the Buyer on upon a demand in writing from the Buyer an amount in cash equal to the amount or value of any Leakage arising during the Locked Box Period (to the extent not already deducted from the Initial Consideration as part of the Agreed Leakage Amount pursuant to Clause 6.3) and to the extent that the Seller is liable to make payment in respect of any Leakage the Seller shall make payment to the Buyer no later than five Business Days after receipt of the Buyer’s written demand. 6.3 If following the date of this Agreement but prior to the Completion Date, the Buyer and the Seller agree in writing that Leakage (including the quantum of such Leakage) has occurred (the “Agreed Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred Amount”), the amount of the Initial Consideration payable to the Seller shall, to the extent possible, be reduced by the Buyer and/or Agreed Leakage Amount such that the Company in relation payment of the reduced Initial Consideration shall be an absolute discharge of the Buyer’s obligation to pay the Initial Consideration to the Seller on Completion pursuant to Clause 5.2 and, for the avoidance of doubt, the Buyer shall be entitled to pursue a claim for any Leakage Demandincurred that exceeds the Agreed Leakage Amount and which arises out of the same facts, matter and circumstances as the Agreed Leakage Amount, in accordance with Clause 6.2. 5.2 Any demand 6.4 Save for payment fraud on the part of the Seller, any of the Seller LLP Partners or any of their connected persons, the maximum aggregate liability of the Seller under clause 5.1 is invalid Clauses 6.1, 6.2 and 6.3 shall not, in any circumstances, exceed the Sellers amount of Leakage actually received by the Seller, the Seller LLP Partners and any of their connected persons, or in respect of which the Seller, the Seller LLP Partners and any of their connected persons have actually benefitted (provided that an amount falling within paragraph (j) of the definition of “Leakage” shall be deemed, for the purposes of this Clause 6.4, to be actually received by the Seller). The Buyer shall not be entitled to recover more than once in respect of any Leakage. 6.5 The Seller shall not be liable for any claim for Leakage under clause 5.1 unless such demand is notified this Clause 6 to the Sellers extent such Leakage has been returned or reversed to and actually received by any Group Company whether before or following Completion without cost to any Group Company or any member of the Buyer’s Group. For the avoidance of doubt, to the extent that any Group Company has incurred cost in connection with the return or reversal of any Leakage and such cost has not been reimbursed to such Group Company then the Seller shall only be liable for (and the Buyer may only make) a claim for Leakage in respect of such unreimbursed cost and not the sum returned or reversed and received by the Group Company. 6.6 The amount payable by the Seller under Clause 6.1 in respect of any Leakage shall be reduced by the amount of any Tax Saving which is realised by any Group Company as a result of, or in connection with, such Leakage. 6.7 The Seller shall not be liable for any claim under this Clause 6 (a “Leakage Claim”) unless:- 6.7.1 written notice of the claim (giving specific details of the nature of the claim, the circumstances giving rise to it and the Buyer’s bona fide estimate of any Leakage alleged to have been received (or deemed to have been received) or benefitted from by the Seller, the Seller LLP Partners or any of their connected persons, in each case to the extent available to the Buyer) has been received by the Seller from the Buyer on or before the earlier of:- (i) the date falling 9 which is nine months after Completion; or (ii) 31 July 2022; and 6.7.2 if the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage Seller and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or Buyer cannot they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand Claim (or any part which remains unsettled the quantum relating thereto), proceedings have been issued and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify served against the matters in dispute (the “Referral Notice”). The identity Seller within six months of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) claim having been notified in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsClause 6.7.1.

Leakage. 5.1 The Sellers (i) represent and warrant on a several (and not joint basis) that no Leakage has occurred from the Locked Box Date until the Signing Date and (ii) undertake to procure that, in the Buyer to pay to period from the Buyer on demand an amount equal to any Signing Date until the Closing Date, no Leakage Amount (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred will occur or be declared or agreed upon by the Buyer and/or the Company in relation to the Leakage DemandGroup. 5.2 Any demand Prior to Closing, each of the Sellers' Representative and Xxxxxx-Xxxxxxxx undertakes to notify the Buyer in writing as soon as practicable if the Sellers' Representative or Xxxxxx-Xxxxxxxx becomes aware of a payment or transaction which constitutes or which will constitute, if made, a Leakage. 5.3 Each Seller undertakes (for payment under clause 5.1 is invalid itself only and not for or on behalf of any other Seller) on a pro rata basis in proportion to the benefit of such Leakage received by each of the Sellers shall not be liable under clause 5.1 unless such demand is notified and/or its respective Related Parties, as the case may be, to compensate the Sellers Group on or before a DKK 1 to DKK 1 basis for any Leakage on an after Tax basis (without application of the date falling 9 limitations stated in clauses 16 to 18), subject to clauses 5.4 - 5.5 below. 5.4 If the Buyer, within six (6) months after the Completion Closing Date, setting out identifies that Leakage has occurred during the period from the Locked Box Date until Closing, and no adjustment to the Purchase Price (or an insufficient amount was adjusted to the Purchase Price) in respect of such Leakage, the Buyer is entitled to deliver no later than seven (7) months after the Closing Date a written notice to the Sellers' Representative of any such Leakage, together with reasonable details evidence of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The "Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 Notice"). The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed accepted such Buyer’s Leakage Notice – and the Sellers thereby agree within 30 Business Days to pay and/or provide payment of any Leakage Demand received by it (which shall be deemed an adjustment of the Purchase Price) – except if the Sellers' Representative delivers a written notice to the Buyer disputing the relevant Leakage (a "Dispute Notice") within 45 Business Days of receipt of the Buyer’s Leakage Notice. Within such period, the Sellers' Representative may at the Sellers’ Representative’s costs reasonably request the Buyer to grant the Sellers' Representative and its advisors access to all information and documentation as well as to the Company's and the Subsidiaries’ management and accounting staff in relation to such Leakage subject to such access being within normal business hours and that the Buyer may refuse access to certain information if the Buyer reasonably believes that it shall become final and binding may be used or disclosed in a manner having, or reasonably likely to have, a detrimental effect on the Sellers and business interests of the BuyerBuyer or the Group or the extent such disclosure may in the opinion of the Buyer violate applicable Law. 5.5 If a Dispute Notice is delivered within the Sellers agree period set out in clause 5.4, the Leakage Demand (with such amendments thereto as the Sellers Sellers' Representative and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour negotiate in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as amount of the Sellers Leakage. If the Sellers' Representative and the Buyer may do not agree in writing) then on the amount of the Leakage Demand within 20 Business Days of receipt of the Dispute Notice, the amount of the Leakage shall become final and binding on be determined by an internationally recognised auditing firm with no relations to the Majority Sellers and nor the BuyerBuyer during the preceding 3 years, unless otherwise agreed by the Parties (the “Expert”). In the event that the parties are unable to reach agreement Parties cannot agree on a disputed Leakage Demandthe appointment of the Expert within 20 Business Days from expiry of the period for agreeing the amount of the Leakage, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed by FSR – danske revisorer at the request of either the Buyer or the Sellers' Representative. 5.5.1 The Expert shall (i) determine the amount of the Leakage, if any, within 15 20 Business Days of a Referral Notice being served its appointment, (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall ii) be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed entitled to determine the matters in dispute in relation procedure applicable to the Leakage Demand (but no other matter) its determination in accordance with the provisions terms of this agreement Agreement, and (iii) act as expert only and not as arbitrator and shall not be competent to make such determination as soon as practicable and in any event within 10 Business Days decisions concerning the legal interpretation of the Expert being instructed or such longer period as Agreement except with respect to this clause 5. The determination by the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of fraud or manifest error) , be final and binding on the partiesParties and not subject to arbitration, cf. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsclause 22.

Leakage. 5.1 6.1 The Sellers undertake Seller undertakes to procure that there will be no Leakage during the Buyer to Locked Box Period, provided that the Seller shall have no liability under this clause 6 if Completion does not occur. 6.2 In the event of any Leakage during the Locked Box Period which has not been deducted from the Purchase Price under subclause 3.5, the Seller shall on demand by the Purchaser pay to the Buyer on demand Purchaser by way of adjustment to the Purchase Price an amount in cash equal to such Leakage. Notwithstanding any other provision of this Agreement (and in particular any provision of Schedule 5), Schedule 5 shall not apply to this clause 6. 6.3 Without prejudice to clause 4, the Seller shall notify the Purchaser as soon as practicable upon becoming aware that any Leakage Amount (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by has occurred or is likely to occur during the Buyer and/or the Company in relation to the Leakage DemandLocked Box Period. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers 6.4 The Seller shall not be liable to make a payment under clause 5.1 subclause 6.2 in respect of any Leakage unless the Purchaser has made a written demand of the Seller under subclause 6.2, identifying the transaction or payment that comprises the Leakage and the amount of such demand is notified to the Sellers on or before the date falling 9 Leakage, within six months after the Completion Date, setting out reasonable details . The liability of the Seller in respect of a demand for a Leakage payment under subclause 6.2 shall in any event terminate if proceedings in respect of such Leakage payment have not been commenced within six months following the making of such demand (including the matter unless such claim has previously been settled or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellerswithdrawn). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in 6.5 A claim against the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) Seller in accordance with subclause 6.2 shall be the provisions sole remedy of the Purchaser in respect of any breach by the Seller of the undertaking in subclause 6.1. 6.6 The aggregate liability of the Seller in respect of this agreement and clause 6 shall not exceed an amount equal to make such determination as soon as practicable and the Leakages and, in any event within 10 Business Days event, shall not exceed the amount of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsPurchase Price.

Leakage. 5.1 The Sellers undertake to 4.1 In accordance with clause 3.1(d), the Buyer to pay to the Buyer on demand Purchase Price shall be reduced by an amount equal to the net effects (after deducting any Leakage Tax Benefit) of any Leakage (the "Net Leakage Amount"). 4.2 The Seller has prior to the date hereof identified certain items which constitute Leakage. The items that constitute Leakage and the Net Leakage Amount are listed in Schedule 10 (Known Leakage) (the “Known Leakage”). 4.3 The Leakage Demandand the Net Leakage Amount identified by the Seller and set out in Schedule 10 (Known Leakage) plus costs shall be binding for the purposes of determining the Purchase Price payable at Completion and expenses shall only be subject to challenges in accordance with this clause 4. 4.4 If the Buyer identifies any Additional Leakage within six (6) months after Completion, then the Buyer shall be entitled to deliver, within this six (6) month period, a written notice to the Seller, setting out the Additional Leakage identified, together with evidence thereof and a calculation of the net effects (after deducting any irrecoverable VAT thereonLeakage Tax Benefit) reasonably and properly incurred by of such Additional Leakage (the Buyer and/or "Net Additional Leakage Amount"). For the Company in relation avoidance of doubt, notwithstanding anything set out to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and contrary in this agreement, the Sellers Seller shall not be liable under clause 5.1 unless such demand is to reimburse the Buyer in respect of: (a) any Permitted Leakage; (b) any Leakage notified to after the Sellers on or before the date falling 9 expiry of six (6) months after the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 4.5 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Seller shall, within twenty (20) Business Days upon of receipt of a Leakage Demand to state notice described in clause 4.4, respond thereto in writing whether or not they agree with it or and the Buyer and the Seller shall in good faith negotiate to resolve the case of disagreement, the areas of disputematter. If the Sellers Buyer and the Seller do not respond to reach agreement on the Net Additional Leakage Amount within twenty (20) Business Days of receipt by the Buyer they of the written response from the Seller, the amount of any disputed portion of the Net Additional Leakage Amount shall be determined by an independent expert (the "Independent Expert"), who will be deemed to have agreed appointed and resolve the Leakage Demand and it shall become final and binding on matter as follows: (a) the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers Seller and the Buyer may agree in writingwill jointly appoint one of the following accountancy firms as the Independent Expert, provided that such firm can be considered as independent: (i) the Leakage Demand shall become final and binding on the Sellers and the Buyer.PwC, (ii) EY, (iii) KPMG or (iv) Deloitte; 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and (b) if the matter is resolved by agreement (with such amendments thereto as the Sellers Seller and the Buyer may agree in writingfail to jointly appoint the Independent Expert within ten (10) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage DemandBusiness Days, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity each of such Expert them shall be agreed between entitled to request the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity chairman of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Netherlands Institute of Chartered Accountants in England and Wales (Nederlandse Beroepsorganisatie van Accountants) to make a binding nomination for the Independent Expert to be appointed by them from one of the following accountancy firms: (i) PwC, (ii) EY, (iii) KPMG or (iv) Deloitte, provided that such firm can be considered as independent; (c) the terms of reference for the Independent Expert shall be to determine the amount of any disputed Net Additional Leakage Amount, if any, within 10 fifteen (15) Business Days of its appointment; (d) the expiry of the Expert Appointment Period, on the application of any party. The Independent Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed entitled to determine the matters in dispute in relation procedure applicable to its determination; (e) the Leakage Demand (but no other matter) in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Independent Expert shall act as an expert and not as an arbitrator and his decision shall determine the dispute by means of a binding advice (in bindend advies); (f) the absence binding advice of manifest error) the Independent Expert will be final and binding on the parties. The costs Parties, save in the event of manifest error, in which event the relevant part of the binding advice will be remitted to the Independent Expert shall for correction; and (g) the fees and expenses of the Independent Expert will be borne by the Seller and the Buyer on an inversely proportional basis, based upon the relative portions of the amounts in such proportions as dispute that have been submitted to the Independent Expert may direct orfor resolution that ultimately are awarded to the Seller and the Buyer (e.g., if EUR 100,000 is in dispute, and of that amount, the absence Independent Expert awards EUR 75,000 to the Seller and EUR 25,000 to the Buyer, then the Seller will be responsible for 25% and the Buyer will be responsible for 75% of such direction, as to one half by the fees and expenses of the Independent Expert). 4.6 Within ten (10) Business Days of the Buyer and the other half by Seller reaching agreement on the Sellers pro-rata Net Additional Leakage Amount, or, as the case may be, the determination of the Net Additional Leakage Amount in accordance with clause 4.5, the Seller shall pay the Net Additional Leakage Amount to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsBuyer.

Leakage. 5.1 4.1 The Sellers undertake Seller undertakes (zobowiązuje się) and guarantees (zapewnia) to the Buyer (zobowiązanie gwarancyjne) that in the period between the Locked Box Date (exclusive that date) and the Completion Date (inclusive) no Leakage will occur (“Locked Box Covenant”). 4.2 The Seller agrees to indemnify the Buyer, on 1 EUR for 1 EUR basis and pay to in cash the Buyer on demand an amount equal to the value of the Leakage or the cash equivalent of the Leakage, that was caused by any breach of any Locked Box Covenant (“Leakage Claim”). 4.3 In the event any Leakage Amount occurred prior to the Completion Date (inclusive), and the fact and the value of the Leakage Demand) plus costs is known to the Buyer, such Leakage shall be deducted from the Purchase Price. The Parties agreed that the Leakage for the period between 1 January 2023 and expenses (together with any irrecoverable VAT thereon) reasonably 31 July 2023 amounts to EUR 2,695,026. The Leakage for the period between 1 August 2023 and properly incurred the Completion will be calculated by the Seller and provide in the Payment Notice (“Additional Leakage Amount”). 4.4 If the Buyer and/or becomes aware of any matter that gives or may give rise to a Leakage Claim, the Buyer must give notice of such Leakage Claim (“Leakage Claim Notice”) to the Seller no later than 30 (thirty) Business Days after it becomes aware of the matter on which such Leakage Claim is based. The Leakage Claim Notice shall include the information on: 4.4.1 the matter that gives or may give rise to the Leakage Claim; and 4.4.2 if reasonably practicable, an estimate of the amount of the Leakage, arising out of the Leakage Claim or the matter that gives or may give rise to the Leakage Claim. 4.5 The Buyer shall procure that the respective Project Company to provide relevant documents and information in relation to the Leakage DemandClaim to the Seller. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers 4.6 The provisions in Clauses ‎4.1 to ‎4.4 shall not in any respect be liable under clause 5.1 unless such demand is notified to the Sellers on extinguished or before the date falling 9 months after affected by the Completion Datebut, setting out reasonable details for the avoidance of doubt, no claim may be brought in respect of these provisions unless and until the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers)Completion has occurred. 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. 4.7 If the Sellers do not respond Seller pays any sum to the Buyer they will pursuant to a Leakage Claim, the Purchase Price received by the Seller for the sale of the Shares shall be deemed to have agreed be reduced by the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity amount of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantspayment.

Leakage. 5.1 12.1 The Sellers undertake Purchase Consideration shall be reduced on a rand for rand basis for any Leakage between the Effective Date and the Closing Date. 12.2 To the extent that it is only finally determined during the period of 60 business days following the Closing Date that such Leakage did occur, the Purchaser shall be required to deliver a notice to the Buyer to pay to the Buyer on demand an amount equal to any Leakage Amount (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in relation to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion Date, Sellers' Representative setting out reasonable details the quantum of the Leakage (including "Leakage Certificate") and the matter relevant supporting documentation in respect of such Leakage. 12.3 The Sellers' Representative shall be entitled, on or thing giving rise prior to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable 5th business day following receipt by the Sellers)' Representative of the Leakage Certificate, to deliver to the Purchaser a written notice specifying in reasonable detail its objections ("Final Objection Notice") to the Leakage Certificate. 5.3 The Buyer’s only remedy 12.4 If the Sellers' Representative does not deliver a Final Objection Notice within the aforementioned 5 business day period, then the amount set out in relation to the Leakage is that contained Certificate will be conclusive and binding upon the Parties and the aggregate of the values as set out in this clause 5the Leakage Certificate will constitute the Leakage. 5.4 The Sellers 12.5 If the Sellers' Representative delivers a Final Objection Notice, the Purchaser and the Sellers' Representative shall have ten Business Days upon attempt to negotiate and resolve such dispute within 5 business days of receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand Final Objection Notice (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer"Final Resolution Period"). In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify Purchaser and the other Sellers' Representative resolve such dispute in writing that it wishes to refer ("Final Resolution Agreement") during the Final Resolution Period, the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, amount stipulated in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert Final Resolution Agreement and not as an arbitrator and his decision shall (in the absence of manifest error) will be final and binding on the partiesParties. In the event the Sellers' Representative and the Purchaser fail to resolve such dispute during the Final Resolution Period, the dispute shall be referred to the Auditors. The costs Auditors shall act as experts and not as arbitrators and shall be requested to provide their decision within 10 business days of appointment. The Sellers' Representative and the Purchaser shall furnish to the Auditors such papers and other documents and information relating to the dispute as the Auditors may reasonably request and are available to the relevant Seller and the Purchaser. 12.6 Within 3 business days following final determination of the Expert Leakage in accordance with this clause 12, the Sellers shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-obliged (pro rata to their holdings respective Sellers' Proportions) to refund the amount of Sale Shares as amongst themselves. For such Leakage to the purposes Purchaser, plus interest thereon at the Prime Rate plus 200 basis points from the date on which such Leakage occurred up to and including the day immediately prior to the day on which such Leakage is refunded to the Purchaser. 12.7 Notwithstanding the provisions of this agreementclause 12.6, “Expert” means a partner if the Leakage is that contemplated in clause 2.1.76.5, then if the liability in question was not disclosed in - 12.7.1 the Ovobix Management Accounts, the Ovobix Sellers shall be required, pro rata to their respective Sellers' Proportions inter se, to refund the amount of at least 5 years’ standing at an independent leading UK firm of accountants.such Leakage to the Purchaser; or

Leakage. 5.1 The Sellers undertake 4.1 Each Seller severally (but not jointly or jointly and severally) warrants, covenants and undertakes, in respect of itself and its Affiliates only, to the Buyer Purchaser that if there has been Leakage from (but excluding) the Audited Accounts Date up to (but excluding) the date of this Agreement or there is Leakage in the Pre-Completion Period then, such Seller shall severally (but not jointly or jointly and severally), subject to Clauses 4.3 to 4.4 (inclusive), following Completion, pay in cash to the Buyer Purchaser on demand a sum equal (on a dollar for dollar basis) to the amount of such Leakage received, or agreed or arranged to be received in the case of paragraph (k) of the definition of Leakage, by or on behalf of, or for the benefit of, such Seller, in each case as the case may be (and that Seller shall be treated as having received or benefited from any related Tax Leakage). 4.2 If any of the matters described in Clauses 4.1 or 4.2 occurs or has occurred and such Leakage relates to Relevant Losses or is otherwise not received by or on behalf of, or for the benefit of, a Seller, each of the Sellers shall pay or procure payment in cash to the Purchaser on demand a sum equal (on a dollar for dollar basis) to such proportion of the Leakage as is equal to such Seller’s Liability Percentage. 4.3 The liability of each Seller pursuant to this Clause 4 shall terminate on the date falling six months after Completion (the “Leakage Claim Period Date”) unless prior to that date the Purchaser has notified the relevant Seller(s) in writing of any Leakage, setting out the identity of the relevant Sellers and the amount and reasonable details of such Leakage, together with reasonable evidence thereof (to the extent known to the Purchaser at the date of such notification), in which case, in relation to the relevant Leakage so notified, the relevant Seller(s) shall remain liable until any relevant claims have been satisfied, settled or withdrawn. 4.4 The aggregate liability of any Seller in respect of all and any Leakage Claims shall be limited to, and shall in no event exceed, the lower of: (i) an amount equal to the aggregate of: (a) any Leakage actually received by or on behalf of, or for the benefit of, or attributable to, that Seller or any of its Affiliates, in each case as the case may be (and that Seller shall be treated as having received or benefited from any related Tax Leakage); and (b) if any of the matters described in Clauses 4.1 or 4.2 occurs or has occurred and such Leakage relates to Relevant Losses or is otherwise not received by or on behalf of, or for the benefit of, or attributable to, a Seller or any of its Affiliates, a sum equal to such proportion of the Leakage as is equal to such Seller’s Liability Percentage; and (ii) the Consideration actually received by such Seller, provided that the maximum aggregate liability of the Sellers in respect of the Relevant Losses shall be an amount equal to the Holdback Amount less any Enhanced Financing Costs, and the sole and exclusive remedy of the Purchaser in respect of any Relevant Losses shall be a deduction from the Cash Consideration in accordance with Clauses 3.1.1(b) and 4.5 and (as applicable) the Holdback Amount in accordance with Clause and 8.9. 4.5 If the board of directors of Connect Bidco Limited becomes aware of any Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in relation to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and the one or more Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers (on its own behalf or on behalf of any of its Affiliates) (each a “Relevant Seller”) on or before prior to the date falling 9 months after eleven Business Days prior to the Scheduled Completion Date, setting out reasonable details the Investor Sellers shall notify the Purchaser in writing of the Leakage (including the matter or thing giving rise to the relevant such Leakage and the amount of such Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute Final Completion Schedule (the “Referral NoticeNotified Leakage Amount”). The identity , and, in each such case, pursuant to Clause 3, the share of the Cash Consideration that would have been payable in cash to such Relevant Seller shall so far as possible be reduced by an amount equal to such Notified Leakage Amount, which shall discharge the Relevant Seller’s obligation to make payment of such Expert Notified Leakage Amount pursuant to Clause 4.1 to the extent of the reduction, provided that, if and to the extent that the aggregate Notified Leakage amount in respect of the Relevant Seller is greater than that Relevant Seller’s share of the Cash Consideration, such Relevant Seller’s Consideration Shares shall be agreed between the parties reduced accordingly. 4.6 The Parties agree that Clauses 4.1 and the Expert 4.2 (and, in respect of Relevant Losses, Clause 8.9) shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity sole and exclusive remedy of the Expert within the Appointment Period, an Expert shall be appointed by the President Purchaser for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions breach of this agreement and to make such determination as soon as practicable and Clause 4 by any Seller, provided that nothing in this Clause 4.6 shall release any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsSeller from liability for fraud.

Leakage. 5.1 The Sellers undertake (a) No later than five (5) Business Days prior to the Closing Date, Sellers shall deliver to Buyer a statement setting out the nature and amount of any Leakage known to Sellers (any Leakage so notified constituting Notified Leakage). Sellers shall prepare this statement of Notified Leakage in good faith and deliver it together with such details that are required by Buyer to enable it to reasonably assess the Notified Leakage. (b) Except for the Notified Leakage already taken into account in the determination of the Purchase Price in accordance with Section 3.1(a), Sellers shall indemnify Buyer in respect of, and shall be liable to pay to Buyer an amount (on a euro-for-euro basis) in cash corresponding to, any Leakage notified by Buyer within the time limits set forth below in this Section 4(b). Buyer on demand is entitled to require payment from Sellers, and Sellers shall pay to Buyer (or a Group Company, if so designated by Buyer), an amount equal to such Leakage, provided that Buyer has, without undue delay and in any Leakage Amount (Leakage Demand) plus costs and expenses (event no later than on 31 December 2022, delivered to the Sellers’ Representative a written notice together with any irrecoverable VAT thereonthe relevant particulars specifying: (i) the nature of the Leakage; (ii) the amount required to be paid in respect thereof; and (iii) to the extent available to Buyer, such other information as is required by Sellers to enable them to reasonably assess the existence and properly incurred by amount of the Leakage. (c) Sellers shall pay to Buyer and/or the Company in relation an amount equal to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales immediately available funds within 10 Business Days after the receipt by Sellers of the expiry of the Expert Appointment PeriodBuyer’s written notice, on the application of any party. The Expert shall be provided with a copy of the Referral Notice unless disputed by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) Sellers in accordance with Section 4(d). (d) If Sellers dispute a notification of Leakage delivered by Buyer pursuant to Section 4(b) and the provisions Parties are unable to agree as to whether the Leakage notified therein has occurred, or as to the amount thereof, then Sellers will not be obligated to pay to Buyer the disputed amount of this agreement such Leakage until the matter has been settled by Ernst & Young or, in case such firm does not accept the appointment, a reputable and independent public accountant jointly agreed upon by the Parties (the Independent Expert). The Independent Expert shall seek to make such determination as soon as practicable and in any event render a decision together with a statement of reasons thereof within 10 40 Business Days of the Expert being instructed submission of any dispute concerning the determination of the Leakage. The decision may include the acceptance of either Party's proposal for the amount of the Leakage, or such longer period as a determination of any amount between the Expert shall, in two proposals. Save for clear and manifest errors affecting the Expert’s discretion, reasonably require. In making such determinationsubstance of the decision, the decision of the Independent Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on upon the parties. The costs Parties, without recourse to any legal proceedings, and Seller(s) shall pay to Buyer any Leakage in accordance with such decision of the Independent Expert. (e) The fees and expenses of the Independent Expert shall be borne by the Parties in such proportions as proportion to the Expert may direct or, in amounts by which their respective proposals on the absence Leakage differ from the final determination of such direction, as to one half amount by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Independent Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountants.

Leakage. 5.1 The Sellers undertake (a) Seller and each Warrantor warrants to Buyer that: (i) there has been no Leakage from (but excluding) the Locked Box Date to the date of this Agreement; and (ii) no arrangement or agreement has been made, entered into or committed to that has resulted in any Leakage from (but excluding) the Locked Box Date to the date of this Agreement, or will result in any Leakage during the period from and including the date of this Agreement to Closing. (b) Seller and each Warrantor covenants and undertakes to Buyer that if: (i) there has been Leakage from (but excluding) the Locked Box Date to the date of this Agreement, or there is Leakage in the period from and including the date of this Agreement to Closing; or (ii) any arrangement or agreement has been made, entered into or committed to or is made or entered into that will result in any Leakage during the period from and including the date of this Agreement to Closing, then, Seller shall, subject to Sections 4(d), (e) and (f) below, following Closing, pay or procure payment in cash to Buyer (within thirty (30) Business Days of receipt by Seller of a written demand from Buyer) a sum equal to the amount of such Leakage. (c) If Seller or any Warrantor after the date of this Agreement becomes aware of any matter which constitutes Leakage, Seller or the relevant Warrantor shall deliver to Buyer a statement setting out the nature and amount of such Leakage not later than five (5) Business Days prior to Closing. Any such Leakage notified to Buyer is referred to in this Agreement as Notified Leakage. (d) Seller’s liability pursuant to Sections 4(a) and (b): (i) is subject to Seller receiving from Buyer a written notice together with the relevant particulars specifying the nature of the Leakage in reasonable detail and the amount required to be paid in respect thereof; (ii) shall terminate on the date falling nine (9) months from the Closing Date; and (iii) shall in no event exceed the total Purchase Price actually received by Seller. (e) If Seller disagrees with Buyer’s Leakage notification made pursuant to Section 4(d)(i) above or any part thereof, and Buyer and Seller are unable to agree whether or not Seller is responsible to pay any amount of Leakage, Seller will not be required to pay to Buyer such amounts that are in dispute unless and until the Buyer on demand matter has been finally settled in accordance with Section 14.14 (Arbitration). (f) For the purposes of Sections 4(a) and (b) the amount of any Leakage shall: (i) not include any amount in respect of VAT which is actually recoverable by repayment or credit by a Group Company or by the representative member of any group for VAT purposes of which the relevant Group Company is a member; and (ii) be reduced by an amount equal to any Leakage Amount (Leakage Demand) plus costs and expenses (together with reduction in a liability of a Group Company or Buyer to make an actual payment of Tax as a result of the use by a Group Company or Buyer of any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in relation to Relief which would not have been available but for the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before the date falling 9 months after the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers)it. 5.3 The Buyer’s only remedy in relation to Leakage is that contained (g) For the avoidance of doubt, the undertakings by Seller and each Warrantor set out in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers Section 4 do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as way apply to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsany Permitted Leakage.

Leakage. 5.1 The Sellers undertake (a) From the date hereof until the date that is two (2) Business Days prior to the anticipated Closing Date, Seller shall notify Buyer promptly upon becoming aware, of the payment or incurrence (including pursuant to pay any contract or agreement providing therefor) of any Leakage by the Company, and shall provide to Buyer such information as Buyer may reasonably request relating thereto. Not less than two (2) Business Days prior to the anticipated Closing Date, Seller shall provide to Buyer a statement identifying in reasonable detail all amounts of Leakage that, to Knowledge of Seller, have occurred or will occur on demand an amount or prior to the Closing Date. (b) Following the Closing, but subject to Section 2.03(c), Seller shall pay Buyer (or the Company, as Buyer may direct) a sum equal to the amount of any Leakage Amount (Leakage Demand) that was not included in the calculation of the Purchase Price plus costs any reasonable and documented out-of-pocket legal and other professional fees, disbursements and expenses actually paid by Buyer or its Affiliates in connection with enforcing such recovery. The parties shall cooperate in good faith to determine the amount of such Leakage, provided that if the amount of Leakage has not been agreed between the parties within twenty (together 20) Business Days after Buyer notifies Seller of any such Leakage, either party may request that face to face discussions be conducted between the chief executive officer of Seller and the chief executive officer of Buyer. If such individuals are unable to resolve the dispute within five (5) Business Days of the request for such discussions by either party, Buyer may seek to enforce its right to recover therefor in accordance with any irrecoverable VAT thereonSection 14.11. Any such payment shall be made within five (5) reasonably Business Days following the date that the amount of such Leakage is determined as provided in this Section. (c) Seller shall have no liability pursuant to Section 2.03(b) unless Buyer has provided written notice to Seller, including supporting information regarding the existence and properly incurred by amount of Leakage that was not included in the Buyer and/or calculation of the Company in relation Purchase Price to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 extent such information is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified reasonably available to the Sellers Buyer, on or before the date falling 9 that is eighteen (18) months after following the Completion Closing Date. (d) Notwithstanding anything in this Agreement to the contrary, setting out reasonable details Buyer shall not be entitled to any remedy in respect of any Leakage other than payment pursuant to this Section 2.03; provided that nothing in this Section shall limit the obligations of Seller under Section 7.01 or the remedies of Buyer hereunder in case of a breach thereof. (e) Any payments in respect of Leakage paid pursuant to Section 2.03(b) shall be treated as an adjustment to the amount of the Leakage (including the matter or thing giving rise Purchase Price allocated to the relevant Leakage Shares for United States and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers)applicable state and local income Tax purposes. 5.3 The Buyer’s only remedy in relation (f) During the eighteen (18) months following the Closing, Seller shall and shall cause its Affiliates to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand make available to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (interviews with such amendments thereto individuals, and such information and books and records, work papers and any work papers of Seller’s and its Affiliates’ independent accountants as the Sellers and the may be reasonably requested by Buyer may agree in writing) the connection with its review of whether any Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demandoccurred; provided, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event however, that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled independent accountants of Seller and has its Affiliates shall not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions of this agreement and obligated to make any work papers available to Buyer unless and until Buyer has signed a customary agreement relating to such determination as soon as practicable access to work papers in form and in any event within 10 Business Days of the Expert being instructed or substance reasonably acceptable to such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such directionaccountants, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsapplicable.

Leakage. 5.1 ‌ 4.1 The Sellers undertake Seller: (a) warrants to the Buyer Purchaser that there has not been from (but excluding) the Locked Box Date to pay (and including) the date of this agreement; and (b) undertakes to the Buyer on demand an amount equal to any Leakage Amount (Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company in relation to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers shall procure that there will not be liable under clause 5.1 unless such demand is notified to the Sellers on or before from (but excluding) the date falling 9 months after of this agreement to (and including) the Completion Date, setting out reasonable details of any Leakage, provided that the Seller shall have no liability to the Purchaser under clause 4.6 if Completion does not occur.‌ 4.2 During the Leakage Claim Period, if the Purchaser considers that any Leakage (including other than Leakage as notified in the matter or thing giving rise Final Completion Schedule) has occurred in breach of clause 4.1, the Purchaser shall give notice in writing of such fact to the Seller specifying in reasonable detail the matters which are in dispute (a Leakage Dispute Notice), and the Seller and the Purchaser shall seek to agree the amount of the relevant Leakage (the Leakage Adjustment Amount).‌ 4.3 If the Seller and the Purchaser cannot reach agreement on the Leakage Adjustment Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have within ten Business Days upon following receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreementDispute Notice, the areas Seller or the Purchaser may refer the dispute to such individual at an independent firm of dispute. If chartered accountants of international repute as the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers Purchaser and the Buyer. 5.5 If the Sellers Seller may agree the Leakage Demand (with or, failing agreement or failing such amendments thereto appointment being accepted within five Business Days, to such independent firm of chartered accountants of international repute as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Periodmay, on the joint application of the Seller and the Purchaser, nominate (the Leakage Expert), with the costs of such joint application (ICAEW Application Costs) being borne equally as between the Seller and the Purchaser. 4.4 Each party shall bear its own costs with respect to the finalisation of any partyLeakage Adjustment Amount. The costs of any Leakage Expert appointed pursuant to clause 4.3 shall be provided with a copy borne by the Purchaser and the Seller as set out in subclause 4.5(d). 4.5 In respect of any Leakage Expert appointed pursuant to clause 4.3: (a) the Referral Notice by either party and Leakage Expert shall be instructed to determine decide the matters in dispute in relation to and notify the Leakage Demand (but no other matter) in accordance with Seller and the provisions Purchaser of this agreement and to make such determination as soon as practicable and in any event decision within 10 30 Business Days of following the Expert being instructed appointment or such longer period as the Leakage Expert shall, in the Expert’s discretion, may reasonably require. In making such determination, ; (b) the Leakage Expert shall act as an expert and not as an arbitrator and his arbitrator; (c) the decision shall (of the Leakage Expert shall, in the absence of fraud or manifest error) , be final and binding on the parties. The parties;‌ (d) the costs of the Leakage Expert and the ICAEW Application Costs shall be borne in such proportions as the Leakage Expert may direct directs (and in determining the amount of the ICAEW Application Costs to be borne by a party, the Leakage Expert shall take into account the amounts already paid by the Seller and the Purchaser) or, in the absence of such direction, equally as between the Seller and the Purchaser; and (e) each party shall provide or procure the provision to one half the Leakage Expert of all such information as the Leakage Expert reasonably requires.‌ 4.6 If any Leakage is notified by the Buyer Seller in the Final Completion Schedule, the parties agree that the Consideration payable by the Purchaser shall be reduced by an amount equal to such Leakage.‌ 4.7 If a Leakage Adjustment Amount is agreed or determined in accordance with clauses 4.2 and/or 4.3, the Seller shall pay the relevant Leakage Adjustment Amount to the Purchaser in cash within ten Business Days following such agreement or determination, such payment to be by way of an adjustment to the amount of the Consideration received by the Seller. Without prejudice to clause 4.6, a claim under this clause 4.7 shall be the sole remedy available to the Purchaser arising (directly or indirectly) from a breach of clause 4.1. 4.8 In the event that any Leakage results from any Tax falling within paragraph (m) of the definition of Leakage that arises as a result of or in respect of any matter that would have been Leakage but for paragraph (h) of the definition of Permitted Leakage (LMI Carve-Out Tax Leakage), the amount of such Leakage shall be determined after taking into account all Seller’s Reliefs or Accounts Reliefs available to the relevant Target Group Company to reduce the amount of such Tax, and the other half provisions of paragraph 5 (Conduct of tax claims) of Schedule 6 shall apply to a claim made in respect of LMI Carve-Out Tax Leakage as they apply to any claim made under paragraph 2 of Schedule 6 (with the necessary changes having been made). 4.9 The liability of the Seller pursuant to this clause 4 shall terminate on the expiry of the Leakage Claim Period, save in respect of any Leakage Dispute Notice duly notified by the Sellers pro-rata Purchaser in compliance with clause 4.2 to their holdings the Seller prior to that date. 4.10 Nothing in this clause 4 limits or excludes any liability for or in respect of Sale Shares as amongst themselves. For the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsfraud.

Leakage. 5.1 The Sellers undertake 4.1 Each Seller undertakes to the Buyer Purchaser that in the period from (and excluding) the Locked Box Date up to (and including) the Completion Date there has been no Leakage and no arrangement or agreement or offer has been made or entered into that has resulted or will result in any Leakage. 4.2 In the event of any Leakage which is prohibited by Clause 4.1 (but subject always to Clause 4.3), (x) if such Leakage is identified prior to the Completion Date, the Sellers’ Representative shall notify the Purchaser of such Leakage in accordance with Clause 3.4(b), and such amount shall be deducted from the Consideration; or (y) if such Leakage is identified following the Completion Date, subject to the limitations on each Sellers’ liability set out in this Clause 4 and Schedule 5, each Seller covenants to the Purchaser to pay or procure payment to the Buyer Purchaser (or to its order) on written demand by the Purchaser an amount in cash equal to the aggregate of the amount or value of such Leakage, provided that, in each case: (a) any Leakage Amount may not be required to be repaid more than once to the Purchaser; (b) to the extent the Leakage Demand) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by concerns an item which is not the Buyer and/or payment of a sum of monies, the payment shall be equal to the amount which places the relevant Group Company in relation the same position as if such Leakage had not occurred; (c) to the extent any Leakage Demandis received or made in favour of a given Seller or its Related Persons, the payment obligation shall be entirely borne by such Seller and such Seller shall also be liable for the full amount of any Tax (including amounts in respect of VAT and/or employer’s social security contributions) arising on or with respect to such Leakage (in accordance with the closing language of such defined term) regardless of the person on whom that Tax is primarily chargeable; and (d) subject to Clause 4.2(c), to the extent the Leakage is received by a third party and not by a Seller or a member of such Seller’s Group or Related Person, the repayment obligation shall be borne by all Sellers, in proportion of the Relevant Proportion of each Seller. 5.2 Any demand for payment under clause 5.1 is invalid and the Sellers 4.3 No Seller shall not be liable for any claim under clause 5.1 this Clause 4 unless such demand is notified written notice has been given to the Sellers Sellers’ Representative on or before the date falling which is the earlier of: (a) 9 months after following the Completion Date and (b) 2 months post completion of the audit of the Group’s consolidated financial statements for the year ended 31 December 2019 (such date, the “Cut-Off Date”); provided, that notwithstanding the foregoing, if the Longstop Date is extended to the Extended Longstop Date pursuant to Clause 6.10, then the “Cut-Off Date” will be the date which is 9 months following the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or 4.4 Save in the case of disagreementfraud, the areas aggregate liability of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) each Seller for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions breach of this agreement and to make such determination as soon as practicable and Clause 4 shall not in any event within 10 Business Days of circumstances exceed the Expert being instructed or Consideration received by such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the parties. The costs of the Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselvesSeller. For the purposes of this agreementClause 4.4, “Expert” means a partner any deemed adjustment (by way of at least reduction) to the Consideration pursuant to paragraph 20 of Schedule 5 years’ standing at an independent leading UK firm shall be disregarded in determining the Consideration received by such Seller. 4.5 The Sellers undertake to notify the Purchaser in writing as soon as reasonably practicable after becoming aware of accountantsanything that would constitute, or would reasonably be expected to constitute, the occurrence of any Leakage.

Leakage. 5.1 The Sellers undertake 7.2.1 Provided that Closing has occurred, each Seller undertakes to pay an amount to the Buyer to pay in cash equal to the Buyer on demand an value or amount equal to of: (a) any Leakage Amount received by such Seller or any of its Affiliates; and (Leakage Demandb) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred by the Buyer and/or the Company its pro rata portion in relation to the proceeds distributed to each Seller in accordance with Appendix 4.2.2, of any Leakage Demandwhich is not covered by Section 7.1.1(a) in each case less the amount of any Known Leakage which has already reduced the Purchase Price in accordance with Section 4.1(b) but otherwise without any deduction or set-off whatsoever. 5.2 Any demand 7.2.2 None of the provisions of Section 10.3 shall apply to a Leakage Claim, provided however that each Seller’s liability is individual, i.e. the Sellers’ liability shall not be joint, save that in respect of a Leakage Claim under Section 7.2.1(b), Altor shall be jointly liable together with the Minority Sellers, other than Kaupthing, but no Minority Seller shall be jointly liable together with any other Seller. 7.2.3 The liability of each of the Sellers for payment under clause 5.1 is invalid and Leakage Claims shall terminate twelve months following Closing except in relation to any Leakage Claim of which notice has previously been given to the Sellers. 7.2.4 Notwithstanding the provisions of Section 7.2.3, nothing in this Agreement shall have the effect of limiting, restricting or excluding the liability of a Seller in respect of a Leakage Claim arising as a result of its or his or her own fraud. 7.2.5 In the event that the Sellers disputes a Leakage Claim, the Sellers shall not be liable under clause 5.1 unless such demand is notified give notice of the dispute to the Sellers on or before Buyer stating the date falling 9 months after reasons for the Completion Date, setting out reasonable details of the Leakage (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond fail to provide such notice within five Business Days of the Buyer they will Buyer’s demand for payment, the Seller shall be deemed to have agreed accepted the validity of the Leakage Demand Claim. The Buyer and it shall become final and binding on the Sellers and shall use all reasonable efforts to resolve the dispute but if they have not resolved it within 20 Business Days of the date on which the Sellers’ notice of dispute is delivered to the Buyer. 5.5 If , either the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and or the Buyer may agree in writing) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or dispute to any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute independent firm of chartered accountants (the “Referral NoticeIndependent Expert”). The identity ) on whose appointment the Buyer and the Seller shall agree or, in default of such Expert shall be agreed between the parties and the Expert shall be appointed agreement within 15 five Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Periodany proposal for such appointment, an Expert as shall be appointed by the President for the time being Stockholm Chamber of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, Commerce on the application of any partyeither the Sellers Representative or the Buyer. The Independent Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to only the Leakage Demand (Claim but no other matter) in accordance with not any dispute involving the provisions interpretation of any provision of this agreement and to make such determination as soon as practicable and in any event within 10 Business Days of the Expert being instructed or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Agreement. 7.2.6 The Independent Expert shall act as an expert and not as an arbitrator arbitrator, and his its decision shall (be final and binding in the absence of manifest error) be final and binding on the parties. The costs fees of the Independent Expert shall be borne in such proportions as the Expert may direct or, in the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata and the Buyer in equal shares. If either of the Buyer or the Sellers shall fail to their holdings pay its share of Sale Shares as amongst themselves. For such fees, the purposes of this agreement, “Expert” means a partner of at least 5 years’ standing at an independent leading UK firm of accountantsother Party may in its absolute discretion pay such fees on the defaulting Party’s behalf and the defaulting Party shall immediately upon demand reimburse the Party making the payment.

Leakage. 5.1 The Sellers undertake to If any Leakage other than Permitted Leakage occurs between the Buyer to Accounts Date (excluded) and Completion (included) the Seller shall, from and after Completion, pay to the Buyer on demand an amount Purchaser a sum equal to the amount of such Leakage less the amount of any Leakage Amount effective cash Tax benefit for any Target Entity or the Purchaser as a result of such Leakage, provided however that (Leakage Demandi) plus costs and expenses (together with any irrecoverable VAT thereon) reasonably and properly incurred no claim made by the Buyer and/or Purchaser under this Article 5 shall give rise to a payment obligation of the Company in relation to the Leakage Demand. 5.2 Any demand for payment under clause 5.1 Seller if notice of such claim is invalid and the Sellers shall not be liable under clause 5.1 unless such demand is notified to the Sellers on or before given after the date falling 9 which is five (5) months after the Completion Date, setting out reasonable details of the Leakage and (including the matter or thing giving rise to the relevant Leakage and the Leakage Amount (where known), together (where calculable) with the amount repayable by the Sellers). 5.3 The Buyer’s only remedy in relation to Leakage is that contained in this clause 5. 5.4 The Sellers shall have ten Business Days upon receipt of a Leakage Demand to state in writing whether or not they agree with it or in the case of disagreement, the areas of dispute. If the Sellers do not respond to the Buyer they will be deemed to have agreed the Leakage Demand and it shall become final and binding on the Sellers and the Buyer. 5.5 If the Sellers agree the Leakage Demand (with such amendments thereto as the Sellers and the Buyer may agree in writingii) the Leakage Demand shall become final and binding on the Sellers and the Buyer. 5.6 If the Sellers disagree with the Leakage Demand, the parties shall endeavour in good faith to agree any matter in dispute and if the matter is resolved by agreement (with such amendments thereto as the Sellers and the Buyer may agree in writing) then the Leakage Demand shall become final and binding on the Sellers and the Buyer. In the event Purchaser agrees that the parties are unable to reach agreement on a disputed Leakage Demand, any party may notify the other in writing that it wishes to refer the Leakage Demand (or any part which remains unsettled and has not been withdrawn) to an Expert (as defined below) for determination, such notification to identify the matters in dispute (the “Referral Notice”). The identity of such Expert shall be agreed between the parties and the Expert shall be appointed within 15 Business Days of a Referral Notice being served (the “Expert Appointment Period”). If the parties fail to agree the identity of the Expert within the Appointment Period, an Expert shall be appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales within 10 Business Days of the expiry of the Expert Appointment Period, on the application of any party. The Expert shall be provided with a copy of the Referral Notice by either party and shall be instructed to determine the matters in dispute in relation to the Leakage Demand (but no other matter) in accordance with the provisions of this agreement Article 5 shall be its exclusive remedy in connection with such Leakage and that it shall have no other claim against the Seller or any of its Affiliates in this respect (in particular on the basis of a breach of an inaccuracy of any of the Seller’s Warranties) and neither the Seller nor any of its Affiliates shall have any other liability to make the Purchaser with respect to such determination as soon as practicable and in any event within 10 Leakage. Prior to the Completion Date, the Seller will use reasonable endeavours to notify to the Purchaser at the latest ten (10) Business Days of prior to the Expert being instructed Completion Date any known payment or such longer period as the Expert shall, in the Expert’s discretion, reasonably require. In making such determination, the Expert shall act as an expert and other event constituting a Leakage (which is not as an arbitrator and his decision shall (in the absence of manifest error) be final and binding on the partiesa Permitted Leakage). The costs of Purchaser and the Expert Seller shall be borne in such proportions as entitled to set-off the Expert may direct or, in relevant amounts against the absence of such direction, as to one half by the Buyer and the other half by the Sellers pro-rata to their holdings of Sale Shares as amongst themselvesPurchase Price. For the purposes sake of clarity, the liability of the Seller in connection with this agreementArticle 5 shall not be increased if it fails to notify any Leakage prior to the Completion Date. If any Leakage referred to in paragraph (l) of the definition of “Leakage” and, but only in relation to any such Leakage, referred to in paragraphs (m) and (n) of the definition of “Expert” means Leakage”, occurs after Completion, the Seller shall pay to the Purchaser a partner sum equal to the amount of at least 5 years’ standing at an independent leading UK firm such Leakage less the amount of accountantsany effective cash Tax benefit for any Target Entity or the Purchaser as a result of such Leakage and the provisions of Article 10.11 relating to Third Party Claims shall apply mutatis mutandis to the conduct of any claim or litigation with the employees referred to in paragraph (l) of the definition of “Leakage”.