1.

The Sellers

2.

The Group

3.

Permitted Leakage

4.

Conduct between exchange and Completion

5.

Obligations on Completion

6.

Warranties

7.

Limitation on Liability

8.

The Properties

9.

Intellectual Property Rights

10.

Tax Covenant

(1)

The persons whose names and addresses are set out in Schedule 1, Part 1, column (1) (the "Key Sellers" and each a "Key Seller" );

(2)

METAPACK LIMITED , a private limited company incorporated in England and Wales (company number 03870530) whose registered office is at 4th Floor, 200 Grays Inn Road, London WC1X 8XZ (the "Company" );

(3)

PACIFIC SHELF 1855 LIMITED , a private limited company incorporated in England and Wales (company number 11453115) whose registered office is 1 Park Row, Leeds, United Kingdom, LS1 5AB (the "Buyer" ); and

(4)

STAMPS.COM INC. , a Delaware corporation, whose principal office is located at 1990 E. Grand Avenue, El Segundo, California 90245, United States of America (the "Guarantor" ).

(A)

The Key Sellers have agreed to sell (or procure the sale of) and the Buyer has agreed to purchase their respective Key Seller Shares in the manner and on and subject to the terms of this Agreement.

(B)

On Completion, the Minority Sellers will sell all of the Minority Seller Shares to the Buyer in the manner and subject to the terms of the Minority SPA or the Drag Notice and the Deferred Sellers will sell their Deferred Seller Shares to the Buyer pursuant to the Deferred Power of Attorney.

(C)

The Guarantor is entering into this Agreement to irrevocably and unconditionally guarantee to the Sellers the due and punctual performance and discharge by the Buyer of all its obligations to the Sellers under this Agreement and as more particularly detailed in Clause 15 of this Agreement.

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

(a)

the investment agreement dated 26 May 2010 relating to the Company and as amended from time to time;

(a)

by the Group of any Intellectual Property Rights at the date of this Agreement; and

(b)

by any third party of any Intellectual Property Rights used or exploited by the Group Companies;

(a)

in respect of a customer contract or agreement currently involves an annual recurring consideration of more than [***] or any kind of consideration (recurring or non-recurring) of more than [***];

(b)

in respect of a supply or carrier contract or agreement currently involves an annual consideration of more than [***] (for carrier agreements, the annual consideration is measured by aggregating the annual value of the shipping cost for parcels carried by that carrier for Group Company customers) irrespective of its outstanding term or length of notice;

(c)

in respect of professional services currently involves an annual consideration of more than [***]; or

(d)

otherwise in respect of any other Contract that includes a right to receive or obligation to pay more than [***] per annum.

(i)

an ICT Contract or IP Licence;

(ii)

a contract of employment or a contract for services; or

(iii)

a contract relating to the ownership or occupation of the Properties.

1.2

Interpretation

(a)

a reference to a statute, statutory provision or EC Directive includes a reference to:

(i)

that statute, provision or EC Directive as amended, re-enacted, replaced or modified on or after the date of this Agreement; and

(ii)

any order, statutory instrument, regulation or other subordinate legislation made from time to time under the relevant statute or EC Directive;

(b)

a reference to a document "in the agreed form" is a reference to the form of that document signed or initialled for identification purposes by or on behalf of the Key Sellers' Representative and the Buyer;

(c)

a reference to "to the extent that" means "to the degree that" and not "if";

(d)

any phrase introduced by the terms "including" or "in particular" , or any cognate expression, shall be construed as illustrative and not limiting of any preceding words;

(e)

a reference to "a party" is a reference to a party to this Agreement;

(f)

a reference to a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement; a reference to a paragraph (unless otherwise stated) is a reference to a paragraph of the Schedule in which the reference appears; and a reference to this Agreement includes a reference to each Schedule;

(g)

the clause and paragraph headings and the table of contents used in this Agreement are inserted for ease of reference only and shall not affect construction;

(h)

references to times of the day are to that time in London and references to a day are to a period of 24 hours running from midnight;

(i)

references to any English legal term or legal concept shall in respect of any jurisdiction other than England be deemed to include that which most approximates in that jurisdiction to such English legal term or legal concept;

(j)

references to persons shall mean individuals and bodies corporate and other entities, unincorporated associations and partnerships and trusts, in each case whether or not having a separate legal personality;

(k)

save where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

(l)

references to "subsidiaries" , "holding companies" , "parent undertakings" and "subsidiary undertakings" have the respective meanings given to such terms in part 38 of the Companies Act 2006; and

(m)

all warranties, indemnities, covenants, agreements and obligations given or entered into by more than one person contained in this Agreement are given or entered into severally on the part of such parties and shall be construed and take effect as several warranties, indemnities, covenants, agreements and obligations only and, in respect of a breach of the obligations of all of the Key Sellers (other

2.

AGREEMENT TO SELL AND PURCHASE

2.1

Each of the Key Sellers shall sell the number and classes of Key Seller Shares set opposite its name in Schedule 1, Part 1, column (2) ( The Sellers ) with full title guarantee and the Buyer shall buy such Shares on the terms and subject to the conditions of this Agreement.

2.2

The Shares shall be sold free from all Encumbrances and with all rights attaching to them at Completion.

2.3

None of the parties shall be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously in accordance with this Agreement, the Minority SPA and, if applicable, the Articles and the Drag Notice.

2.4

Each of the Sellers unconditionally and irrevocably waives all rights and restrictions (including all rights of pre-emption) which may exist for its benefit under the Articles, the Investment Agreements or otherwise in respect of the Shares to be sold by it or any other Seller under this Agreement, the Minority SPA or pursuant to the Articles and the Drag Notice.

2.5

The parties agree that this Agreement (including, for the avoidance of doubt, the obligation of the Buyer in paragraph 4 of Schedule 5 to deliver to the Key Sellers a copy of the Minority SPA duly executed by the Buyer) constitutes an "Approved Offer" for the purposes of Article 16 of the Articles.

2.6

Except for payment in the usual course (and in accordance with their terms of employment and current policies of the Group) of any expenses properly incurred by any Key Seller on behalf of the Company or remuneration accrued up to and including the date of this Agreement, each Key Seller hereby acknowledges and confirms that:

(a)

he has no claim or right of action or right of action of any kind, arising in any capacity or in any jurisdiction, against the Group Companies or any of their officers or employees or any other shareholder of the Group; and

(b)

to the extent that any such claim or right of action referred to in Clause 2.6(a) exists or may exist, whether in law or in equity and whether or not presently known to any party or to the law, each Key Seller hereby irrevocably waives such claim and releases and forever discharges the Group Companies, their officers and employees and any other shareholder of the Group from all and any liability in respect of it.

3.

CONSIDERATION

3.1

The aggregate purchase price for all of the Shares shall be the total of £170,947,195 (the "Base Purchase Price" ) plus the Ticker Amount which total amount (the "Purchase Price" ) shall be satisfied by the payment by or on behalf of the Buyer:

(a)

to the Key Sellers in the form of an amount in cash pursuant to Clause 7.4(d);

(b)

to the Minority Sellers (other than any Minority Sellers where Article 16.7 of the Articles applies) in the form of an amount in cash equal to the aggregate amount set opposite such Minority Sellers' respective names in Schedule 1, Part 2, column (7);

(c)

to the Company, to be held on trust for any Minority Sellers to whom Article 16.7 of the Articles applies, in the form of an amount in cash equal to the aggregate amount set opposite such Minority Sellers' respective names in Schedule 1, Part 2, column (7); and

(d)

to the Company, to be held on trust for the Deferred Sellers, in the form of an amount in cash equal to the aggregate amount set opposite such Deferred Sellers' respective names in Schedule 1, Part 3, column (7).

3.2

If Completion takes place after 15 August 2018, the amount equal to the difference between the Ticker Amount as at 15 August 2018 and the Ticker Amount as at the Completion Date, will be paid to the Sellers in cash in the Sellers' Proportions and in accordance with Clause 3.1.

3.3

Each Key Seller who will acquire any of his Shares by exercising an Option hereby:

(a)

acknowledges that an amount equal to the Option Exercise Price and the Option Tax Liability will be deducted from the amount payable to him when calculating his proportion of the Purchase Price;

(b)

instructs the Buyer to pay the Option Exercise Price to the Company on his behalf on Completion in satisfaction of his obligation to pay the same;

(c)

instructs the Buyer to pay the Option Tax Liability to the Company on his behalf and procure that the Company account for it to HMRC or if different the relevant Tax Authority; and

(d)

agrees that if the income tax and employee's national insurance contributions (together with any employer social security contributions where the recovery of those contributions from the relevant Seller is both lawful and provided for in the terms of the relevant Option) arising on the exercise of any Options by him exceeds the Option Tax Liability paid by the Buyer to the Company on behalf of him pursuant to Clause 3.3(c) above, he will pay the Company an amount equal to any shortfall within 10 Business Days of receipt of any demand from the Company.

3.4

Each Key Seller who holds C2 Ordinary Shares hereby:

(a)

acknowledges that an amount equal to the C2 Subscription Price and the C2 Tax Liability will be deducted from the amount payable to him when calculating his proportion of the Purchase Price;

(b)

instructs the Buyer to pay the C2 Subscription Price to the Company on Completion on his behalf in order to satisfy his obligation to pay the unpaid amounts on the C2 Ordinary Shares;

(c)

instructs the Buyer to pay the C2 Tax Liability to the Company on his behalf and procure that the Company account for it to HMRC or if different the relevant Tax Authority; and

(d)

agrees that if the income tax and employee's national insurance contributions arising in relation to any C2 Ordinary Shares held by him exceeds the C2 Tax Liability paid by the Buyer to the Company on behalf of him pursuant to Clause 3.4(c) above, he will pay the Company an amount equal to any shortfall within 10 Business Days of receipt of any demand from the Company.

3.5

If any payment is made by a Seller to the Buyer pursuant to a claim made by the Buyer for any breach of this Agreement or the Minority SPA or otherwise pursuant to this Agreement or the Minority SPA, the aggregate consideration paid for the Shares shall be deemed to have been reduced for Tax purposes by the amount of that payment.

4.

CONDUCT BETWEEN EXCHANGE AND COMPLETION

4.1

The Company undertakes that it shall and each Key Seller severally undertakes that he shall procure (to the extent able to do so using his reasonable endeavours) that between the date of this Agreement and Completion, save with the prior written consent of the Buyer (including by email notification received from Jeff Carberry, Ken McBride and/or Matt Lipson only), each of the Group Companies shall comply with Schedule 4, Part 1 ( Acts requiring Buyer's consent ).

4.2

The Company undertakes that it shall and each Key Seller severally undertakes that he shall (to the extent able to do so using his reasonable endeavours) procure that between the date of this Agreement and Completion, save with the prior written consent of the Buyer (including by email notification received from Jeff Carberry, Ken McBride and/or Matt Lipson only), comply with Schedule 4, Part 2 ( Preservation of the business ).

4.3

Each Key Seller severally undertakes that he shall (to the extent able to do so using his reasonable endeavours) procure that each of the Minority Sellers shall execute the Minority SPA prior to Completion. Without prejudice to any other provisions of this Agreement, the Key Sellers shall procure that the Key Sellers' Representative shall issue the Drag Notice, on behalf of the Majority Sellers, to each of the Minority Sellers as soon as reasonably practicable after the date of this Agreement and, in any event, at least five Business Days prior to the Completion Date.

(a)

is expressly required by the terms of this Agreement or any other Transaction Document;

(b)

is undertaken to ensure the compliance of the Group with applicable law and/or regulation (and provided that the Buyer is notified as soon as reasonably practicable); or

(c)

is in relation to any arrangement existing as of the date of this Agreement, is immaterial in the context of the Business and is undertaken in the ordinary course of business and which has not to date required the approval of the directors of the Company.

5.

LOCKED BOX

5.1

Each Key Seller severally undertakes to the Buyer that between the Locked Box Date and the Completion Date (both dates inclusive) the only payments of any kind received by such Seller, any Minority Seller, any Deferred Seller or any of their connected persons from any Group Company have been payments comprising Permitted Leakage.

5.2

Each Key Seller covenants and undertakes to the Buyer that in the period from (and including) the Locked Box Date up to (and including) the Completion Date (save to the extent comprising Permitted Leakage):

(a)

no dividend, distribution or other return of capital (whether by reduction of capital, purchase of shares or otherwise) has been or will be declared, authorised, paid or made (whether actual or deemed) by any Group Company to or for the benefit of the Seller, any Minority Seller, any Deferred Seller or any of their connected persons;

(b)

no payments, loans or financial benefits have been or will be made by or on behalf of a Group Company to or for the benefit of the Seller, any Minority Seller, any Deferred Seller or any of their connected persons;

(c)

no management, monitoring or other shareholder or directors' fees or bonuses or any Employee transaction or retention fees or bonuses, or payments of a similar nature have been paid or will be paid by or on behalf of a Group Company to or for the benefit of a Seller, any Minority Seller, any Deferred Seller or any of their connected persons;

(d)

no share or loan capital (or any interest therein) of any Group Company has been or will be redeemed by or repurchased from or repaid to or for the benefit of the Seller, any Minority Seller, any Deferred Seller or any of their connected persons;

(e)

no amounts, liabilities or obligations owed to or for the benefit of a Group Company by the Seller, any Minority Seller, any Deferred Seller or any of their connected persons have been or will be waived, released or forgiven;

(f)

no assets, rights or other interests have been or will be sold, disposed of, transferred or surrendered by a Group Company to the Seller, any Minority Seller, any Deferred Seller or any of their connected persons;

(g)

no liabilities have been or will be assumed, discharged, incurred, guaranteed, indemnified, waived or released by a Group Company for the benefit of the Seller, any Minority Seller, any Deferred Seller or any of their connected persons;

(h)

no Encumbrance has been or will be granted, created or allowed to arise over any of the assets or rights of any Group Company in favour of or for the benefit of the Seller, any Minority Seller, any Deferred Seller or any of their connected persons;

(i)

no Group Company has amended or will amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to the Seller, any Minority Seller, any Deferred Seller or any of their connected persons; and

(j)

neither the Seller, any Minority Seller, any Deferred Seller nor any of their connected persons has agreed or committed to do, or will agree or commit to do, any of the things set out in Clauses 5.2(a)  to (i) (inclusive) above.

5.3

Each Key Seller undertakes to the Buyer to notify the Buyer in writing promptly after becoming aware of any breach of Clause 5.1 or 5.2 including the reasonable details thereof.

5.4

Each Key Seller severally undertakes to the Buyer, in the event of any breach of the covenant set out in Clause 5.1 or Clause 5.2 by that Seller, to pay to the Buyer on demand an amount in cash equal to (i) the amount of any payment, benefit or other item received by it or any of its connected persons, and (ii) the amount of any payment, benefit or other item received by any Minority Seller, any Deferred Seller or any of its connected persons multiplied by such Key Seller's Relevant Proportion, in breach of Clause 5.1 or Clause 5.2 together in each case with any liability to Tax suffered by any Group Company (and any associated Tax cost due by a Group Company) in connection with providing such payment, benefit or other item together with an amount equal to the reasonable professional fees, costs and expenses incurred by the Buyer in recovering such sums from the Key Sellers.

5.5

No Seller shall be liable to make a payment under Clause 5.2 or 5.4 unless the Buyer has notified the Key Seller in writing of the breach of the relevant Locked Box Warranties, on or before the date falling nine months after Completion.

5.6

Such notification referred to in Clause 5.5 above shall set out in reasonable detail the nature of the breach and, if practicable, the amount claimed, in each case to the extent known by the Buyer.

5.7

Nothing in this Clause  5 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud or fraudulent misrepresentation.

6.

CONDITION TO COMPLETION

6.1

Completion shall be conditional on the delivery by the Key Sellers of the 2018 Accounts to the Buyer, unless waived by the Buyer in writing, and:

(a)

the Key Sellers shall use reasonable endeavours to procure the delivery of the 2018 Accounts to the Buyer as soon as possible after the date of this Agreement; and

(b)

the Buyer shall not unreasonably withhold any consent required under Schedule 4, Part 1 ( Acts requiring Buyer's consent ) which consent has been requested in accordance with this Agreement, or deliberately take any action with the intention of, frustrating the Key Sellers from delivering the 2018 Accounts.

6.2

If the obligation of the Key Sellers to deliver the 2018 Accounts to the Buyer is not satisfied or waived on or before the Long Stop Date (as may have been postponed in accordance with Clause 6.4), then the Agreement shall terminate with immediate effect upon delivery of written notice by the Buyer or the Key Sellers' Representative to the other of them provided, that this right to terminate shall not be available if the failure of the party so requesting termination to fulfill its respective obligations under Clause 6.1(a) or Clause 6.1(b) (for clarity, with respect to Clause 6.1(a), the "respective obligations" means those obligations of the Key Sellers under such Clause), shall have been the cause of the condition in the forepart of Clause 6.1(a) to fail to be satisfied on or prior to the Long Stop Date.

6.3

If this Agreement is terminated in accordance with Clause 6.2, this Agreement shall thereafter become void and have no effect, and no party (or any current, former or future members of its group or any of its or their representatives) shall have any liability in respect of such termination, except for each party's accrued rights, obligations and liabilities as at the date of termination, including the obligations of the parties contained in Clauses 14 (other than 14.2), 18 and 20 which shall survive such termination.

6.4

The Long Stop Date may be adjusted only as follows: The Buyer's written consent to a written request by the Key Sellers' Representative, or the Key Sellers' Representative's written consent to a written request by the Buyer, in either case made before the otherwise applicable Long Stop Date, or multiple such requests, to extend the Long Stop Date by fifteen (15) day increments (each ending at midnight Los Angeles time of the applicable day), which shall not be unreasonably withheld, conditioned or delayed, provided, however, that in no event will the Long Stop Date be extended beyond 30 October 2018 at midnight Los Angeles time without the written consent of both the Buyer and the Key Sellers' Representative in their respective sole and absolute discretion. In connection with any extension to the Long Stop Date agreed to pursuant to this Clause 6.4, the Buyer and the Key Sellers' Representative shall in good faith reasonably cooperate to promptly

7.

COMPLETION

7.1

Completion of the sale and purchase of the Shares shall take place at the offices of the Sellers' Solicitors on the Completion Date. All parties shall reasonably cooperate with each other, and take all reasonable efforts, not in conflict with this Agreement, to cause the Completion to occur as contemplated hereby.

7.2

The Warrantors shall on Completion undertake, or procure to be undertaken, the matters specified in Schedule 5, paragraphs 1 and 2 ( Obligations on Completion ) (in so far as they have not already been completed).

7.3

Each Key Seller shall deliver to the Buyer the documents specified in Schedule 5, paragraph 3 ( Obligations on Completion ).

7.4

The Buyer shall on Completion:

(a)

procure the repayment of £10,000,000 being the principal amount outstanding under the Facilities Agreement as well as any accrued interest to Barclays Bank plc;

(b)

procure the payment of [***] being the total amount of the Settlement Payment due to the payee thereof;

(c)

procure the payment of an aggregate amount of [***] for all fees, commissions and expenses due to certain advisers of the Company as set forth in Schedule 3, item 2;

(d)

procure the payment to each of the Key Sellers of the amount set opposite his name in Schedule 1, Part 1, column (7) by wire transfer to the Sellers' Solicitors Account; and

(e)

procure the payments to the Company required by Clauses 3.3(b) and (c) and Clause 3.4 (b) and (c).

7.5

The receipt of the Sellers' Solicitors of the portion of the Consideration payable by or on behalf of the Buyer in accordance with Clauses 3.1 (a) and (b) shall be a sufficient discharge to the Buyer and the Buyer shall have no obligation to see that that sum is applied in any particular way or allocated among the Sellers in any particular manner.

7.6

The Buyer shall bear the cost of the UK stamp duty and any stamp duty reserve tax arising in respect of the transfer of the Shares and shall be responsible for arranging the payment of any such stamp duty or stamp duty reserve tax.

7.7

The Buyer shall not be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares from the Sellers to the Buyer under this

7.8

The provisions of Schedule 10 shall have effect from Completion.

7.9

Each Key Seller hereby appoints the Buyer as his attorney in his name and on his behalf and by his act and deed or otherwise, for the period (the "Period" ) from the Completion Date to the date on which the Shares are registered in the name of the Buyer, to vote at meetings of the shareholders of the Company or any meetings of any class or part thereof and to execute any form or form of acceptance and such other documents as may be necessary in connection with any resolutions put to shareholders of the Company (or any class or part thereof) including any written resolutions, consents or proxy forms and to make any amendments thereto which the Buyer may in its absolute discretion deem to be necessary or desirable, on the basis that this appointment shall be on an unconditional and irrevocable basis for the Period (and thereafter shall immediately terminate). Each Key Seller hereby undertakes to ratify and confirm whatever the Buyer shall, in his name or on his behalf, do or purport to do by virtue or in pursuance of the power of attorney in this Agreement.

7.10

[***]

8.

WARRANTIES

8.1

Each Key Seller severally warrants to the Buyer in respect of itself only that, subject to the provisions of Schedule 7 ( Limitations on Liability ):

(a)

as at the date of this Agreement and at Completion, it has the requisite power and authority (and, if a natural person, legal capacity) to enter into, and to perform its obligations under, this Agreement and the Transaction Documents which are to be entered into by it (each a "Seller Completion Document" );

(b)

as at the date of this Agreement and at Completion, it has obtained or satisfied all corporate, regulatory and other approvals, or any other conditions, necessary to execute and perform its obligations under each of the Seller Completion Documents;

(c)

as at the date of this Agreement and at Completion, each of the Seller Completion Documents constitutes or will, when executed by the relevant person, constitute legal, valid and binding obligations of it in accordance with their respective terms; and

(d)

as at Completion, it is the sole legal and beneficial owner of and is entitled to sell and transfer those Shares listed opposite its name in Schedule 1, Part 1 to the Buyer free from Encumbrances and with all rights attaching thereto at Completion.

8.2

Each of the Warrantors hereby severally warrants to the Buyer and the Guarantor in the terms of the Warranties which shall be given as at the date of this Agreement, and shall be subject to the provisions of Schedule 7 ( Limitations on Liability ).

8.3

The Warranties are given subject to matters fairly disclosed in the Disclosure Letter and the Buyer shall accordingly have no claim in respect of any of the Warranties to the extent that such matter is so disclosed in respect of such Warranties. A matter shall be regarded for this purpose as fairly disclosed in the Disclosure Letter only if it is disclosed in the Disclosure Letter or the Disclosure Documents in either case, in such manner and detail to enable a reasonable buyer to make a reasonable assessment of the matter concerned.

8.4

In addition to anything else provided herein, no party shall be liable in respect of any representations, warranties, covenants, agreements, undertakings or other obligations (express, implied, statutory or otherwise) which are made or assumed or deemed to have been made or assumed by him or it in relation to or in connection with the subject matter hereof except for those contained and given or assumed by him or it in this Agreement or any Transaction Documents and each party hereby confirms to the others that neither he nor it has entered into this Agreement or otherwise assumed any other obligations in connection therewith in reliance on any such representation, warranty, covenant, agreement, undertaking or other obligation which is not contained or given or assumed in this Agreement or in a Transaction Document.

8.5

Without limiting Clause 8.4, the Buyer, the Guarantor and Sellers each acknowledge and confirm that they have not entered into this Agreement in reliance on any representation or warranty of any kind whatsoever other than those set out in this Agreement or in the Transaction Documents and each acknowledges that it shall not be entitled to, and each undertakes that it will not, bring any claims under or in connection with this Agreement in relation to any other statement or information provided by any Group Company or Buyer Group or any of their respective directors, officers, partners or employees or any of the Warrantors.

8.6

Nothing in this Agreement shall have the effect of limiting or restricting any liability of a party arising as a result of his own fraud or fraudulent misrepresentation.

8.7

The provisions of this Clause 8 shall remain in force and be fully applicable in all circumstances and in particular shall not be discharged by any breach of the Warranties whatever its nature or consequence.

8.8

Where any Business Warranty is qualified by the words "so far as the Warrantors are aware" or other words to similar effect, such words shall be deemed to refer to the Warrantor's actual awareness at the date of this Agreement, having made reasonable enquiries (including of the other Warrantors).

8.9

The rights and remedies of the Buyer or Guarantor in respect of any breach of the Warranties shall not be prejudicially affected by the fact that the Minority Seller Shares are sold to the Buyer under the terms of the Minority SPA, and / or the Articles and the Drag Notice.

9.

RESTRICTIVE COVENANTS

9.1

[***] covenants with the Buyer that he shall not directly or indirectly for a period of [***] months from Completion and [***] covenants with the Buyer that he shall not directly or indirectly for a period of [***] months from Completion:

(a)

be engaged, concerned or interested in carrying on any Competing Business, whether as an owner, joint venturer, investor, advisor, consultant, supplier, customer, officer, director or employee or otherwise, within any territory in which the Business was carried on at the Completion Date or at any time during the period of [***] months ending on the Completion Date (which, for avoidance of doubt, shall mean the following territories: the [***] );

(b)

approach, canvass or solicit the custom of any Customer or use his knowledge of or influence over any Customer for the benefit of any person carrying on a Competing Business;

(c)

to the detriment of the Business seek to contract with or engage any person who has been contracted with or engaged to supply products or services to any Group Company;

(d)

approach, canvass, solicit, engage or employ any person who at any time during the period of [***] months ending on the Completion Date was an Employee or full-time Worker or consultant of any Group Company.

9.2

Nothing in this Clause 9 shall prohibit [***] or [***] from:

(a)

holding shares quoted or dealt in on a recognised investment exchange (as defined in the Financial Services and Markets Act 2000) as long as not more than five per cent of the shares of any class or any particular company (other than the Buyer) is so held; or

(b)

performing his obligations as a contractor of any Group Company or any other member of the Buyer Group.

10.

BUYER'S WARRANTIES

10.1

The Buyer warrants to the Key Sellers that as at the date of this Agreement:

(a)

it has the requisite power and authority to enter into, and to perform its obligations under, this Agreement and the Transaction Documents which are to be entered into by it (each a "Buyer's Completion Document" );

(b)

it has obtained or satisfied all corporate, regulatory and other approvals, or any other conditions, necessary to execute and perform its obligations under each of its Buyer's Completion Documents; and

(c)

each of the Buyer's Completion Documents will, when executed by the Buyer, constitute legal, valid and binding obligations of it in accordance with their respective terms.

10.2

The Buyer is acting as principal and not as agent or for or on behalf of any other person.

11.

POST COMPLETION OBLIGATIONS

(a)

each Group Company shall preserve (to the extent practicable) until the sixth anniversary of Completion all books, records and documents which are at Completion in its possession or under its control insofar as they record matters occurring on or before Completion; and

(b)

until the sixth anniversary of Completion, upon delivery of a confidentiality undertaking reasonably satisfactory to the Buyer, the Key Sellers and their professional advisers shall be allowed to inspect and, at the Key Sellers' sole expense, take copies of only such books, records and documents referred to in (a) above in relation to matters recorded therein which occurred on or before Completion (redacted as necessary), and only to the extent necessary for such Seller to prepare its own Tax filings, regulatory filings or satisfy its legal or regulatory obligations, at all reasonable times upon the Key Sellers giving reasonable notice of such requirement to the relevant Group Company; Buyer may provide all of the above through virtual access, online data rooms or other reasonable means to minimise disruption of the business of the Group Companies.

12.

GROUP INSURANCE

13.

W&I INSURANCE POLICY

13.1

On or prior to the date of this Agreement, the Buyer shall:

(a)

enter into the W&I Insurance Policy; and

(b)

provide the Warrantors with a certified copy of the W&I Insurance Policy.

13.2

[***]

13.3

The Warrantors' aggregate liability for all Warranty Claims and Tax Covenant Claims (including liability for interest and costs in relation thereto) shall be capped in accordance with Schedule 7.

13.4

The Buyer will not permit any amendment to the W&I Insurance Policy and shall ensure that the insurer waives all rights of subrogation against the Sellers or the Warrantors except relating to fraud and fraudulent misrepresentation.

14.

CONFIDENTIALITY

14.1

Subject to Clause 14.3, each party shall treat the following information as confidential to the extent obtained as a result of or in connection with entering into this Agreement:

(a)

details of the provisions of this Agreement and any agreement or arrangement entered into in connection with this Agreement;

(b)

information relating to the negotiations leading to the execution of this Agreement and any agreement or arrangement entered into in connection with this Agreement;

(c)

information relating to any of the Sellers; and

(d)

information relating to the Buyer.

14.3

Any party may disclose information otherwise required by Clause 14.1 (the "Non-Disclosable Information" ) and Clause 14.2 to be treated as confidential:

(a)

if and to the extent required by the laws of any relevant jurisdiction or the requirement of any Competent Authority;

(b)

if and to the extent requested by any competent regulatory or governmental body, Tax Authority or securities exchange in any relevant jurisdiction, wherever situated, whether or not the request has the force of law;

(c)

to its officers, employees, professional advisers, auditors or bankers from time to time;

(d)

where the relevant party is the Buyer, to Members of the Buyer Group and to its and their professional advisers, auditors or bankers in each case from time to time;

(e)

where the relevant party is a Seller, to members of the Sellers' Group (if applicable) and to its and their professional advisers, auditors or bankers in each case from time to time;

(f)

where the relevant party is an Index Fund, to any investors in such fund, the general partner, investment manager or investment advisor of such fund or any Affiliate thereof;

(g)

if and to the extent the information is or comes into the public domain through no fault of that party; or

(h)

if and to the extent the Buyer or the Key Sellers' Representative (as appropriate) has given prior written consent to the disclosure.

14.4

Notwithstanding any provision of this Agreement, the Buyer, and each Member of the Buyers Group from time to time, may:

(a)

disclose any or all of the Non-Disclosable Information to any of its lenders or potential lenders and any of their professional advisers who are providing advice in relation to the financing of any of the Group Companies and/or any Member of the Buyer Group;

(b)

file a public copy of this Agreement with the United States Securities and Exchange Commission as part of its routine disclosure requirements; and

(c)

after Completion, may disclose Confidential Information in its sole discretion, subject to compliance with any applicable laws.

15.

GUARANTEE OF BUYER'S OBLIGATIONS

15.1

In consideration of the Key Sellers entering into this Agreement, the Guarantor irrevocably and unconditionally:

(a)

guarantees to the Key Sellers the due and punctual performance and discharge by the Buyer of all its obligations and liabilities (including without limitation the obligation to pay money) under this Agreement and all other Seller Completion Documents (together, the "Guaranteed Obligations" ) and agrees, if the Buyer is in default of any of the Guaranteed Obligations, to pay on demand from time to time each sum which the Buyer is liable to pay under this Agreement and the other Buyer's Completion Documents;

(b)

agrees, as an additional and independent obligation, that if any of the Guaranteed Obligations are not recoverable from the Guarantor under the guarantee in Clause 15.1(a) for any reason the Guarantor will be liable to the Sellers as a principal debtor by way of indemnity for the same amount as that for which it would have been liable had those Guaranteed Obligations been recoverable under Clause 15.1(a) and further agrees to discharge that liability on demand from time to time; and

(c)

undertakes to indemnify each Key Seller on demand against any cost, loss or liability suffered by that Key Seller if any obligation guaranteed by the Guarantor under this Clause 15.1 is or becomes unenforceable, invalid or illegal; and the amount of the cost, loss or liability shall be equal to the amount that the Key Seller would otherwise have been entitled to recover.

15.2

This Guarantee shall be a continuing security until the performance and discharge in full of the Guaranteed Obligations.

15.3

The Guarantor's obligations to the Sellers shall not be reduced, discharged, impaired or adversely affected by reason of:

(a)

any time, indulgence, waiver or other concession which the Sellers may grant to the Buyer or any other person;

(b)

the insolvency, incapacity or lack of authority of the Buyer;

(c)

any termination, amendment, variation, release, novation or supplement of or to this Agreement, any other Buyer's Completion Documents or the terms of any of the Guaranteed Obligations;

(d)

any variation, extension, discharge or compromise of any right or remedy which the Sellers may now or hereafter have from or against the Buyer and any other person in respect of any of the obligations and liabilities of the Buyer and any other person under and in respect of this Agreement and/or the other Buyer's Completion Documents;

(e)

any act or omission by the Sellers or any other person in perfecting or enforcing any security, guarantee, assurance against loss or indemnity present or future from or against the Buyer and any other person or any such security, guarantee, assurance against loss or indemnity being defective, void or unenforceable;

(f)

any claim or enforcement of payment from the Buyer and any other person;

(g)

any defect, irregularity, unenforceability, invalidity, illegality, frustration or discharge by operation of law of any of the obligations of the Sellers;

(h)

any change of control of the Buyer or the occurrence of any circumstance affecting the liability of the Buyer to discharge any Guaranteed Obligations;

(i)

any security given or payment made to the Sellers by the Buyer or any other person being avoided or reduced under any law (whether English or foreign) relating to bankruptcy, liquidation or analogous circumstances in force from time to time;

(j)

any change in the Buyer's or the Guarantor's constitution or any statutory or other compromise or arrangement with creditors affecting the Buyer; or

(k)

any act or omission which would not have discharged or affected the obligations of the Guarantor had it been a principal debtor instead of a guarantor.

15.4

The obligations and liabilities expressed to be undertaken by the Guarantor under this guarantee are those of primary obligor and not merely as a surety.

15.5

The Sellers shall not be obliged before taking steps to enforce any of their rights and remedies under this Guarantee:

(a)

to take action or obtain judgment in any court against the Buyer and any other person;

(b)

to make or file any claim in a bankruptcy, liquidation, administration or insolvency of the Buyer and any other person; or

(c)

to make demand, enforce or seek to enforce any claim, right or remedy against the Buyer and any other person.

15.6

The Guarantor shall not, and shall procure that no other Member of the Buyers Group shall, take, exercise or receive the benefit of any security or other right or benefit (whether by set-off, counterclaim, subrogation, indemnity, proof in liquidation or otherwise and whether from contribution or otherwise) from or against the Buyer and any other person in respect of any liability of or payment by the Guarantor under this Guarantee or otherwise in connection with this Guarantee or any other sums owing to the Guarantor by the Buyer on any account.

15.7

This Guarantee shall be in addition to any other security, guarantee, assurance against loss or indemnity held by the Sellers at any time from the Buyer or any other person and shall not merge with or prejudice or be prejudiced by any security, guarantee, assurance against loss or indemnity or any other contractual or legal rights of the Sellers.

15.8

All payments by the Guarantor shall be made in immediately available funds to the credit of such account as the Key Sellers' Representative may designate and in full without any set-off, counterclaim or other deduction. If any such deduction is so required, the Guarantor shall simultaneously pay to the Sellers such amount as is necessary to ensure that the Sellers receives a net sum equal to what it would have received had no deduction been made.

16.

KEY SELLERS' REPRESENTATIVE

16.1

Each Key Seller hereby irrevocably appoints, authorises and empowers the Key Sellers' Representative as his true and lawful agent and attorney-in-fact to give any consent, direction, notice or take any other action required or permitted pursuant to this Agreement on behalf of that Key Seller including, without limitation, the power to:

(a)

receive all demands, notices or other communications directed to that Key Seller under this Agreement; and

(b)

sign, execute and deliver on his behalf any deed and documents and to do all acts and things as the Key Sellers' Representative deems necessary to give effect to the terms of this Agreement, securing to the Buyer the full benefit of the rights, powers, privileges and remedies conferred upon the Buyer in this Agreement.

16.2

Save in respect of fraudulent misrepresentation, the Key Sellers' Representative shall not be held liable to the Key Sellers for any claims whatsoever arising from any act it may do or refrain from doing in its capacity as such.

16.3

The Key Sellers agree that the Buyer shall be entitled to rely on this Clause 16 in dealing with the Key Sellers' Representative on behalf of any of the Key Sellers.

16.4

The Key Sellers may from time to time notify the Buyer that they have chosen another person to be the Key Sellers' Representative to replace the person then acting as such. Any such notice shall be in writing and signed by or on behalf of all of the Key Sellers (excluding any Key Seller who has then died) and the change in the identity of the Key Sellers' Representative shall (unless otherwise agreed with the Buyer in writing) take effect five Business Days after notice of the change is received by the Buyer or (if later) on the date (if any) specified in the notice as the date on which the change is to take effect.

17.

SERVICE OF NOTICES

17.1

Subject to Clause 16.1, any notice or other communication to be given or served under or in connection with this Agreement shall be in writing and signed by or on behalf of the person giving it and may be:

(a)

delivered by hand (including by courier);

(b)

sent by first class pre-paid recorded delivery post (other than air mail);

(c)

sent by international airmail in the case of notices to or from any country outside the United Kingdom; or

(d)

sent by email,

(e)

in the case of a Key Seller to the address set out opposite his name in Schedule 1, column (1) ( The Sellers );

(f)

in the case of the Key Sellers' Representative, at the following address [Omitted] or any replacement nominated in accordance with Clause 16; or

(g)

in the case of the Buyer, at the following address c/o Stamps.com Inc. 1990 E. Grand Avenue, El Segundo, California 90245, United States of America, email address: Ken McBride [Omitted], marked for the attention of Ken McBride, Chief Executive Officer and Matt Lipson [Omitted], marked for the attention of Matthew Lipson, Chief Legal Officer, with a copy (which shall not constitute notice) to (i) Hannah Brader and Stephanie Henning at Pinsent Masons LLP and (ii) Ben Orlanski and Matthew O'Loughlin at Manatt, Phelps & Phillips, LLP, at the following email addresses:

(i)

[Omitted];

(ii)

[Omitted];

(iii)

[Omitted]; and

(iv)

[Omitted],

17.2

A notice is deemed to be given or served:

(a)

if delivered by hand, at the time of delivery;

(b)

if sent by first class pre-paid recorded delivery post, on the second Business Day after the date of posting;

(c)

if sent by international airmail, on the sixth Business Day after the date of posting; and

(d)

if sent by email, at the time at which it is sent (unless the sender receives a rejection notice).

17.3

In the case of a notice given or served by hand or by email, where this occurs after 5.00 pm on a Business Day, or on a day which is not a Business Day, the date of service shall be deemed to be the next Business Day.

18.

ANNOUNCEMENTS

18.1

Subject to Clause 18.2 and except for the Press Release and otherwise insofar as is required by law or the requirements of any listing authority, securities exchange or regulatory or governmental body and then after consultation (so far as is practicable and legally permissible) with the Key Sellers' Representative and the Buyer, no announcement of the sale and purchase of the Shares or the terms of this Agreement shall be made by any party to any person without the consent of the Key Sellers' Representative and the Buyer and pending any announcement each party shall use its best endeavours to keep the existence of this Agreement and its terms confidential.

18.3

No public reference to the Index Funds concerning the sale and purchase of the Shares or the terms of this Agreement shall be made by any party without the consent of the Index Funds provided that no such consent shall be required for Buyer to file this Agreement pursuant to Clause 14.4(b) regardless of the references to Index Funds contained in this Agreement.

19.

NO SET-OFF

19.1

All payments to be made under this Agreement shall be made in full without any set-off except as permitted by law. All payments to be made under this Agreement shall be subject to such deduction or withholding as may be required by law in which event such deduction or withholding shall not exceed the minimum amount which the payer is required by law to deduct or withhold.

19.2

For all sums payable by a Key Seller to the Buyer under this Agreement which are subject to deduction or withholding, the Key Sellers shall pay such additional amounts as shall be required to ensure that the net amount received and retained by the Buyer (after Tax) will be equal the full amount which would have been received and retained by the Buyer had no such deduction or withholding been made.

19.3

In the event that the Buyer shall incur any liability for Tax chargeable or assessable in respect of any payment by a Key Seller pursuant to this Agreement, the Key Sellers shall pay such additional amounts as shall be required to ensure that the net amount received and retained by the Buyer (after Tax) will equal the full amount which would have been

19.4

In the event that the Buyer or any Group Company receives a credit against, or obtains a reduction in its Tax liabilities for any additional amounts paid pursuant to Clauses 19.2 or 19.3 above (or in respect of the underlying event or circumstances which gave rise to the payment by a Key Seller which in turn gave rise to the payment of the additional amounts pursuant to Clauses 19.2 or 19.3 above) (" Tax Saving ") it shall repay to the Key Seller the lower of: (i) the additional amounts paid by the Key Seller pursuant to Clauses 19.2 or 19.3 above; and (ii) the amount of the Tax Saving less any Tax Saving already off set against a liability for Tax in Clause 19.3 above (in each case less any costs and expenses properly and reasonably incurred and any additional Tax incurred in obtaining the Tax Saving).

20.

COSTS

21.

INTEREST ON LATE PAYMENTS

22.

ENTIRE AGREEMENT

23.

WAIVER

24.

EFFECT OF COMPLETION

25.

THIRD PARTY RIGHTS

25.1

No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person other than the parties to this Agreement except to the extent (if any) that this Agreement expressly provides for that Act to apply to any of its terms.

25.2

Notwithstanding that any term of this Agreement may be or become enforceable by a person who is not a party to it, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated without the consent of any third party.

26.

ASSIGNMENT

26.1

The Buyer shall be entitled to assign (including by way of security) the benefit of its rights under this Agreement in favour of:

(a)

any financial institution(s) which has or have agreed to advance credit facilities to the Buyer to assist in the acquisition contemplated by this Agreement; and/or

(b)

any party refinancing the credit facilities referred to in Clause 26.1(a) above; and/or

(c)

any Affiliate of the Buyer,

26.2

If there is an assignment pursuant to this Clause 26:

(a)

the Key Sellers may discharge their obligations under this Agreement to the assignor until the Key Sellers receive written notice of the assignment;

(b)

the Buyer shall remain liable for any obligations under this Agreement; and

(c)

the liabilities of the Sellers under this Agreement shall be no greater than such liabilities would have been had the assignment not occurred.

26.3

This Agreement shall be binding upon and enure for the benefit of each party's successors and legal representatives and permitted assigns, but save as expressly permitted herein, shall not be assignable in whole or in part.

27.

SEVERANCE

28.

FURTHER ASSURANCE

29.

COUNTERPARTS

30.

GOVERNING LANGUAGE

31.

GOVERNING LAW AND JURISDICTION

31.1

This Agreement and any dispute or claim (whether contractual or otherwise) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law, and the parties shall submit to the exclusive jurisdiction of the English courts in relation to any such disputes or claims.

31.2

Each party irrevocably waives any objection it might have to the courts of England being nominated as the forum to hear and decide any proceedings brought before it and to settle any dispute which may arise out of or in any way in connection with this Agreement and agrees not to claim that the courts of England are not a convenient or appropriate forum for these purposes.

(a)

the Group Companies shall carry on business in the normal and ordinary course;

(b)

no Group Company shall:

(i)

resolve to change its name or to alter its articles of association;

(ii)

allot or issue any shares or any securities or grant rights (including options) which confer on the holder any right to subscribe for or acquire any shares;

(iii)

declare, pay or make any dividend or other distribution;

(iv)

increase or reduce, or make any other alteration to (including by redemption, repurchase, subdivision, consolidation or redesignation), its share capital;

(v)

resolve to be or convene any general meeting at which a resolution is to be proposed that any Group Company shall be voluntarily wound-up;

(vi)

incorporate or liquidate any subsidiary undertaking or other person in which a Group Company has an interest or effect any hive-up or hive-down of assets or any reorganisation;

(vii)

incur in a single transaction or any series of connected transactions with respect to any new arrangement any liability (whether as principal or surety) for a principal amount which exceeds or could exceed £200,000;

(viii)

incur any capital expenditure or commitment (whether by way of purchase, lease, hire purchase or otherwise) which either individually or when taken together with any other capital expenditure or commitment exceeds or could exceed £100,000;

(ix)

create any Encumbrance over its business, undertaking or any of its assets;

(x)

other than in the ordinary and usual course of business, enter into any loan to or from any person or advance or grant any credit to any person;

(xi)

enter into, or increase or extend any liability under, any guarantee or indemnity;

(xii)

make any material change in the nature or extent of its business including by selling, leasing, transferring, licensing or otherwise disposing of or purchasing, leasing, licensing or otherwise acquiring companies, assets, businesses or undertakings (or any interest therein) whether by a single transaction or a series of transactions (related or not);

(xiii)

acquire or dispose of any asset or provide or receive any service otherwise than at market value and on an arm's length basis;

(xiv)

agree to acquire any shares or other securities in any company, partnership or joint venture;

(xv)

fail to keep proper accounting records or to make true and complete entries in such records of all its dealings and transactions;

(xvi)

make any material change to the accounting procedures, principles or standards by reference to which its accounts are drawn up;

(xvii)

enter into any borrowing, factoring or other financing or any lending commitments or draw down any amount under any existing borrowing factoring or other financing or lending agreements or arrangements (including the Facilities Agreement);

(xviii)

initiate, discontinue or settle any litigation or arbitration proceedings relating to its business, except debt collection with an aggregate value of less than £100,000 (or equivalent in the relevant jurisdiction) in the normal and ordinary course of business, enter into any discussions regarding or settle any customer complaint or enter into any discussions regarding investigations (actual or threatened) or settle any matter the subject of any investigation by any governmental or regulatory authority in any jurisdiction;

(xix)

commit any act or thing (including by way of knowingly omitting to do any act or thing) the commission of which is in contravention of any applicable law, order or regulation and which would have a material adverse effect on the business or financial condition of the Company;

(xx)

terminate or amend terms (in a manner which renders them substantially less beneficial to a Group Company than the Company's standard terms) any Material Contract or enter into any Contract which would constitute a Material Contract otherwise than in the ordinary course of business;

(xxi)

make any material change in any Group Company's pricing policies, payment or credit practices, fail to pay any material amount owed to any creditor when due, delay or accelerate payment of any material payable or other material liability of any Group Company beyond or in advance of its due date, grant any extensions of material credit or accelerate or delay collection of any material receivables generated by any Group Company in advance of or beyond their regular due dates;

(xxii)

grant, modify, agree to terminate or permit the lapse of, or enter into any licence, agreement or arrangement concerning, any rights relating to Intellectual Property Rights of any Group Company;

(xxiii)

engage any person on terms which, had they been employed or engaged by any Group Company as of the date of this Agreement, would have caused them to

(xxiv)

terminate, or give notice to terminate, the employment of any Senior Employee of, or consultant on a day rate of more than £1,000 to, any Group Company;

(xxv)

make, propose or permit any changes to the terms and conditions of employment of any Senior Employee (including with respect to remuneration);

(xxvi)

conclude or make any binding commitments regarding any salary review or similar process in respect of the Employees as a whole;

(xxvii)

establish any pension, superannuation, life assurance, death benefit, sickness or accident benefit scheme or make any material change to the terms of (or wind‑up) any existing scheme of this kind for the benefit of present or former Employees or any of their dependants;

(xxviii)

alter the ICT Systems in any material respect;

(xxix)

continue to share any confidential information with, or directly or indirectly engage in any negotiations with or seek indications of interest from, any other bidder or prospective bidder for the Company or its Business; or

(xxx)

agree to do any of the things referred to in this Schedule 4, Part 1.

(a)

continue to carry on the business of the Group Companies in the normal and ordinary course without any interruption and so as to maintain the same as a going concern and shall conduct or cause the business to be conducted in a diligent and prudent manner;

(b)

use all reasonable endeavours to retain and preserve the goodwill of and existing relationships with all clients, customers and suppliers of the Group Companies;

(c)

not do any act or thing (including by way of omitting to do any act or thing) which is intended to or may impair or have an adverse effect upon the business, operations, assets, position (financial, trading or otherwise), profits of the Group Companies;

(d)

use their reasonable endeavours to maintain the trade and trade connections of the Group Companies;

(e)

use their reasonable endeavours to complete the final issuance of the 2018 Accounts as contemplated by this Agreement by the Completion Date;

(f)

not induce, or attempt to induce, any of the Employees, whether directly or indirectly, to terminate their employment before the Completion Date;

(g)

continue each insurance policy of the Group in full force and effect and not intentionally or recklessly do or omit to do anything which:-

(a)

would make an existing policy void or voidable;

(b)

would result in an increase in the premium payable under an insurance policy or prejudice the ability to effect equivalent insurance in the future; or

(c)

would entitle an insurer under such insurance policies to refuse cover in relation to any claim (either in whole or in part);

1.

THE SHARES

1.1

The Shares constitute the entire issued share capital of the Company and have been validly issued and are fully paid up. The warranties in Clause 8.1, as of Completion, will be true and correct as to each Called Share and the sellers thereof, as if such Warranties were made hereby by each such seller of a Called Share as to himself, and his name and number of Called Shares were listed on the applicable schedule hereof.

1.2

No person has the right to call for the allotment, sale or transfer of any share or debenture of the Company or to convert any securities (whether of the Company or another undertaking) into shares or debentures, or shares or debentures of a different class, of the Company.

1.3

Each of the allotted and issued shares and debentures of each Group Company are fully paid up (or credited as fully paid up) and beneficially owned by the Company (or relevant Group Company) free from any Encumbrance.

1.4

No person has the right to call for the allotment, sale or transfer of any share or debenture of any Group Company named in Schedule 2, Part 2 ( The Group ) or to convert any securities (whether of that Group Company or another undertaking) into shares or debentures, or shares or debentures of a different class, of that Group Company.

1.5

Any agreements or instruments between any Group Company and any shareholder or former shareholder to repurchase shares or other securities of such Group Company are and were legally effective to repurchase all shares and interests in the Group Company that they purport to repurchase, and the Company has not received any notice that any of the persons whose shares have been so repurchased has, in respect of any such shares or their repurchase, any right to receive any of the Purchase Price nor any other claim against the Company as a holder or former holder of shares of the Company.

1.6

Other than under this Agreement or any Share Option Plan provided in the Disclosure Documents, and under which a schedule of all grants and outstanding or contingent awards has been provided in the Disclosure Documents, there is no agreement, arrangement, obligation or option requiring the:

(a)

issuance of any share of any Group Company;

(b)

sale, transfer or disposition of, or the grant to any person of any Encumbrance or option over, any share of any Group Company held by the Company or the Key Sellers; or

(c)

sale, transfer or disposition of, or the grant to any person of any Encumbrance or option over, any share of any Group Company held by the Minority Sellers.

1.7

Other than the Share Option Plans provided in the Disclosure Documents, so far as the Warrantors are aware, there are no additional options, or other rights to acquire shares, arrangements or agreements over any share of any Group Company in existence.

1.8

[***]

2.

GROUP COMPANIES

2.1

The particulars of each Group Company set out in Schedule 2 ( The Group ) are true and accurate in all respects.

2.2

No Group Company has any subsidiary undertaking other than the subsidiary undertakings named in Schedule 2, Part 2 ( The Group ).

2.3

A copy of the constitutional documents of each Group Company is contained in the Data Room at folder 5.2 and is an accurate and complete copy of the constitutional documents of each Group Company being, in the case of each Group Company incorporated in England, all such documents as are specified in section 32 of the Companies Act 2006 and, in the case of each Group Company incorporated in any other jurisdiction, such equivalent legislation, documents or other such requirement in that jurisdiction. No Group Company is operating in violation of any of its constitutional documents.

2.4

The statutory books of each Group Company:

(i)

are up to date and constitute an accurate record of all matters required by law to appear in them;

(ii)

are in the possession of the relevant Group Company; and

(iii)

do not contain any material inaccuracies or discrepancies.

2.5

No notice has been received or allegation made that any of the statutory books of any Group Company are incorrect or should be rectified.

2.6

All returns, particulars, resolutions and other documents required under the Companies Legislation and all other legislation to be delivered on behalf of each Group Company to the Registrar of Companies (or such equivalent body in the jurisdiction in which it is incorporated) have in all material respects been correctly made and have been delivered.

2.7

Each Group Company has complied with the provisions of the Companies Legislation and all other legal requirements in connection with the allotment and issue of shares, the payment of dividends and any reduction of share capital and no written notice has been received that any of the foregoing is incorrect or should be rectified.

2.8

Each Group Company is duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated.

2.9

No Group Company has any interest in a body corporate other than a member of the Group, and no Group Company has agreed to acquire any shares or securities in any other body corporate.

2.10

No Group Company is or has agreed to become a party to any consortium, joint venture, partnership or profit sharing arrangement or profit sharing agreement.

2.11

No Group Company owes or is owed any outstanding consideration in connection with any historic merger, acquisition or disposal to which any such Group Company was party and there is no claim outstanding in respect of any such merger, acquisition or disposal and so far as the Warrantors are aware no circumstances exist which might give rise to any such claim.

3.

THE ACCOUNTS

3.1

The Accounts:

(a)

comply with the provisions of the Companies Act 2006 (or for accounting periods to which a predecessor Act applied, the provisions of that Act as in force for that accounting period) and other applicable laws and regulations in the United Kingdom and have been prepared in accordance with generally accepted accounting principles in the United Kingdom applicable at the time they were prepared;

(b)

have been prepared on a consistent basis for the previous three financial years ended on the Accounts Date; and

(c)

give a true, accurate and fair view of the state of the Company's affairs and of its assets and liabilities as at, and of the profits and losses of the Company for the financial period ended on, the Accounts Date and of the financial position at the end of that period of the undertakings included in the consolidation as a whole.

3.2

To the extent that any reserves or special provisions have been made or taken in the Accounts, these are either apparent on the face of the Accounts or full details have been provided in the Disclosure Letter.

4.

THE MANAGEMENT ACCOUNTS AND LOCKED BOX ACCOUNTS

(a)

have been prepared in good faith and with reasonable care and attention in compliance with the Company's normal procedures and on a basis consistent with that employed in preparing management accounts for the prior period;

(b)

reasonably reflect the financial state of affairs of the Company as at the date to which they were prepared as stated therein, having regard to the purpose for which they were prepared; and

(c)

are not misleading and do not materially:

(i)

overstate the assets or understate the liabilities; nor

(ii)

overstate the profits or understate the losses of the Company,

4.2

To the extent that any reserves or special provisions have been made or taken in the Management Accounts or Locked Box Accounts, these are either apparent on the face thereof or full details have been provided in the Disclosure Letter.

5.

ACCOUNTING RECORDS

5.1

Each Group Company's accounting records are in its possession or under its control. Such accounting records have been maintained in all material respects in accordance with applicable laws.

5.2

Any exceptional, unusual or non-recurring items included within the Accounts, the Management Accounts or the Locked Box Accounts are identifiable and quantifiable from those accounts.

5.3

The accountancy records maintained by the Company in order to prepare the Accounts, Management Accounts and Locked Box Accounts are complete and accurate in all material respects.

6.

CONDUCT SINCE THE LOCKED BOX DATE

6.1

Between the Locked Box Date and the date of this Agreement:

(a)

the Business has, in all material respects, been carried on in the ordinary course and no shareholder resolutions of the Company have been passed;

(b)

no Group Company has allotted or issued or agreed to allot or issue any share or loan capital or other securities and no Group Company has granted to any person any option to acquire any such security;

(c)

no Group Company has redeemed or purchased or agreed to redeem or purchase any of its share capital;

(d)

the Company has not declared, made or paid a dividend or other distribution;

(e)

no Group Company has changed or removed its auditors;

(f)

no Group Company has changed its accounting reference date;

(g)

no Group Company has acquired or disposed of a business as a going concern;

(h)

no Group Company has repaid any loan or indebtedness in advance of its stated maturity;

(i)

no debt has been subordinated, written down or written off, provided against, factored or assigned;

(j)

no Group Company has acquired or disposed, or agreed to acquire or dispose, of any single asset having a value in excess of [***] or assets having an aggregate value in excess of [***] other than in the ordinary course of its business; and

(k)

there has been no material adverse change in the financial, cashflow and/or trading position of the Group as a whole.

7.

ASSETS

7.1

Except for current assets disposed of in the ordinary course of business and for the Properties and Intellectual Property Rights used or exploited by the Group Companies, the assets included in the Accounts and any assets acquired since the Accounts Date:

(a)

are the absolute and sole property of the Group free from any Encumbrance;

(b)

are not held subject to any agreement for lease, hire, hire purchase or sale on conditional or deferred terms; and

(c)

in the case of tangible assets, are in the possession or under the control of the Group.

7.2

All equipment and furniture owned or used by any Group Company are in a state of working order consistent with the use made of them.

7.3

The Company has not received written notice that (less the amount of any provision or reserve for bad and doubtful debts included in the Accounts) any of the debts owing to any Group Company will not be fully recoverable in the ordinary course.

8.

LIABILITIES

8.1

Accurate details are set out in the Disclosure Letter of all facilities for overdrafts, loans, acceptance credits and other finance available to each Group Company (including any financing arrangements not shown in the Accounts and copies of all Contracts relating to such facilities are included in the Disclosure Documents.

8.2

The borrowings of each Group Company are within its powers and do not exceed any limit imposed by its articles or otherwise.

8.3

No Group Company has any liability (present or future or ascertained or contingent) in respect of any guarantee, indemnity, bond or similar obligation created or given, or agreed to be created or given, by it.

8.4

No event has occurred or been alleged which is, or is likely to become, an event of default under any loan capital, borrowing, debenture or financial facility of any Group Company and which would entitle any third party to call for repayment prior to normal maturity or to enforce any security it may have over the assets of any Group Company.

8.5

None of the facilities of any Group Company are dependent on the guarantee or support or indemnity of, or any security provided by, a third party other than a Group Company.

8.6

All of the Group's borrowings may be repaid by a Group Company at any time on no more than one month's notice and without any premium or penalty (howsoever called) on repayment.

9.

BUSINESS

9.1

Each Group Company holds the licences, consents, permits and approvals that are material to the Business and no Group Company has since 31 March 2017 received written notice that it has failed to comply with any of the terms and conditions of such licences, consents, permits and approvals which are to be performed by it or that any of them is liable to be superseded, cancelled or revoked.

9.2

The Group has all licences, consents, permits and authorities necessary for the proper carrying on of the Business as carried on as at the date of this Agreement.

9.3

The business of each Group Company is managed exclusively by its Employees; and no person has authority to bind a Group Company other than its officers and employees acting in the ordinary and ostensible course of their duties.

9.4

No Group Company is, or has agreed to become, a member of any trade association or any other association of persons (whether incorporated or not incorporated) except those of which particulars are set out in the Disclosure Letter.

9.5

No Group Company has any branch, agency or place of business outside of the jurisdiction in which such Group Company is registered.

9.6

Each Group Company has the necessary power and authority to operate its business as conducted at the date of this Agreement.

10.

CONTRACTS

10.1

There is not outstanding:

(a)

any Material Contract, or amendment or supplement thereto, a copy of which or a fair and complete summary of the terms of which is not in the Data Room in folder 6.2;

(b)

any offer, tender or quotation made or given by a Group Company capable by the unilateral act of any other person of giving rise to a Material Contract;

(c)

any Contract which in any way restricts the Group's or any Group Company's freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit;

(d)

any Contract or arrangement to which a Group Company is a party and in which the Warrantors or any director of a Group Company, has a direct or indirect interest other than through any indirect shareholding or holding a less than 5% interest in any company;

(e)

any Contract which requires any Group Company to pay any commission, finders' fee, royalty or similar payments;

(f)

any Contract which requires any Group Company to guarantee the liability or pay the Taxes of any person other than a Group Company; or

(g)

any Contract which is an agreement or arrangement otherwise than by way of bargain at arm's length.

10.2

Each Material Contract, and every amendment or supplement thereto, is:

(a)

valid, binding and enforceable against the relevant Group Company in accordance with its terms; and

(b)

so far as the Warrantors are aware, valid, binding and enforceable against the relevant counterparty in accordance with its terms.

10.3

No Group Company is (or with notice disregarding any cure period in the contract would be) in material breach of, or material default under, any Material Contract and no other party to any Material Contract is (or with notice disregarding any cure period in the contract would be) in material breach thereof or default thereunder.

10.4

No Group Company is in receipt, verbally or in writing, of any subsisting email or other message, threat or notice from another party to any Material Contract of intent to terminate, adversely modify pricing terms, materially reduce business under, not renew, allow to lapse or take any other adverse action with respect to, any Material Contract or amendment or supplement thereto, nor does any Warrantor have any awareness of any circumstances that might reasonably be expected to give rise to any of the foregoing.

10.5

No Material Contract will be breached, or subject to termination, loss of benefit or renegotiation as a result of Completion.

10.6

The Company has complied with all material terms of the Commercial Agreement (as defined in the Oval Shareholders' Agreement) and, so far as the Warrantors are aware, no facts, matters or circumstances exist which might reasonably be expected to give rise to a claim in relation to the Commercial Agreement.

11.

COMPLIANCE WITH LAW

11.1

No Group Company has been notified that it is or may be in breach of any law or regulation to which it is subject (including, where applicable, in relation to the Bribery Act 2010 or any comparable law of any jurisdiction in which any Group Company conducts business), in circumstances where such breach would be material to the Group as a whole.

11.2

The Group is complying, and has at all times complied, in all material respects with Applicable Laws. For the purposes of this paragraph 11.2 only, "Applicable Laws" shall mean all laws, regulations, directives, statutes, subordinate legislation and civil codes of any applicable jurisdiction that apply to the Group.

11.3

No Group Company nor any person (including any employee, officer, subsidiary or any third party) who performs or has performed services for it or on its behalf has done or failed to do any act or thing the doing or omission of which does or could contravene Bribery Legislation.

11.4

No Group Company nor any person (including any employee, officer, subsidiary or any third party) who performs or has performed services for it or on its behalf is or has been the subject of any actual, pending or threatened complaint, action, investigation, enforcement proceedings or prosecution under Bribery Legislation and there are no

11.5

Each Group Company has (and has maintained at all times) adequate policies and procedures designed to ensure continued compliance with Bribery Legislation by each such Group Company and any person (including any employee, officer, subsidiary or third party) who performs or has at any time performed services for it or on its behalf.

12.

REGULATORY AUTHORITIES AND COMPETITION

12.1

The Group has made all material filings or submissions with each Competent Authority to the extent required by all applicable laws and the regulations of any Competent Authority.

12.2

In the twelve months prior to the date of this Agreement:

(a)

no written notice of enforcement action has been received by any Group Company from a Competent Authority and no Warrantor is aware of any circumstances which are likely to give rise to any such action by a Competent Authority; and

(b)

no written notice has been received by any Group Company from a Competent Authority alleging or seeking to investigate or inquire regarding any non-compliance by any Group Company which is reasonably likely to have a material adverse effect upon the business of the Group or imposing any fines or penalties on any Group Company, and no Warrantor is aware of any circumstances which are likely to give rise to any such allegation, investigation or inquiry.

12.3

No Group Company has given any assurance or undertaking to any Competent Authority (which is still outstanding) in relation to competition laws in any jurisdiction in which it carries on business.

13.

INSURANCE

13.1

Complete copies of all insurance policies maintained by each Group Company are contained in the Data Room at folder 9 (the "Insurances" ) and the particulars of the Insurances given in the Disclosure Letter are true in all material respects.

13.2

There is no claim outstanding under any of the Insurances and, so far as the Warrantors are aware, there are no circumstances in existence likely to give rise to any such claim.

14.

LEGAL PROCEEDINGS

14.1

No Group Company is currently engaged or involved in, nor has it within 24 months prior to the date of this Agreement received written notice threatening it with, nor does any Warrantor have any awareness of any circumstances that may give rise to:

(a)

any litigation, prosecution, arbitration or other legal proceedings (whether as claimant, defendant or third party), except for normal debt collection;

(b)

any proceedings or enquiries before any tribunal, board of enquiry, commission or any other administrative body, whether judicial or quasi judicial; or

(c)

any investigation by the Office of Fair Trading, the Commission of the European Communities or any other authority or person.

14.2

All settlement sums to be paid pursuant to the settlement agreement entered into between ASOS.com Limited and the Company dated 16 September 2016 have been paid in full and, so far as the Warrantors are aware, no facts, matters or circumstances exist which might reasonably be expected to give rise to any further liability in connection with such dispute.

15.

INSOLVENCY

15.1

No Group Company is insolvent or unable to pay its debts within the meaning of any insolvency Legislation applicable to it and no Group Company has stopped paying its debts as they fall due.

15.2

No order has been made or petition presented, meeting convened or resolution passed for the winding up of any Group Company.

15.3

No administrator, administrative receiver or receiver has been appointed in relation to any Group Company, nor has any step been taken to initiate any process by or under which an administrator, administrative receiver or receiver may be appointed in relation to any Group Company.

15.4

No composition in satisfaction of the debts of any Group Company or scheme of arrangement of its affairs or compromise or arrangement between it and its creditors or members or any class of its creditors or members has been proposed, sanctioned or approved.

15.5

No Group Company has suspended or ceased, or threatened to suspend or cease, to carry on all or any material part of its business.

16.

EFFECT OF SALE

(a)

result in a breach of, conflict with, or give rise to an event of default under, any agreement or arrangement to which a Group Company is a party or by which a Group Company is bound;

(b)

relieve any other party to an agreement or arrangement with a Group Company of its obligations or enable it to terminate the agreement or arrangement;

(c)

result in the creation or imposition of an Encumbrance on any of the assets of a Group Company;

(d)

result in a breach of a licence, an undertaking to, or order of, any court or governmental agency or regulatory body;

(e)

result in a breach of, conflict with, or violate any of the constitutional documents of a Group Company;

(f)

violate any law, statute, rule, regulation or treaty applicable to any Group Company; or

(g)

result in a Group Company losing the benefit of a licence.

1.

Schedule 9 contains a full and complete and accurate list of all registered Intellectual Property Rights (or the Intellectual Property Rights which are the subject of an application to be registered); and (ii) all unregistered Intellectual Property Rights, save in respect of copyright, which are material to the Business.

2.

The registered Intellectual Property Rights listed in Schedule 9 and the unregistered Intellectual Property Rights which are material to the Business are all owned by or licensed to the relevant Group Company free of all liens, charges, encumbrances and licences.

3.

None of the registrations or applications included in the Intellectual Property Rights is (i) subject to or reasonably likely to be subject to, amendment, challenge, removal or surrender; and (ii) there is nothing which may prevent any of the applications comprised in the Intellectual Property Rights from being granted. There are no reasonably likely circumstances which may materially affect the validity, enforceability or subsistence of any of the registrations or applications included in the Intellectual Property Rights.

4.

In respect of all Intellectual Property Rights registered or applied for by or on behalf of any Group Company, all application, filing, registration, renewal and other fees have been paid and all other steps reasonably necessary for the prosecution, maintenance and protection of the same have been taken on a timely basis.

5.

Particulars of the material licences granted to any Group Company relating to the Intellectual Property Rights used by the Business are in the Disclosure Letter and these combined with the Intellectual Property Rights together comprise all the material Intellectual Property Rights which are used or required to be used in or connection with the operation of the Business as is presently carried on.

6.

No Group Company uses any domain names for its websites and email accounts other than those identified in documents 4.5.1 and 4.5.2 of the Data Room.

7.

Each Group Company is the sole registrant of the domain names identified in documents 4.5.1 and 4.5.2 of the Data Room, and none of these are held on behalf of any third party.

8.

[***] the conduct of the Group's business as conducted in the 24 months prior to the date of this Agreement does not infringe or make unauthorised use of the Intellectual Property Rights of any third party.

9.

No Group Company has received any notice in the 24 months prior to the date of this Agreement from a third party raising any claim, dispute, or proceeding, pending or threatened, against any Group Company based on such third party's Intellectual Property Rights.