Common use of Leakage Clause in Contracts

Leakage. 4.1 If there is any Leakage from (and excluding) 31 March 2021 up to and including the Completion Date (as it relates to the iQ Propcos), and to the extent that this is received by, or otherwise directly or indirectly, benefits any member of the Sellers’ Group, such member of the Sellers’ Group irrevocably undertakes and covenants that (subject to clauses 4.2 and 4.3) it shall within 20 days of receipt of demand for payment by any member of the Purchaser’s Group, pay (or procure the payment) to the Nominated Leakage Payee, an amount in cash (on a pound for pound basis) equal to the value or amount of such Leakage (a “Leakage Amount”) and such amount shall constitute a reduction of the Consideration by the Leakage Amount in respect of that Seller’s Shares. 4.2 Any demand for payment under clause 4.1 must set out full details of the Leakage, the Leakage Amount and the amount payable by the relevant member of the Sellers’ Group. 4.3 No member of the Sellers’ Group shall be liable under clause 4.1 unless a demand for payment is made in accordance with clause 4.2 within the period of nine calendar months immediately following Scheme Completion. 4.4 Except for any Taxation that constitutes Leakage under limb (g) of the definition of Leakage, no member of the Sellers’ Group shall bear, assume or pay nor warrant nor provide any indemnity in respect of any other Taxation in connection with the Purchaser’s acquisition of the iQ Propcos, including without limitation and for the avoidance of doubt any stamp duties associated therewith, which shall be the sole responsibility and liability of the Purchaser. 4.5 On or before the Completion Date (as it relates to the iQ Propcos), GCP shall procure that an application is made to HM Revenue & Customs pursuant to s.43

Leakage. 4.1 If The Seller warrants, covenants and undertakes to the Purchaser that there is any has been no Leakage from (and but excluding) 31 March 2021 up the Locked Box Date to (and including including) the date of this Agreement. 4.2 The Seller warrants, covenants and undertakes to the Purchaser that if: 4.2.1 there has been Leakage from (but excluding) the Locked Box Date to the date of this Agreement or there is Leakage in the Pre-Completion Period; and/or 4.2.2 any arrangement or agreement has been made prior to the date of this Agreement or is made during the Pre-Completion Period that in either case has resulted or will result in any Leakage (i) from (but excluding) the Locked Box Date to the date of this Agreement; (ii) during the Pre-Completion Period; or (iii) at any time after the Completion Date Date, then, the Seller shall, subject to Clauses 4.3 to 4.6 (as it relates inclusive), following Completion, pay in cash to the iQ Propcos), and to the extent that this is received by, or otherwise directly or indirectly, benefits any member of the Sellers’ Group, such member of the Sellers’ Group irrevocably undertakes and covenants that (subject to clauses 4.2 and 4.3) it shall within 20 days of receipt of Purchaser on demand for payment by any member of the Purchaser’s Group, pay (or procure the payment) to the Nominated Leakage Payee, an amount in cash a sum equal (on a pound for pound basis) to the amount of (i) such Leakage (including, for the avoidance of doubt, any related Tax Leakage); and (ii) all reasonable costs properly incurred by the Purchaser’s Group in connection with its recovery of such Leakage (including any Tax suffered by the Purchaser’s Group as a result of any payment received under this Clause 4.2). 4.3 The liability of the Seller pursuant to Clause 4.2 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 Seller in writing of any Leakage. 4.4 Any notice provided pursuant to Clause 4.3 shall set out (to the extent such details are available at the time) the amount and reasonable details of the relevant Leakage (provided that failure to provide such details shall not invalidate notice), in which case, in relation to the relevant Leakage so notified, the Seller shall remain liable until any relevant claims have been satisfied, settled or withdrawn. 4.5 The aggregate liability of the Seller in respect of all and any Leakage Claims shall be limited to, and shall in no event exceed, an amount equal to sum of (i) any and all Leakage referred to in Clause 4.2; and (ii) all reasonable costs properly incurred by the value Purchaser’s Group in connection with its recovery of the relevant Leakage as referred to in Clause 4.2. 4.6 If the Seller notifies the Purchaser in writing prior to Completion of any Leakage (on its own behalf or on behalf of any of its Affiliates or any of the Seller’s or its Affiliates’ respective directors, officers or employees, and including any related Tax Leakage) and the amount of such Leakage (a the “Notified Leakage Amount”) and ), then, pursuant to Clause 3, the Consideration shall, so far as possible, be reduced by an amount equal to such amount Notified Leakage Amount, which shall constitute a reduction discharge the Seller’s obligation to make payment of such Notified Leakage Amount pursuant to Clause 4.2 to the extent of the Consideration by reduction, but shall not relieve the Leakage Amount in respect Seller of that Seller’s Shares. 4.2 Any demand for payment under clause 4.1 must set out full details of the Leakage, the Leakage Amount and the amount payable by the relevant member of the Sellers’ Group. 4.3 No member of the Sellers’ Group shall be liable under clause 4.1 unless a demand for payment is made in accordance with clause 4.2 within the period of nine calendar months immediately following Scheme Completion. 4.4 Except for any Taxation that constitutes Leakage under limb (g) of the definition of Leakage, no member of the Sellers’ Group shall bear, assume or pay nor warrant nor provide any indemnity liability in respect of any other Taxation in connection with Leakage (including any related Tax Leakage) which is not included within such Notified Leakage Amount or any reasonable costs properly incurred by the Purchaser’s acquisition Group in its recovery of such Leakage as referred to in Clause 4.2. 5 Period before Completion 5.1 From the date of this Agreement until the earlier of Completion or the termination of this Agreement, the Seller and the Purchaser shall comply with their respective obligations set out in Schedule 1. 5.2 At least five Business Days prior to the Completion Date, a schedule in substantially the same form (and containing the same information, save where such information is required to be adjusted in order to deliver to the Purchaser the information set out below) as the Draft Completion Schedule (the “Final Completion Schedule”) shall be delivered to the Purchaser by or on behalf of the iQ PropcosSeller, setting out, in each case as at the Completion Date: 5.2.1 the Existing Shareholder Debt Repayment Amount; 5.2.2 all of the Seller Transaction Costs of which the Seller is aware, having made all reasonable enquiries, as at the date of preparation and delivery of the Final Completion Schedule; 5.2.3 the Aggregate Notified Leakage Amount; 5.2.4 the Consideration, reflecting the amounts of the Disclosed Seller Transaction Costs and the Aggregate Notified Leakage Amount (if any), each as set out in this statement and referred to in Clauses 5.2.2 and 5.2.3 above; and 5.2.5 the amount and relevant payee for items of Disclosed Seller Transaction Costs, including without limitation details of which Disclosed Seller Transaction Costs have not been and will not be paid prior to Completion. 5.3 The Final Completion Schedule shall take the same form and contain the same information as the Draft Completion Schedule in all respects save for any adjustments that need to be made in order for the avoidance of doubt any stamp duties associated therewith, which shall be the sole responsibility and liability of the Purchaser. 4.5 On or before the Completion Date (as it relates Seller to deliver to the iQ PropcosPurchaser the information referred to in Clauses 5.2.1 to 5.2.5 (inclusive), GCP shall procure that an application is made to HM Revenue & Customs pursuant to s.43.

Leakage. 4.1 If there is any Leakage from (and excluding) 31 March 2021 up to and including the Completion Date (as it relates to the iQ Scape Propcos), and to the extent that this is received by, or otherwise directly or indirectly, benefits any member of the Sellers’ Group, such member of the Sellers’ Group irrevocably undertakes and covenants that (subject to clauses 4.2 and 4.3) it shall within 20 days of receipt of demand for payment by any member of the Purchaser’s Group, pay (or procure the payment) to the Nominated Leakage PayeePurchaser, an amount in cash (on a pound for pound basis) equal to the value or amount of such Leakage (a “Leakage Amount”) and such amount shall constitute a reduction of the Consideration by the Leakage Amount in respect of that Seller’s Shares. 4.2 Any demand for payment under clause 4.1 must set out full details of the Leakage, the Leakage Amount and the amount payable by the relevant member of the Sellers’ Group. 4.3 No member of the Sellers’ Group shall be liable under clause 4.1 unless a demand for payment is made in accordance with clause 4.2 within the period of nine calendar months immediately following Scheme Completion. 4.4 Except for any Taxation that constitutes Leakage under limb (g) of the definition of Leakage, no member of the Sellers’ Group shall bear, assume or pay nor warrant nor provide any indemnity in respect of any other Taxation in connection with the Purchaser’s acquisition of the iQ Scape Propcos, including without limitation and for the avoidance of doubt any stamp duties associated therewith, which shall be the sole responsibility and liability of the Purchaser. 4.5 On or before the Completion Date (as it relates to the iQ Scape Propcos), GCP shall procure that an application is made to HM Revenue & Customs pursuant to s.43

Leakage. 4.1 If there is Each Seller: (i) warrants to the Buyer that, at any Leakage time from (and excluding) 31 March 2021 excluding the Locked Box Date up to and including the Completion Date date of this Agreement, no Leakage has occurred; and (as it relates ii) undertakes to the iQ Propcos)Buyer that, at any time from the date of this Agreement to and including Completion, there will be no Leakage. 4.2 If any Leakage occurs from and excluding the Locked Box Date up to and including Completion, to the extent that this such Leakage is, or is deemed to be pursuant to Clause 4.6(a) or Clause 4.6(b), received by or on behalf of, or benefitted from by, any Seller or otherwise directly its Affiliates or indirectly, benefits any member of the Sellers’ GroupConnected Persons, such member of the Sellers’ Group irrevocably undertakes and covenants that (Seller shall, subject to clauses 4.2 both Completion occurring and 4.3) it shall within 20 days the subsequent provisions of receipt of demand for payment by any member of the Purchaser’s Groupthis Clause 4, pay (or procure the payment) to the Nominated Leakage Payee, Buyer on demand (on an after-Tax basis) an amount in cash (on a pound for pound basisand in the same currency in which the Leakage occurred) equal to the value or sum of: (a) the aggregate amount of such Leakage (other than any Leakage amounts which have already been repaid or reimbursed to the relevant Group Company); (b) all direct losses suffered or incurred by the Buyer or any Group Company as a result of such Leakage (without double counting); and (c) out-of-pocket, documented, third party costs and expenses (excluding any VAT other than Irrecoverable VAT) reasonably incurred by the Buyer Group in recovering such Leakage, save that, for the avoidance of doubt, any amount already taken into account in the calculation of any Agreed Leakage Amount which reduces the Determined Share Consideration and/or the Completion Cash Payment Amount paid at Completion pursuant to Clause 3.5(c) or 3.5(d) (as applicable) shall not be recoverable under this Clause 4.2. 4.3 Each Seller undertakes to notify the Buyer (or, in the case of any Management Seller, the Management Seller Representatives) in writing as soon as is reasonably practicable after actually becoming aware (excluding, for the avoidance of doubt, any constructive or imputed awareness) of any Leakage having taken place at any time in the period from (but excluding) the Locked Box Date to (and including) Completion that would result in such Seller being required to make a payment under Clause 4.2. The Management Seller Representatives shall notify the Buyer in writing as soon as reasonably practicable after receiving any such notice from a Management Seller. 4.4 If any Leakage which has occurred at any time from and excluding the Locked Box Date is notified or comes to the attention of the Buyer on or prior to Completion then, subject to the relevant Seller(s) (the “Relevant Seller”), in its sole discretion, agreeing in writing that such Leakage has occurred and agreeing in writing the amount to be paid by the Relevant Seller pursuant to Clause 4.2 in respect of such Leakage (an “Agreed Leakage Amount”), the Buyer shall be entitled to deduct from the Determined Share Consideration and/or the Completion Cash Payment Amount to be received by the Relevant Seller pursuant to Clause 3 the full amount of such Agreed Leakage Amount in accordance with Clause 3.5(c) and or 3.5(d) (as applicable). 4.5 For the avoidance of doubt: (a) the fact that an Agreed Leakage Amount has been agreed pursuant to Clause 4.4 in respect of any Leakage shall not of itself preclude the Buyer from recovering or claiming any further amounts payable under Clause 4.2 in respect of such amount shall constitute a reduction Leakage which has not been taken into account in the Agreed Leakage Amount; and (b) the fact that any Leakage is notified or comes to the attention of the Consideration by the Buyer on or prior to Completion but no Agreed Leakage Amount is agreed in respect of it pursuant to Clause 4.4 shall not affect the Sellers’ obligations or the Buyer’s rights pursuant to Clause 4.2 in respect of that Seller’s Shares. 4.2 Any demand for payment under clause 4.1 must set out full details of the Leakage, provided that, to the extent any Seller has notified the Buyer of any Leakage prior to Completion pursuant to Clause 4.3 and/or Clause 4.4 (“Notified Leakage”) but no Agreed Leakage Amount and is agreed in respect of it or the amount payable Buyer otherwise elects not to deduct such Notified Leakage from the Purchased Shares Consideration to be received by the relevant member of the Sellers’ Group. 4.3 No member of the Sellers’ Group shall be liable under clause 4.1 unless a demand for payment is made Relevant Seller in accordance with clause 4.2 within Clause 4.4, the period of nine calendar months immediately following Scheme Completion. 4.4 Except for any Taxation that constitutes Leakage under limb (g) liability of the definition of Leakage, no member of the Sellers’ Group shall bear, assume or pay nor warrant nor provide any indemnity Relevant Seller under Clause 4.2 in respect of such Notified Leakage shall be no greater than it would have been had such Notified Leakage been so deducted in accordance with Clause 4.4. 4.6 For the purposes of Clause 4.2, any other Taxation in connection with Leakage (including any Agreed Leakage Amount): (a) under Clauses 4.10(d) (to the Purchaser’s acquisition of the iQ Propcosextent not received by or on behalf of, including without limitation and or for the avoidance of doubt benefit of, any stamp duties associated therewithSeller or any Seller’s Affiliates or Connected Persons) or 4.10(e), which shall be regarded as being for the sole responsibility and liability benefit of each Seller in accordance with its Relevant Proportion of such Leakage; (b) which is a payment or incurrence of any Tax under Clause 4.10(n), shall be regarded as having benefitted each Seller to the Purchaserextent that the Leakage giving rise to such Tax was received by or on behalf of, or for the benefit of, such Seller or such Seller’s Affiliates or Connected Persons; (c) shall include Irrecoverable VAT but exclude VAT other than Irrecoverable VAT; and (d) shall be calculated net of any cash Tax saving reasonably expected to be actually realised by a Group Company as a result of utilising any Relief arising as a result of such Leakage in the accounting period current at Completion, any prior accounting period and/or the immediately subsequent accounting period. 4.5 On or before 4.7 Except in the case of fraud, any claim to be made by the Buyer pursuant to Clause 4.2 must be made in writing to the Institutional Seller and the Management Seller Representatives within nine months following the Completion Date setting out: (a) the Buyer’s calculation of the amount of Leakage; and (b) such other information as it relates is reasonably relevant to the iQ Propcosclaim at the time and in the possession or under the control of the Buyer, and each such Seller shall cease to be under any liability to the Buyer or any other person in respect of all and any such claims not so notified to the Institutional Seller and the Management Seller Representatives (provided that any failure to provide or any delay in providing any such calculation or information in a claim notice shall not operate to limit the liability of any such Seller except to the extent that such Seller’s ability to defend such claim is prejudiced or the liability of such Seller is increased as a result of such failure or delay). 4.8 The liability of any Seller for any claim notified under Clause 4.7 shall (if it has not been previously satisfied, settled or withdrawn) cease six months after the date on which such claim was notified by the Buyer unless court proceedings in respect of the subject matter of the claim: (a) have been commenced by being both issued and validly served on such Seller; and (b) have not been withdrawn or terminated and are continuing to be pursued with reasonable diligence by the Buyer. 4.9 The Buyer acknowledges and agrees that: (a) subject to Clause 4.9(b) below, the only remedy available to it under this Agreement for any Leakage is contained in Clauses 3.5(c), GCP 3.5(d) and 4.2; and (b) notwithstanding the foregoing sub-Clause 4.9(a), the Buyer shall procure that an application is made be entitled to HM Revenue & Customs pursuant seek (whether before or after Completion) the remedies of injunction, specific performance and other equitable relief, or any combination of those remedies, for any breach or threatened breach of Clauses 4.1 or 4.2 of this Agreement, without having to s.43prove actual damages.