Exhibit 2.1 

PRIVILEGED AND CONFIDENTIAL

EXECUTION VERSION

CONTENTS

THIS DEED is made on 27 May 2021.

BETWEEN

(1)         The several persons whose names and addresses are set out in Part 1 of Schedule 1 (the      “Institutional Sellers”);

(2)         The several persons whose names and addresses are set out in Part 2 of Schedule 1 (the      “Management Sellers”);

(3)        The several persons whose names and addresses are set out in Part 3 of Schedule 1 (the      “Non-Management Sellers” and together with the Institutional Sellers and the Management      Sellers, the “Sellers”);

WHEREAS

IT IS AGREED THAT

“A Ordinary Shares” means the 60,093,051 A ordinary shares of GBP 0.01 each in the capital of the Company;

“Additional Consideration” has the meaning given in Clause 3.1(b);

“Affiliate” means:

and in all cases, excluding each Group Company;

“Agreed Form” means, in relation to a document, the form of that document which has been agreed in writing (including by e-mail) by or on behalf of the Institutional Sellers and the Purchaser to be the agreed form of such document, with such changes as the Institutional Sellers and the Purchaser may mutually agree in writing (including by e-mail) before Completion;

“Amended Certificate of Incorporation” means the amended and restated Certificate of Incorporation of the Purchaser in the Agreed Form to make such changes as are required by the transactions contemplated by this Deed, if any;

“Amended Investor Rights Agreement” means the Amended and Restated Investor Rights Agreement of the Purchaser, in the Agreed Form, to be entered into between (among others) the Purchaser and the Institutional Sellers on Completion;

“Antitrust Condition” has the meaning given in Clause 5.1(a);

“Antitrust Laws” means all Laws governing the conduct of any person in relation to restrictive or other anti-competitive agreements or practices (including cartels, pricing, resale pricing, market sharing, bid rigging, terms of trading, purchase or supply and joint ventures), abuse of dominant or monopoly market positions (whether held individually or collectively) and the control of acquisitions or mergers;

“Articles” means the articles of association of the Company as amended or restated from time to time;

“Authority” means any competent governmental, administrative, supervisory, regulatory, judicial, determinative, disciplinary, enforcement or tax raising body, authority, stock exchange, agency, board, department, court or tribunal of any jurisdiction and whether supranational, national, regional or local;

“B Ordinary Shares” means the 1,334,983 B ordinary shares of GBP 0.001 each in the capital of the Company;

“Bank Pay-Off Amount” means the amount required to:

“BEIS” has the meaning given in Clause 5.1(c);

“Break Fee” has the meaning given in Clause 5.13;

“Broader Staff Bonus” means the bonus to be paid prior to Completion to certain employees of the Group in respect of the 2021 financial year, of up to an aggregate amount (before deductions for Tax or otherwise) equal to USD 2,900,000;

“Business” means the business as carried on by the Group as at the date of this Deed;

“Business Day” means a day (other than a Saturday or Sunday) on which banks in the City of London and City of New York are open for ordinary banking business;

“C Ordinary Shares” means the 6,949,750 C ordinary shares of GBP 0.001 each in the capital of the Company;

“Certificate of Incorporation” means the Certificate of Incorporation of the Purchaser as in effect at the date of this Deed.

“CFIUS” means the Committee on Foreign Investment in the United States and each member agency thereof, acting in such capacity;

“CFIUS Authorities” means the Defense Production Act of 1950 (50 U.S.C.§ 4565), and its implementing regulations located at 31 C.F.R. Parts 800-802;

“CFIUS Clearance” means either:

“Claim” means any demand or claim made by the Purchaser against any of the Sellers, whether in contract or otherwise, under or in relation to or for any breach of any Transaction Document (other than the Management Warranty Deed or the Tax Deed which shall be subject to the limitations set out therein), including in respect of any of the Seller Warranties, save for any claims in respect of a breach of Clause 4.1;

“Class A Common Stock” means the Class A common stock, par value USD 0.0001 per share, of the Purchaser;

“Class B Non-Voting Common Stock” means the Class B common stock, par value USD 0.0001 per share, of the Purchaser;

“Commitment” means any condition, obligation, undertaking, undertaking in lieu of reference and/or modification, which may include any structural or behavioural commitment that relates in any manner whatsoever to any undertaking or business, activities or assets:

“Company” has the meaning given in Recital (5);

“Company’s Bank Account” means the bank account of the Company, details of which are set out in the Consideration Allocation Schedule;

“Company Qualified Plan” has the meaning given in Clause 7.2;

“Completion” means completion of the sale and purchase of the Shares in accordance with Clause 8;

“Completion Date” means the date on which Completion takes place;

“Completion Default” has the meaning given in Clause 8.5;

“Conditions” has the meaning given in Clause 5.1;

“Confidential Information” has the meaning given in Clause 13.1(a);

“Consideration” means the Ordinary Share Consideration and the Preference Share Consideration;

“Consideration Allocation Schedule” has the meaning given in Clause 6.1;

“Consideration Share Value” has the meaning given in Clause 3.3(a);

“Consideration Shares” has the meaning given in Clause 3.3(a);

“Constitutional Documents” means, with respect to an entity, its memorandum and articles of association, certificate of incorporation, by-laws, or equivalent constitutional documents;

“Consulting Payments” has the meaning given in Clause 4.8(c);

“Control” means the power to direct the management and policies of a person (directly or indirectly), whether through ownership of voting securities, by contract or otherwise (and the term “Controlled” shall be interpreted accordingly);

“Credit Agreement” means the credit agreement dated 4 February 2021 entered into between, among others, E2open Intermediate LLC, E2open LLC, as borrower and Goldman Sachs Bank USA, as administrative agent and collateral agent;

“D&O Insurance” has the meaning given in Clause 14.1;

“D&O Insurance Costs” means the costs and expenses (including the total premium) incurred by the Group in implementing the D&O Insurance pursuant to and in accordance with the terms of Clause 14.1 (the total amount of which, without changing the definition thereof, is set out in the Consideration Allocation Schedule);

“Data Room” means the virtual data room, hosted by Datasite under the name “Project Eagle” in connection with the Transaction as at 23:59 on 25 May 2021, and in respect of paragraph (k) of Schedule 3 only, as at 23:59 on 26 May;

“Debt Financing Agreements” has the meaning given in paragraph 2.1 of Schedule 4;

“Debt Security” means each of the security agreements, mortgages, collateral assignments, pledge agreements or other similar agreements delivered to the security agent under the Existing Facilities and each of the other agreements, instruments or documents that creates or purports to create a lien in favour of the security agent (for the benefit of the secured parties) and/or the secured parties under the Existing Facilities;

“Deed of Release” means one or more deeds of release in customary form (and any equivalent release document(s), notice(s) or form(s) required in applicable jurisdictions in customary form) pursuant to which all of the Debt Security shall be released on the Completion Date, subject to receipt by the relevant recipient(s) of the Bank Pay-Off Amount;

“Director Expenses” has the meaning given in Clause 4.8(b);

“Disclosed” has the meaning given in the Management Warranty Deed;

“Disclosed Exit Bonuses” means those Exit Bonuses, details and amounts of which are set out in the Consideration Allocation Schedule;

“Disclosed Transaction Costs” means those Transaction Costs, details and amounts of which are set out in the Consideration Allocation Schedule;

“Dispute” has the meaning given in Clause 29.3;

“Encumbrance” means any interest or equity of any person (including any right to acquire, option or right of pre-emption), any mortgage, charge, debenture, pledge, lien, assignment, hypothecation, security interest (including any created by Law), title retention or other security agreement or arrangement, and any agreement, arrangement or obligation to grant or create any of the foregoing;

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time (or any successor statute and related rules and regulations);

“Exchange Rate” means, with respect to a particular currency for a particular day, the closing mid-point spot rate of exchange for that currency into sterling on such date as published in the London edition of the Financial Times first published thereafter or, where no such rate is published in respect of that currency for such date, at the rate quoted by HSBC Bank plc as at the close of business in London as at such date;

“Existing Facilities” means:

“Exit Bonuses” means the gross amount of any bonuses, incentives or commission to be paid or agreed to be paid or incurred or owing to any current or former employee or director (including a non-executive director) of any Group Company by any Group Company in connection with, or as a result of, the Transaction, together with any employer’s social security contributions, payroll, employment and similar Taxes thereon or in connection therewith for which a Group Company is or would be liable;

“FP Sellers” means Francisco Partners Parallel Fund III (Cayman), L.P. and Francisco Partners III (Cayman), L.P.;

“Fund” means any person, trust, or fund holding shares for investment purposes;

“GAAP” means U.S. generally accepted accounting principles, in effect from time to time;

“GAAS” means U.S. generally accepted auditing standards, in effect from time to time;

“Good Reason” means, in respect of any person who is employed or engaged by a Group Company or a member of the Purchaser Group (the “Employing Company”) (a) such person’s (i) resignation as a result of his or her serious physical disability, permanent ill health or permanent mental incapacity as certified by an independent medical practitioner of good standing, (ii) constructive dismissal from their Employing Company, or (iii) retirement from their Employing Company after the applicable statutory retirement age for such person concerned, or (b) if the board of directors of a Group Company or a member of the Purchaser Group, in its sole discretion, determines by valid action that such person is deemed to have resigned from the Employing Company for “Good Reason” for the purposes of this Deed, or (c) a materially detrimental change to such person’s position, duties, base salary or annual bonus opportunity that is not cured by the Group Company or member of the Purchaser Group within thirty (30) days of written notice regarding such change for such person;

“Group” means the Company and all of the subsidiary undertakings of the Company;

“Group Company” means any member of the Group and “Group Companies” means all of them;

“HSR Act” has the meaning given in Clause 5.1(a);

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board;

“Institutional Directors” means Deep Shah, Lizhi Tan, Martin Fichtner and Quentin Lathuille;

“Institutional Sellers” has the meaning given in Recital (1);

“Intellectual Property Rights” means all intellectual property rights worldwide, including rights in patents, utility models, trade marks, service marks, logos, getup, trade names, internet domain names, copyright (including rights in computer software), design rights, moral rights and contractual waivers of moral rights, database rights and rights in data, confidential information and knowledge (including know how, inventions, secret formulae and processes, market information, and lists of customers and suppliers), and rights protecting goodwill and reputation, in all cases whether registered or unregistered; all other forms of protection having a similar nature or effect anywhere in the world to any of the foregoing and applications for or registrations (or rights to apply for registration) of any of the foregoing rights;

“Investment Agreement” means the investment agreement dated 22 September 2017 between the Institutional Sellers, the Non-Institutional Sellers and the Company, as amended from time to time prior to the date hereof;

“Irrecoverable VAT” means any output VAT paid which is not recoverable as input tax by a person or the representative member of any VAT group of which it forms part;

“Known Leakage” means any Leakage which is, at least six (6) Business Days prior to Completion, agreed in writing between the Institutional Sellers and the Purchaser to be reflected in the calculation of the Ordinary Share Consideration payable at Completion;

“Law” or “Laws” means all applicable:

“Leakage” has the meaning given in Clause 4.7;

“Leakage Claim” has the meaning given in Clause 4.2;

“Leakage Determination Date” has the meaning given in Clause 4.6;

“Leakage Payment Amount” has the meaning given in Clause 4.2;

“LLC Agreement” means the limited liability company agreement of E2open Holdings, LLC, a wholly owned subsidiary of the Purchaser, dated as of 4 February 2021, as the same may be amended from time to time;

“Lock-Up Agreement” means a lock-up agreement in the Agreed Form;

“Locked Box Accounts” means the unaudited management accounts of the Company for the period ended on the Locked Box Date, in the Agreed Form;

“Locked Box Date” means 31 December 2020;

“Longstop Date” means:

in each case, as at 5.00 p.m. EST on the date that is six (6) months from the date hereof and provided, except for the NSI Condition, all other Conditions to Completion shall have been satisfied or waived (or, in the case of Conditions that by their nature are to be satisfied at the Completion, shall be capable of being satisfied on such date), then the Longstop Date shall be extended to 5.00 p.m. EST on the date that is nine (9) months from the date hereof; or

“Losses” means all costs, losses, liabilities, damages, claims, demands, proceedings, expenses, penalties and properly incurred legal and other professional fees;

“Management Borrowers” means Andrew Kirkwood and Michael Hunt;

“Management Loan Repayment Amount” has the meaning given in Clause 3.5;

“Management Loans” means (a) the promissory note dated 28 June 2019 between Andrew Kirkwood (as borrower) and the Company (as lender) for a principal amount of GBP 151,172.21 (plus all accrued interest), a copy of which is contained in Document 1.7.2 of the Data Room; and (b) the promissory note dated 26 April 2019 between Michael Hunt (as borrower) and the Company (as lender) for a principal amount of GBP 61,530.16 (plus all accrued interest), a copy of which is contained in Document 1.7.1 of the Data Room;

“Management Sellers” has the meaning given in Recital (2);

“Management Warranty Deed” means the management warranty deed entered into on the date of this Deed between Andrew Kirkwood, Michael Hunt, Joy Burkholder Meier and the Purchaser;

“Master Consulting Services Agreement” means the master consulting services agreement between Francisco Partners Consulting LLC and the Company dated 3 May 2017;

“Material Completion Obligation” means:

“Non-Institutional Sellers” means the Management Sellers and the Non-Management Sellers;

“Non-Institutional Sellers’ Representative” has the meaning given in Clause 15.1;

“Non-Management Sellers” has the meaning given in Recital (3);

“NSI Act” means the United Kingdom’s National Security and Investment Act 2021;

“NSI Condition” has the meaning given in Clause 5.1(c);

“NYSE” means the New York Stock Exchange;

“Ordinary Share Cash Consideration” has the meaning given in Clause 3.3(b);

“Ordinary Share Consideration” has the meaning given in Clause 3.1;

“Ordinary Shares” means the A Ordinary Shares, B Ordinary Shares and C Ordinary Shares;

“Pay-Off Letter” means the payoff letter to be provided by a lender (or agent on behalf of a lender) under the Existing Facilities, setting out the amount (including all ancillary amounts) required to be paid by a particular date under the relevant Existing Facilities to the relevant finance parties in order to discharge and repay that Existing Facilities in full on that date, in customary form reasonably agreed by the Purchaser and the Institutional Sellers;

“Paying Agent Account” means the paying agent account, details of which are set out in the Consideration Allocation Schedule;

“Permitted Leakage” has the meaning given in Clause 4.8;

“PIPE Financing” has the meaning given in Recital (C);

“PIPE Financing Amount” has the meaning given in Recital (C);

“PIPE Investors” has the meaning given in Recital (C);

“PIPE Shares” has the meaning given in Recital (C);

“Plan” means any benefit or compensation plan, including any share option, share purchase, restricted share, restricted share unit, share appreciation, phantom equity or other equity or equity based incentives, severance, separation pay, bonus, commissions, retention, stay bonuses, change in control or other transactions program, policy, agreement, contract or arrangement maintained, sponsored, contributed or required to be contributed to by any Group Company or with respect to which any Group Company has any current or contingent liability or obligation, excluding any schemes or arrangements mandated by a government entity outside of the United States;

“Preference Share Consideration” means the aggregate amount payable pursuant to the Articles to redeem and repay the amounts as credited as paid up on the Preference Shares together with all accrued dividends in respect of the Preference Shares up to and including the Completion Date (converted from GBP to USD at the Exchange Rate one (1) Business Day prior to the delivery of the Consideration Allocation Schedule pursuant to Clause 6.1);

“Preference Shares” means the 38,355,558 A preference shares of GBP 1.00 each in the capital of the Company;

“Preferred Stock” means the preferred stock, par value USD 0.0001 per share, of the Purchaser;

“President” has the meaning given to it in the definition of CFIUS Clearance;

“Proxy Statement” has the meaning given in Clause 7.11;

“Purchaser” has the meaning given in Recital (4);

“Purchaser Board” has the meaning given in paragraph 4.1 of Schedule 4;

“Purchaser Board Recommendation” has the meaning given in paragraph 4.1(b) of Schedule 4;

“Purchaser Claim” has the meaning given in Clause 11.9;

“Purchaser Financial Statements” has the meaning given in paragraph 5.4 of Schedule 4;

“Purchaser Financing Agreements” has the meaning given in paragraph 2.1 of Schedule 4;

“Purchaser Group” means the Purchaser and any subsidiary undertaking of the Purchaser, including, for the avoidance of doubt, the Group Companies from Completion;

“Purchaser Qualified Plan” has the meaning given in Clause 7.2;

“Purchaser SEC Documents” has the meaning given in paragraph 5.1 of Schedule 4;

“Purchaser Stock” has the meaning given in paragraph 3.1 of Schedule 4;

“Purchaser Stockholder Meeting” has the meaning given in Clause 7.15;

“Regulatory Conditions” has the meaning given in Clause 5.1(c);

“Relief” means any loss, allowance, credit, deduction, exemption or set off in respect of any Tax, or any repayment or refund of or saving of Tax;

“Representatives” means, in relation to any Seller and its Affiliates, their respective directors, officers, employees, agents, consultants and professional advisers and, in relation to the Purchaser, any member of the Purchaser Group and their respective directors, officers, employees, agents, consultants and professional advisers;

“Required Financial Statements” has the meaning given in Clause 7.3;

“Requisite Stockholder Approval” means (a) the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at a meeting of the Purchaser’s stockholders and entitled to vote thereon in favour of issuing the Consideration Shares and the PIPE Shares and (b) to the extent the Purchaser reasonably determines such amendment is required in order to implement the transactions contemplated by this Deed, the affirmative vote of a majority of the shares outstanding and entitled to vote thereon in favour of the Amended Certificate of Incorporation;

“Restricted Business” means the provision of logistics and global trade management software and services related to such software applications;

“Restricted Management Sellers” means each of Andrew Kirkwood, Joy Meier, Timothy Hinson, Christopher Timmer, Sian Hopwood, Scott Brown, Johnny Thogersen, Douglas Surrett, Sharon Plested, Patrick Maley, Michael Hunt, David Landau and Samuel Addeo;

“Restricted Management Seller” shall be construed accordingly;

“Restricted Period” has the meaning given in Clause 12.2;

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;

“Scheduled Completion Date” has the meaning given in Clause 8.4;

“SEC” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act;

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time (or any successor statute and related rules and regulations);

“Seller’s Nominee” has the meaning given in paragraph 2(c)(ii) of Schedule 2;

“Seller Warranties” means the warranties given by the Sellers as set out in Clause 10;

“Sellers” has the meaning given in Recital (3) and “Seller” shall be construed accordingly;

“Senior Employee” means each of Andrew Kirkwood (Chief Executive Officer of the Group), Michael Hunt (Chief Financial Officer of the Group) and any other employee, director or independent service provider or consultant of the Group whose gross base salary or compensation exceeds $200,000 (or local equivalent) per year;

“Shares” means the Ordinary Shares and the Preference Shares;

“Signing Form 8-K” has the meaning given in Clause 13.5;

“Signing Press Release” has the meaning given in Clause 13.5;

“Stockholder Approval Condition” has the meaning given in Clause 5.1(d);

“Stockholder Conditions” means the Stockholder Approval Condition and the Stockholder Listing Condition;

“Stockholder Listing Condition” has the meaning given in Clause 5.1(e);

“Subscription Agreement” has the meaning given in Recital (C);

“Support Agreements” has the meaning given in Recital (D);

“Surviving Provisions” means Clauses 1, 5.12, 5.13, 8.5(d), 13, 15, 18, 20 to 29.1 (inclusive);

“Tax” means:

in each case, imposed, collected or assessed by, or payable to, a Tax Authority whether directly or primarily chargeable against, recoverable from or attributable to any of the Group Companies or another person (including as a transferee or successor, by contract, or otherwise by operation of Law) and regardless of whether any Group Company has, or may have, any right of reimbursement against any other person (and “Taxes” shall be construed accordingly);

“Tax Authority” means a taxing or other governmental (local or central), state or municipal authority (whether within or outside the United Kingdom) competent to impose a liability for or to collect Tax;

“Tax Deed” means the deed relating to tax entered into on the date of this Deed between Andrew Kirkwood, Michael Hunt, Joy Burkholder Meier and the Purchaser;

“Temasek Seller” means Anderson Investments Pte. Ltd.;

“Trading Day” means a day on which the New York Stock Exchange is open for business (excluding any day during which trading of the Class A Common Stock has been suspended for more than ninety (90) minutes);

“Transaction” means the transactions contemplated by this Deed and/or the other Transaction Documents or any part thereof;

“Transaction Costs” means any professional fees, expenses or other disbursements paid or agreed to be paid or incurred or owing in connection with the Transaction by any Group Company or the potential initial public offering of shares of the Company (or one of its parent undertakings or subsidiary undertakings), in each case excluding VAT payable thereon other than Irrecoverable VAT;

“Transaction Documents” means this Deed, the Subscription Agreements, the Support Agreement, the Management Warranty Deed, the Amended Investor Rights Agreement, the Tax Deed, the Lock-Up Agreements, any document in the Agreed Form and any other document to be delivered on Completion (as set out in Schedule 2);

“Transfer Taxes” means all transfer, real estate transfer, stamp duty, stamp duty reserve, documentary, notarial, registration and other similar Taxes;

“VAT” means: (a) any value added tax imposed by the Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2996/112); and (c) or any other similar tax, whether chargeable in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b) above, or imposed elsewhere;

“VWAP” means, for any Trading Day, the volume-weighted average price per share of the Class A Common Stock as reported by Bloomberg L.P. in respect of the period from 9:30 am to 4:00 pm, New York City time on such Trading Day;

“W&I Insurer” means Ambridge Europe Limited; and

“Working Hours” means 9:30 am to 5:30 pm on a Business Day.

and such issuance and payment shall be an absolute discharge to the Purchaser who shall not be concerned with the subsequent application of the amount of Preference Share Consideration and Ordinary Share Cash Consideration so paid or the allocation of the Consideration Shares so issued.

where

“x” means the number of Consideration Shares to be cancelled;

“a” means an amount equal to the Leakage Payment Amount as agreed or Finally Determined in respect of the relevant Seller; and

“b” means the VWAP for the five (5) Trading Day period ending one (1) Trading Day prior to the Leakage Determination Date.

The relevant Seller(s) shall cooperate reasonably with the Purchaser and the transfer agent of the Purchaser (in each case, acting reasonably) to the extent necessary to effect the cancelation of any such Consideration Shares.

(together, the “Conditions”).

in each case, as soon as practicable and, in any event, no later than:

Termination and Effect of Termination

(each a “Break Fee”), in each case, payable to the Paying Agent Account (or such other account the Institutional Sellers notify the Purchaser in writing) not later than ten (10) Business Days following written demand for payment from the Institutional Sellers following such termination of this Deed in circumstances in which a Break Fee is payable in accordance with Clauses 5.13(a) or 5.13(b). The provisions set out in this Clause 5.13 shall be the sole and exclusive remedy of the Company, the Sellers and their respective Affiliates, successors or assigns against the Purchaser and its Affiliates in the circumstances where a Break Fee is payable (whether framed in tort, contract or otherwise). Upon payment of the Break Fee, when and if payable hereunder, the Purchaser and its Affiliates (including any of their respective shareholders or members) shall have no further liability to the Company or the Sellers or their respective Affiliates, successors or assigns (including any of their respective shareholders or members) arising out of or otherwise relating to this Deed or the transactions contemplated hereby or the termination hereof, including any breach of this Deed, whether wilful, intentional or otherwise and none of the Company, the Sellers or their respective Affiliates (including any of their respective shareholders or members), successors or assigns shall be entitled to bring or maintain any other claim, action or proceeding against the Purchaser or any of its Affiliates (including any of their respective shareholders or members) or seek to obtain any recovery, judgment or damages of any kind against the Purchaser or any of its Affiliates (including any of their respective shareholders or members) arising out of or otherwise relating to this Deed or the transactions contemplated hereby or the termination hereof, including any breach of this Deed, whether wilful, intentional or otherwise. In no event shall more than one Break Fee be paid or payable, and in no event shall a Break Fee be paid or payable on more than one occasion. In no event will the Company and the Sellers be entitled to both the payment of the Break Fee hereunder and the right to specifically enforce the terms of this Deed or any equitable remedy hereunder. The parties acknowledge and agree that if any obligation to pay any Break Fee shall arise in accordance with this Clause 5.13, such obligation shall not imply that the Purchaser has committed any breach of its obligations under this Deed. The parties acknowledge and agree that the provisions set out in this Clause 5.13 are no more extensive than is reasonably necessary to protect the legitimate interests of the Sellers and the Group, and the agreements set forth in this Clause 5.13 are an integral part of this Deed and without these agreements the parties would not enter into this Deed.

Release of Debt Security

Sellers’ pre-completion obligations

Required Financial Statements; Proxy Statement; Cooperation

Purchaser’s pre-completion obligations

Proxy Statement

Purchaser Stockholder Meeting

NYSE Listing

Pre-Completion Access

in each case, to the extent reasonably required by the Purchaser for it to either: (i) comply with its express obligations under the Transaction Documents, (ii) utilise for post-Completion integration purposes (including for the completion of technical operational diligence), (iii) implement and arrange the Financing; and/or (iv) implement any management incentive scheme of the Group or plan for the issue of the Consideration Shares at Completion, and subject to reasonable advance notice being given in writing to the Institutional Sellers. Any access or cooperation granted pursuant to this Clause 7.21 shall only be permitted provided that such access or cooperation does not:

Section 280G

Disclosure

any Group Company or any of their directors, officers, employees, agents, advisers or other representatives, any direct or indirect shareholder of the Purchaser, any provider of investment advice or finance to the Purchaser, any person otherwise connected with the Purchaser or their current or former Representatives, in connection with (i) the transactions contemplated by the Transaction Documents and/or (ii) pursuant to the Investment Agreement, in each case, except as may be expressly agreed between a Seller and the Purchaser.

any Group Company, any director of a Group Company, any Affiliate of the Sellers, any provider of investment or finance to the Sellers, any person otherwise connected with the Sellers or each of the forgoing’s respective current or former Representatives (each of which shall be entitled to enforce this Clause 11.6) under the Contracts (Rights of Third Parties) Act 1999) in connection with the transactions contemplated by the Transaction Documents. Notwithstanding the foregoing, the Purchaser shall not be deemed to have released or waived any claim or defence which Purchaser determines after the Completion Date is necessary to defend against any action brought by any director, officer, employee, contractor, or agent prior to the Completion Date.

in each case, on and from the time of such termination or resignation respectively; or

in each case, on and from the date that is six (6) months following such termination or resignation respectively.

in each case, provided that if (x) such Restricted Management Seller’s employment or engagement with the Purchaser Group or a Group Company has been terminated other than as a result of a breach of this Clause 12.2 by the Restricted Management Seller; or (y) such Restricted Management Seller has resigned from their employment or engagement with the Purchaser Group or a Group Company for Good Reason, the then remaining term of the Restricted Period at the time of such termination or resignation shall be reduced by fifty per cent (50%).

(together, the “Confidential Information”); and

Each party shall (and shall procure that each of its Affiliates shall) execute and deliver or procure, so far as they are reasonably able, the execution and delivery of, all such documents, and do all such things, as the other parties may reasonably require at the cost of such other party for the purpose of giving full effect to the provisions of this Deed.

Notwithstanding Completion, each provision of this Deed and any other Transaction Document not performed at or before Completion but which remains capable of performance will remain in full force and effect and, except as otherwise expressly provided and subject to Law, without limit in time.

Where any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under the Laws of any jurisdiction then such provision shall be deemed to be severed from this Deed and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under this Deed and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Deed.

Any such person to whom an assignment is made under this Clause 22.2 may itself make an assignment as if it were the Purchaser under this Clause 22.2.

This Deed may be executed in any number of counterparts. Each counterpart shall constitute an original of this Deed but all the counterparts together shall constitute but one and the same instrument.

or, in each case, such other person and address in England or Wales as such party shall notify the Institutional Sellers and the Non-Institutional Sellers’ Representative in writing from time to time, whether or not such claim form, notice or other document is forwarded to the relevant party or received by such party.

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Schedule 1: THE SELLERS

[Attached]

Schedule 2: COMPLETION OBLIGATIONS

1.            Sellers’ OBLIGATIONS

At Completion:

2.            PURCHASER’S OBLIGATIONS

At Completion the Purchaser shall:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE; and

Schedule 3: PRE-COMPLETION OBLIGATIONS

Part 1 – Sellers

Each Seller shall, from the date of this Deed until Completion, severally procure that none of the Group Companies:

Part 2 – Purchaser

The Purchaser shall, from the date of this Deed until Completion, procure that no member of the Purchaser Group will:

Schedule 4: PURCHASER’S WARRANTIES

All warranties set out in this Schedule 4 shall be qualified (x) by information disclosed or reflected in the Purchaser SEC Documents publicly furnished or filed with the SEC as at two (2) Business Days prior to the date of this Deed (but excluding any risk factor disclosures contained under the headings “Risk Factors” or “Quantitative and Qualitative Disclosures about Market Risk,” or any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, predictive or forward-looking in nature) and (y) as set forth on Schedule 5.

1.            capacity and authority

2.            purchaser financing agreements

3.            capitalisation of THE PURCHASER

4.            authority of THE PURCHASER board of directors

5.            sec reports and financial statements

6.            REGISTRATION

Schedule 5: PURCHASER’S DISCLOSURES

[Attached]

This Deed has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

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