Exhibit 1.1

Execution Version

AGREEMENT

for the sale and purchase of shares in the

capital of Guardian Digital Communications Limited

TABLE OF CONTENTS

-i-

-ii-

AGREEMENT

PARTIES

INTRODUCTION

The Seller has agreed to sell and the Buyer has agreed to purchase the entire issued share capital of Guardian Digital Communications Limited upon the terms and subject to the conditions of this Agreement.

AGREEMENT

“ 30 June 2015 Audited Accounts ” means the audited balance sheet, profit and loss account and cash flow statement (prepared both on a consolidated basis for the Target Group and on an individual basis for the Company and each of the Subsidiaries (save for the German Subsidiary and the Antelope Companies and it being understood that the accounts for those companies are unaudited) for the year ending on the Balance Sheet Date, including, in each case, the relevant notes and directors’ and auditors’ reports;

“ Accounts ” means the 30 June 2015 Audited Accounts and the individual audited balance sheet, profit and loss account and cash flow statement of the Company and each of the Subsidiaries (save for the German Subsidiary and the Antelope Companies and it being understood that the accounts for those companies are unaudited) as at 30 June 2014 and (save in the case of the Antelope Companies) 30 June 2013, including, in each case, the relevant notes and directors’ and auditors’ reports;

“ Advisers Pay-off Letters ” means the letters, addressed to the Company, to be executed on or prior to the date of this Agreement, from each of Lazard, Deloitte, PwC, Arup, E&Y, Rothschild, Clifford Chance, Linklaters, Ogier and the Seller’s Solicitors confirming: (A) that the amounts specified therein represent: (i) their respective Paid Transaction Fees; and (ii) their capped estimate of Unpaid Transaction Fees for all services provided or to be provided in connection with the Transaction and/or to the Seller or the Target Group up to and including Completion; and (B) that no other amounts will be charged by them to the Target Group;

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“ Affiliate ” means, in relation to any Party, any subsidiary undertaking or parent undertaking of that Party and any subsidiary undertaking of any such parent undertaking, in each case from time to time;

“ Agreed Deductions ” means:

“ Agreed Form ” means, in relation to a document, the form of that document which has been negotiated and agreed between the Seller and the Buyer and initialled by or on behalf of each of them as evidence of that agreement;

“ Agreed Form Protocol ” means the set of protocols, which are set out in Schedule 10, to be followed by the Parties in respect of the satisfaction of the Condition set out in clause 2.1(H);

“ Agreed Liabilities ” means:

“ Antelope Companies ” means Antelope 1 Limited, Antelope 2 Limited, Antelope 3 Limited, Antelope 4 Limited and Antelope 5 Limited;

“ Airwave Solutions ” means Airwave Solutions Limited, which is registered in England and Wales with registered number 03985643 whose registered office is at Charter Court, 50 Windsor Road, Slough, Berkshire, SL1 2EJ;

“ Associated Persons ” means any person or party who is connected with or an associate of the Company, the Target Group (or any Related Party thereof) or the Seller or the Buyer within the meaning of section 38(3)(b)(ii) Pensions Act 2004;

“ Audited 30 June 2015 Balance Sheet ” means the audited balance sheet of the Target Group (including the notes to the balance sheet) as at 11.59 p.m. on the Balance Sheet Date, which is included in the 30 June 2015 Audited Accounts;

“ Balance Sheet Date ” means 30 June 2015;

“ Benchmarking Dispute ” means the dispute between Airwave Solutions and the Secretary of State for the Home Department relating to the 2014 benchmarking exercise in connection with the framework agreement for the Public Safety Radio Communications Services between the Police Information Technology Organisation and British Telecommunications plc dated 29 February 2000;

“ Break Fee ” has the meaning set out in clause 2.7;

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“ Business Day ” means a day (not being a Saturday or a Sunday) on which banks generally are open in London and Chicago for the transaction of normal banking business;

“ Buyer’s Group ” means the Buyer and its Affiliates from time to time other than the Target Companies and the expression “ member of the Buyer’s Group ” shall be construed accordingly;

“ Buyer’s Solicitors ” means Winston & Strawn London LLP of 1 Ropemaker Street, London, EC2Y 9AW;

“ Cash ” means £38,287,000, being the aggregate amount of cash and cash equivalents held by the Target Group as at 11.59 p.m. on the Balance Sheet Date, as shown on the Audited 30 June 2015 Balance Sheet;

“ CDR ” means the Company’s clean data room which is located at the Seller’s Solicitors office;

“ Civil Procedure Rules ” means the Civil Procedure Rules 1998;

“ Claim ” means any claim under or for breach of this Agreement;

“ Companies Act ” means the Companies Act 2006, as amended;

“ Company ” means Guardian Digital Communications Limited, a private company limited by shares, of which brief particulars are set out in Schedule 4;

“ Completion ” means completion of the Transaction, as provided for in clause 9;

“ Completion Board Minutes ” means the minutes of the board of directors of the Seller in the Agreed Form;

“ Completion Date ” means the last Business Day of the relevant calendar month in which all of the Conditions have been satisfied or, where permitted waived (except for the Conditions set out in clause 2.1(F) and 2.1(G) which shall be satisfied simultaneously at Completion) (or such other date as the Buyer and Seller may agree) or, as the context shall require, the date on which Completion shall have taken place;

“ Conditions ” means the conditions precedent to Completion set out in clause 2.1;

“ Conditions Precedent Date ” means 5.00 p.m. on 31 March 2016 or such later date as the Buyer and Seller shall agree in writing;

“ Confidentiality Agreement ” means the mutual non-disclosure agreement entered into between Airwave Solutions and the Buyer which is dated 6 March 2015;

“ Consideration ” has the meaning set out in clause 5.1;

“ Contracting Parties ” means those persons listed in the first column of the table set out in Schedule 8 and “ Contracting Party ” means any of them;

“ Court ” means the High Court of Justice in England and Wales;

“ Court Meeting ” means the meeting of the Lenders (and any adjournment thereof) to be convened by order of the Court pursuant to section 896 of the Companies Act to consider and vote upon the Scheme of Arrangement;

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“ Credit Agreement ” means the £2,009,961,727.44 credit agreement dated 18 April 2007, as most recently amended and restated on 27 March 2014, between, amongst others, the Seller and HSBC Bank plc as facility agent and security agent;

“ Debt Payments ” has the meaning set out in clause 6.2(B);

“ Deed of Release ” means the deed of release in the Agreed Form relating to the Finance Documents (other than the Management Fee Deed);

“ Deed of Retirement and Release ” means the deed of retirement and release to be entered into on or prior to the date of this Agreement between (i) LuxCo, (ii) the Seller, (iii) the Company, (iv) Airwave Solutions and (v) HSBC Bank plc as facility agent pursuant to which, amongst other things, the facility agent shall retire as a party to the Management Fee Deed;

“ Default Interest ” means interest at the rate of three per cent (3%) per annum;

“ Director’s Leakage Certificate ” has the meaning set out in clause 9.2(A)(13);

“ Disclosed ” means fairly disclosed in or under the Disclosure Letter, meaning that the matter or other information is disclosed in sufficient detail to enable the Buyer to identify and evaluate the nature, significance and scope of the matter or other information in question and the term “ Disclosure ” shall be construed accordingly;

“ Disclosure Letter ” means the disclosure letter dated with the date of this Agreement from the Seller to the Buyer;

“ Due Amount ” means the amount (if any) due for payment by the Seller to the Buyer in respect of a Notified Claim that has been Resolved;

“ Due Date ” means in respect of any sum payable or obligation to be performed under this Agreement or any of the other Transaction Documents, the day specified for the payment to be made or that obligation to be performed or, if that day is not a Business Day, the next following Business Day;

“ EDR ” means the Company’s electronic data room;

“ Effective Date ” means 12:00 a.m. on 1 July 2015;

“ Employees ” means those individuals employed by the Target Group at the date of this Agreement;

“ Encumbrance ” means any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, option, assignment, hypothecation, restriction, preference, security interest, title retention or any other security agreement or arrangement, or any agreement to create any of the above;

“ Environment ” shall have the meaning given in paragraph 16 of Schedule 1;

“ Environmental Consents ” shall have the meaning given in paragraph 16 of Schedule 1;

“ Environmental Laws ” shall have the meaning given in paragraph 16 of Schedule 1;

“ Escrow Account ” means the interest-bearing deposit account in the name of the Escrow Agent to be opened at the Escrow Bank in accordance with the Escrow Letter;

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“ Escrow Agent ” means the Buyer’s Solicitors;

“ Escrow Amount ” means the sum of £8,175,000;

“ Escrow Bank ” means NatWest Bank, 15 Bishopsgate, London, EC2P 2AP;

“ Escrow Letter ” means the letter, in the Agreed Form, from the Buyer and the Seller instructing and authorising the Escrow Agent to establish and operate the Escrow Account;

“ ESMCP ” means the emergency services mobile communication programme;

“ ESMCP Process ” means the procurement process undertaken pursuant to the contract notice published by the Secretary of State for the Home Department on 14 April 2014 for the replacement of ESMCP with a new emergency services network;

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

“ Existing Security ” means the debentures entered into by the Company and the Seller in favour of the Security Trustee and dated 18 April 2007 and 27 March 2014 respectively;

“ FCO ” means the German Federal Cartel Office (Bundeskartellamt);

“ Finance Documents ” has the meaning given to it in the Credit Agreement;

“ FSMA ” means the Financial Services and Markets Act 2000;

“ Full Title Guarantee ” means with the benefit of the implied covenants set out in Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 when a disposition is expressed to be made with full title guarantee;

“ Funds Flow ” means the spreadsheet entitled ‘funds flow’ in the Agreed Form;

“ German Subsidiary ” has the meaning given in clause 3.4(A);

“ Governance Letter ” means the governance agreement dated 27 March 2014 entered into between the Seller, the Company, Airwave Solutions and HSBC Bank plc as facility agent and LuxCo;

“ Governmental Entity ” means any national, local government, industry or trade body exercising any regulatory, taxing, importing or other governmental power or authority, including securities exchanges and competition authorities in any part of the world;

“ Guaranteed Obligations ” means all present and future obligations, commitments, undertakings, warranties, indemnities and liabilities of the Buyer under or pursuant to this Agreement, including all money and liabilities of any nature from time to time due, owing or incurred by the Buyer under this Agreement;

“ Guarantees ” means:

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“ GWB ” means the German Act Against Restraints of Competition;

“ Half-Year Accounts ” means the balance sheet, profit and loss account and cash flow statement (as reviewed by the accountants) of the Target Group prepared on a consolidated basis for the Target Group for the period from 1 July to 31 December for the years of 2014 and 2015;

“ HMRC ” means Her Majesty’s Revenue & Customs and, in respect of any time before the establishment of Her Majesty’s Revenue & Customs, references to HMRC shall be construed, as the context shall require, to include references to the Inland Revenue and/or Her Majesty’s Customs and Excise;

“ IFRS ” means international financial reporting standards, as adopted by the European Union;

“ Income Tax Act ” means the Income Tax Act 2007;

“ Indebtedness ” of any Person means, without duplication, (i) all indebtedness of such Person for borrowed money (other than, in the case of a Target Company, monies owed to another Target Company) and debit balances at banks or other financial institutions, (ii) all obligations of such Person evidenced by notes, bonds, loan stock, debentures or similar instruments or which bear interest, (iii) all reimbursement obligations with respect to drawn letters of credit, bankers’ acceptances, surety bonds and performance bonds, whether or not matured, (iv) all guarantee or indemnity obligations of such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of property, assets or services (but excluding trade credit arising in the ordinary course of business) or deferred compensation with respect to current or former employees or consultants, (vi) any interest rate or currency swap or similar hedging agreement, (vii) any capital or finance lease obligation (as defined by IFRS) of such Person, but excludes trade credit, (viii) any receivables sold or discounted, and (ix) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under IFRS;

“ Intellectual Property Rights ” means patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“ Interim Period ” means the period commencing on the exchange of this Agreement and ending on the earliest to occur of Completion or the lapse or termination of this Agreement;

“ Intra-Group Loan Releases ” means (i) the deed of release to be entered into on or before the date of this Agreement between the Company, the Seller and LuxCo in respect of the £150 million Eurobond loan notes issued by the Company in favour of LuxCo and, (ii) the deed of

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release to be entered into on or before the date of this Agreement between the Company and the Seller in respect of the group relief balance (estimated to be approximately £9,731,000) owing from the Seller to the Company and a £254 million loan owed by the Company to the Seller;

“ IT Systems ” has the meaning given in paragraph 13 of Schedule 1;

“ Law ” means any law, statute, ordinance, rule, regulation, judgement, decree, ruling, injunction or Order of any Governmental Entity;

“ Leasehold Properties ” shall have the meaning given in paragraph 11 of Schedule 1;

“ Lenders ” means any lender under the Credit Agreement as at the date of this Agreement and any person which becomes a lender under the Credit Agreement after the date of this Agreement but, in each case, only for so long as it has any outstanding commitment or participation in any loan advanced under the Credit Agreement or any amount is owed to it in its capacity as lender under the Credit Agreement;

“ Liability Release Amount ” means an amount equal to:

“ Lock Up Agreement ” means the lock up agreement to be entered into among the Seller, the Company, HSBC Bank plc and certain entities as the Original Consenting Creditors (as defined therein) on or before the date of this Agreement;

“ Loss ” means any loss, proceeding, order, damage, fine, penalty, interest, expense (including reasonable attorneys’ or other professional fees and expenses and court costs), injury, diminution of value, liability, Tax, Encumbrance or other cost, expense or adverse effect whatsoever, whether or not involving the claim of another Person;

“ LTIP ” means the Long Term Incentive Plan 5 approved by Airwave Solutions in September 2013 and under which participants were notified of their awards in November 2013 and August 2014;

“ LuxCo ” means Guardian Digital Communications Luxembourg S.à r.l., a company incorporated in Luxembourg whose registered office is at 46, Place Guillaume 11, L-1648, Luxembourg, which is a holding company of the Target Group;

“ Management Accounts ” means the unaudited accounts of the Target Group for the months ending 31 July 2015, 31 August 2015 and 30 September 2015 respectively;

“ Management Fee Deed ” means the management fee deed entered into by the Seller, the Company, Airwave Solutions, LuxCo and HSBC Bank plc, dated 27 March 2014;

“ Material Adverse Change ” means any matter(s), event(s) or circumstance(s) which results, or is reasonably likely to result, in the Target Group: (i) incurring expenditure (whether capital expenditure or operating expenditure) which is either (a) equal to or more than, in

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aggregate, £15,000,000 in any one year; or (b) in aggregate, equal to or more than £50,000,000 in a five year period, in either case which is outside the ordinary course of business and has not been Disclosed to the Buyer as of the date of this Agreement; or (ii) suffering a reduction in annual turnover of £42,700,000 or more excluding, in any such case, any matter(s), event(s) or circumstance(s) resulting from:

“ Material Customer Contracts ” means the contracts listed in Schedule 8;

“ Material Employee ” means any Employee whose base annual salary is in excess of £100,000 (or local currency equivalent);

“ Material Supplier Contracts ” means the contracts listed in Schedule 9;

“ MEIF II ” means Macquarie European Infrastructure Fund II;

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“ Merger Control Clearance ” means the merger clearance provided by the FCO as described in clause 3;

“ Merger Regulation ” means Council Regulation of 20 January 2004 on the control of concentrations between undertakings (139/2004/EC);

“ MIP Payment ” means the amount to discharge all severance, termination, retention, “golden parachute,” transaction bonuses, LTIP payments, all employee national insurance contributions or other similar payments or obligations which are payable to any employee or consultant of the Target Group as a result of the consummation of the Transaction (together with all associated Taxes payable by the Target Group in respect of the same);

“ Net Cash ” means an amount equal to the Cash plus the VAT Amount less the Agreed Deductions (for the avoidance of doubt “ Net Cash ” may be a positive or a negative number);

“ Nominated Bank Account ” means the bank account of the Seller’s Solicitors, details of which are set out in the Advisers Pay-off Letter from the Seller’s Solicitors;

“ Notified Claim ” means a Claim that is notified by the Buyer to the Seller in accordance with this Agreement on or before the Release Date;

“ Order ” means any injunction, judgement, ruling, assessment, order or decree of any Governmental Entity having competent jurisdiction;

“ Outstanding Claim ” means a Notified Claim that has not been Resolved on or before the Release Date;

“ Paid Transaction Fees ” means £5,493,356.72, being the aggregate amount paid by the Target Group to Lazard, Deloitte, PwC, Arup, E&Y, Rothschild, Clifford Chance, Linklaters, Ogier, South Square, Bird and Bird, Merrill, Bond Dickinson, Wragge Lawrence Graham & Co and the Seller’s Solicitors in respect of the Transaction from the Effective Date to 16 November 2015 (being the latest payment date);

“ Parties ” means the parties to this Agreement and “ Party ” means either of them;

“ Pension Scheme ” means the Airwave Solutions Limited Group Personal Pension Plan;

“ Permit ” means an authorisation, certificate, approval, permit, licence, registration or consent issued by a Governmental Entity (including, for the avoidance of doubt, any spectrum licences or authorisations);

“ Permitted Security ” means the rent deposit deeds granted by Airwave Solutions in favour of: (i) Tameside Metropolitan Borough Council dated 17 May 2005; and (ii) Scottish Widows Plc dated 30 April 2008;

“ Person ” means an individual, corporation, public limited company, limited liability company, partnership, association, trust or other entity or organisation, including any Governmental Entity;

“ Police Service Contracts ” means all the individual service contracts entered into between the various regional police forces and a member of the Target Group which were provided to the Buyer in the CDR;

“ Properties ” means the Leasehold Properties of the Target Group referred to in Schedule 7 and “ Property ” means any of them;

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“ PSN Framework ” means network service agreement between the Minister for the Cabinet Office and Airwave Solutions dated 27 July 2015 as provide in EDR document 11.60.1;

“ Regulatory Authority ” means a Governmental Entity from which a Third Party Consent is to be sought as contemplated by this Agreement;

“ Related Party ” means in relation to a Party, each of the following: (i) any Affiliate of that Party, and (ii) any associate of that Party for the purposes of section 435 of the Insolvency Act 1986 as in force at the date of this Agreement;

“ Release Date ” means the date which is twelve (12) months from the Completion Date;

“ Resolved ” has the meaning given in clause 8.9;

“ Scheme Circular ” means the document to be dispatched to the Lenders and others by the Company containing, amongst other things, the explanatory statement required to be furnished to the Lenders pursuant to section 897 of the Companies Act and other relevant terms and conditions, certain information about the Buyer and the Seller and the notices of the Court Meeting and, where the context admits, includes any form of proxy, election, notice, court document, meeting advertisement or other document reasonably required in connection with the Scheme of Arrangement;

“ Scheme Court Order ” means the order of the Court sanctioning the Scheme of Arrangement under section 899 of the Companies Act;

“ Scheme Document ” means the document implementing the Scheme of Arrangement;

“ Scheme Hearing ” means the hearing by the Court of the petition to sanction the Scheme of Arrangement (and to grant the Scheme Court Order);

“ Scheme of Arrangement ” means the scheme of arrangement pursuant to Part 26 of the Companies Act 2006 between the Seller and the Lenders, as described in the Scheme Circular, and sanctioned by the Court;

“ Security Trustee ” means HSBC Bank plc in its capacity as security trustee;

“ Seller’s Group ” means MEIF II Luxembourg Holdings S.à r.l. (which is a holding company of the Seller) and its subsidiaries from time to time other than the Target Companies and the expression “ member of the Seller’s Group ” shall be construed accordingly;

“ Seller’s Solicitors ” means Jones Day of 21 Tudor Street, London, EC4Y 0DJ;

“ Shares ” means the shares, comprising the entire issued share capital of the Company, of which details are set out in

Schedule 4;

“ Site Properties ” means the sites on which the Target Group’s radio transmitters systems are located, brief details of which are set in EDR document 8.3.7 (which is up to date as at 30 October 2015);

“ Subsidiaries ” means the companies brief particulars of which are set out in Schedule 5 and “ Subsidiary ” means any of them;

“ Target Companies ” or “ Target Group ” means the Company and the Subsidiaries, “ Target Company ” means any of them and the expression “ relevant Target Company ” shall be construed accordingly;

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“ Tax Authority ” shall mean any taxing or other authority (whether within or outside the UK) competent to impose, assess or collect any Tax liability;

“ Tax Claim ” shall have the meaning given in Schedule 3;

“ Tax Covenant ” means the tax covenant set out in Schedule 2;

“ Tax Warranties ” means the Warranties set out in Part B of Schedule 1;

“ Tax Warranty Claim ” shall have the meaning given in Schedule 3;

“ Taxation ” or “ Tax ” shall have the meaning given in the Tax Covenant;

“ Termination Deed ” means the termination deed entered into between (i) LuxCo, (ii) the Seller, (iii) the Company, (iv) Airwave Solutions, and (v) MEIF II on or prior to the date of this Agreement in order to terminate the respective obligations of the relevant parties pursuant to the Management Fee Deed;

“ Third Party Consent ” means the consent of a Contracting Party in satisfaction of the third party consent described in clause 2.1(B);

“ Transaction ” means the transaction contemplated by this Agreement or any part of that transaction;

“ Transaction Documents ” means this Agreement and the other documents listed in Schedule 6;

“ Transaction Fees ” means the Paid Transaction Fees and the Unpaid Transaction Fees;

“ Transfer ” has the meaning given in clause 3.4(A);

“ TUPE Regulations ” means the Transfer of Undertakings (Protection of Employment) Regulations 1981 (SI 1981/1794) and the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/ 246);

“ Umbrella Agreement ” means the agreement dated 18 April 2007 as amended and novated pursuant to a novation agreement dated 8 March 2012 and entered into between (i) the Seller, (ii) the Company, (iii) The National Police Improvement Agency, (iv) The Secretary of State for Health, (v) The Scottish Ambulance Service Board, (vi) The Secretary of State for Communities and Local Government, (vii) Frequency Infrastructure International Limited (formerly known as Macquarie MCG International Limited), (viii) Frequency Infrastructure Pty Limited (formerly known as Macquarie Communications Infrastructure Limited) and (ix) MEIF II;

“ Unpaid Transaction Fees ” means an aggregate maximum cap of £7,948,184.15 (which includes a contingency amount of £528,000.00) being:

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“ VAT ” means any value added tax or equivalent tax in any other jurisdiction;

“ VAT Amount ” means the amount of £900,000;

“ Warranties ” means the warranties set out in Schedule 1;

“ Warranty Claim ” shall have the meaning given in Schedule 3;

“ WI Policy ” means the insurance policy with respect to the warranties and indemnities of the Seller in this Agreement to be obtained by the Buyer in connection with certain risks assumed by the Buyer in buying the Shares; and

“ Withholding Tax ” means the tax which is required to be withheld from the Debt Payments.

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Delivery of an office copy of the court order sanctioning the Scheme of Arrangement to the registry for companies for England and Wales.

Receipt by the Buyer of consent (subject only to Completion) from each of the Contracting Parties under the Material Customer Contracts to a change of control of Airwave Solutions in terms reasonably acceptable to the Buyer.

The unconditional and irrevocable release (subject only to Completion) of all guarantees, indemnities and similar obligations provided by a member of the Seller’s Group or MEIF II in respect of the obligations of Airwave Solutions pursuant to the Umbrella Agreement and the Guarantees.

The Deed of Release being executed and delivered and not having been terminated.

Since the Effective Date, no Material Adverse Change having occurred.

The Seller:

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The Buyer having agreed terms (conditional upon Completion) for a settlement with respect to, or another resolution having been achieved in respect of, in either case on terms satisfactory to the Buyer (in its sole discretion), the disputes between Airwave Solutions and the relevant department of Her Majesty’s Government in connection with services supplied under the Material Customer Contracts, including the matters set out in paragraph 15.3 of Part A of the Disclosure Letter.

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which shall constitute “ Merger Control Clearance ” for the purpose of this Agreement.

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in respect of any misrepresentation, inaccuracy or omission (other than one made fraudulently) in or from any information or advice provided by any Target Company or any of their directors, officers or employees for the purpose of assisting the Seller to make any representation, give any Warranty, enter into this Agreement and/or prepare the Disclosure Letter.

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Notwithstanding any breach of this Agreement or the provisions of any applicable laws or regulations, but save in the event of fraud, the Buyer and the Seller agree that, following the date of this Agreement, neither will have a right (including any right under common law) to terminate or rescind this Agreement other than as provided for in clause 10 and will not be entitled to treat the other as having repudiated this Agreement.

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and which, in any such case, could reasonably be expected to have a material adverse effect on the ability of the Buyer or the relevant member of the Buyer’s Group to execute and deliver, or perform, its obligations under this Agreement or any of the other Transaction Documents;

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and which, in any such case, could reasonably be expected to have a material adverse effect on the ability of it or the relevant member of the Buyer’s Group to execute and deliver, or perform, its obligations under this Agreement or any of the other Transaction Documents;

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Without prejudice and in addition to the other provisions of this Agreement (whether express or implied by law), the Seller shall from time to time and at its own expense, promptly do (or procure to be done) all such other things and/or execute and deliver (or procure to be executed and delivered) all such other documents as the Buyer may require and in a manner or form satisfactory to the Buyer to give full effect to, and to secure to the Buyer the full benefit of the rights and remedies conferred on it by the Transaction Documents

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or such other addresses or email addresses as the Buyer shall notify the Seller from time to time in writing for this purpose) shall be good and sufficient notice.

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EXECUTION

The Parties have executed this Agreement on the date first mentioned above as evidence of their agreement to its terms.

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SCHEDULE 1

THE WARRANTIES

Part A

General Warranties

and which, in any such case, could reasonably be expected to have a material adverse effect on the ability of the Seller or the relevant member of the Seller’s Group to execute and deliver, or perform, its obligations under this Agreement or any of the other Transaction Documents

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No commitment to create any such Encumbrance has been given, nor has any person claimed any such rights.

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“ Ad Hoc Committee Letter ” means the letter dated 12 May 2015 from the original members of the ad hoc committee to the Seller (as amended and restated from time to time).

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No such default has been threatened in writing (or, as far as the Seller is aware, threatened orally) and there are no facts or , so far as the Seller is aware, there are no circumstances likely to give rise to any such default.

“ Material Counterparty ” means the counterparties to the Police Service Contracts, the Material Customer Contracts, the Material Supplier Contracts, any customer contracts that has a contract value in excess of £5,000,000, and any supplier contracts of any Target Company that has a per annum value of £1,000,000 or more.

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“ Lease ” means the lease under which a Property is held.

“ Previously-owned Land and Buildings ” means any land and buildings that have, at any time before the date of this Agreement, been owned (under whatever tenure) and/or occupied and/or used by the Company or any of the Subsidiaries, but which are either no longer owned, occupied or used (or, in the case of a lease or licence, still in effect) by the Company or any of the Subsidiaries, or are owned, occupied or used (or, in the case of a lease or licence, still in effect) by one of them but pursuant to a different lease, licence, transfer or conveyance but which shall not include the Site Properties.

“ Planning Acts ” means the Town and Country Planning Act 1990, the Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the Planning (Consequential Provisions) Act 1990 the Planning and Compensation Act 1991, the Planning and Compulsory Purchase Act 2004, the Planning Act 2008, the Localism Bill 2011, the Growth and Infrastructure Act 2013 and any other legislation from time to time regulating the use or development of land (including any equivalent legislation in any other applicable jurisdiction).

“ Statutory Agreement ” means an agreement or undertaking entered into under section 18 of the Public Health Act 1936, section 52 of the Town and Country Planning Act 1971, section 33 of the Local Government (Miscellaneous Provisions) Act 1982, section 106 of the Town and Country Planning Act 1990, section 104 of the Water Industry Act 1991 and any other legislation (later or earlier) similar to these statutes (including any equivalent legislation in any other applicable jurisdiction).

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(together, the “ IP Licences ”).

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“ IT Contracts ” means all agreements including any licences under which any third party (including, without limitation, any member of the Seller’s Group and any source code deposit agent) provides any element of, or services relating to, the IT System, including leasing, hire purchase, licensing, maintenance, website hosting, outsourcing, security, back-up, disaster recovery and services agreements.

“ IT System ” means all computer hardware (including network and telecommunications equipment), databases and software (including associated user manuals, object code and source code) owned, used, leased or licensed by the Company or any of the Target Companies (but excluding all commercially available off-the-shelf software).

“ Virus ” means any program or malicious software which contains malicious code or infiltrates or damages a computer system without the owner’s informed consent or is designed to do so or which is hostile or intrusive to the owner or user and has no legitimate purpose.

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Environmental Laws : all applicable laws, statutes, regulations, subordinate legislation, bye-laws, common law and other national, international, federal, European Union, state and local laws, judgments, decisions and injunctions of any court or tribunal, and codes of practice and guidance notes to the extent that they relate to or apply to the Environment or to the health and safety of any person.

EHS Matters : all matters relating to:

Environmental Consents : any permits, licences, consents, certificates, registrations, notifications or other authorisations required under any Environmental Laws for the operation of the Business or in relation to any of the Properties.

Harm : harm to the Environment, and in the case of man, this includes offence caused to any of his senses or harm to his property.

Hazardous Substances : any material, substance or organism which, alone or in combination with others, is capable of causing Harm, including radioactive substances and materials containing asbestos.

Waste : any waste, including any by-product of an industrial process and anything that is discarded, disposed of, spoiled, abandoned, unwanted or surplus, irrespective of whether it is capable of being recovered or recycled or has any value.

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relating to the Target Group or any of the Properties have been Disclosed and all such statements, reports, records, correspondence and other information are complete and accurate and are not misleading.

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“ Associated Person ” means in relation to a company, a person (including an employee, agent or subsidiary) who performs or has performed services for or on behalf of that company.

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are contained in the Disclosure Letter or the disclosure bundle;

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such that Airwave Solutions is no longer an ‘employer’ or ‘former employer’ for the purposes of pensions legislation and therefore has no further liability (actual or contingent) to or in respect of the O2 Scheme.

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Part B

Tax Warranties

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SCHEDULE 2

TAX COVENANT

“ Accounts Relief ” means a Relief:

“ Buyer’s Relief ” means:

(a) any Accounts Relief;

(b) any Post 30 June 2015 Relief; and

(c) any Relief arising to any member of the Buyer’s Tax Group (other than a Target Company) at any time;

“ Buyer’s Tax Group ” means the Buyer and any company in the same Tax Group from time to time;

“ Claim for Tax ” means any assessment, self-assessment, notice, letter, determination, demand or other document issued or action taken by or on behalf of any Tax Authority (whether issued or taken before or after the date of this Agreement and whether satisfied or not at the date of this Agreement) or other occurrence from which it appears that a Target Company or the Buyer is or may be subject to a Tax Liability;

“ Event ” includes (without limitation) any event, transaction (including, without limitation, the execution of and Completion of this Agreement), payment, action, circumstance, dealing, state of affairs, expiry of any time period, default, omission or occurrence of any nature whatsoever and whether or not the Target Company or the Buyer is a party to it, and also the death or the winding up or dissolution of any person, any change in residence of a person for the purposes of any Tax, any failure to take action which would have prevented or avoided an apportionment or deemed distribution of income (regardless of whether any action taken after Completion could have prevented or avoided the apportionment or deemed distribution), a Target Company becoming, being or ceasing to be a member of a group of companies (however defined) or becoming or ceasing to be associated or connected with any person for the purposes of any Tax, and in any one or more such case whether alone or in any combination;

“ Fee and Guarantee Deed ” means the fee and guarantee deed to be entered into at the same time as the Termination Deed between (1) the Guarantor and (2) LuxCo in order to document the parties’ ongoing obligations in respect of the termination of the Management Fee Deed;

“ Group Relief ” means:

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“ Group Relief Amounts ” means, in relation to the accounting period ended 30 June 2015, the maximum amount of Group Relief capable of being surrendered by the Company and claimed by any of its Subsidiaries for those periods as agreed between the Buyer and the Seller and, in relation to the accounting period commencing 1 July 2015, the maximum amount of Group Relief capable of being surrendered by the Company and claimed by any of its Subsidiaries for those periods as determined by the Buyer;

“ Group Relief Surrender ” means the surrender by the Company to any of its Subsidiaries of the Group Relief Amounts;

“ Income, Profits or Gains ” means income, profits, gains and any other consideration, value, receipt or measure by reference to which Tax is chargeable or assessed;

“ Interest Payments ” means interest that has been accrued by the Company to the Seller in the accounting period ending 30 June 2015 and the accounting period commencing prior to the Intragroup Release Date under the terms of the £254 million loan between the Company and the Seller;

“ Intragroup Release Date ” means the date of the release of the £254 million loan between the Company and the Seller;

“ Post 30 June 2015 Relief ” means a Relief which arises to a Target Company as a result of or in connection with:

after 30 June 2015;

“ Relief ” includes any relief, loss, allowance, credit, deduction, exemption or set-off in respect of any Tax or relevant to the computation of any Income, Profits or Gains for the purposes of any Tax, or any right to a repayment of or saving of Tax (including any repayment supplement or interest in respect of Tax), and:

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“ Seller Group Relief Surrender ” means in relation to the accounting period ending 30 June 2015 and the accounting period commencing prior to the Intragroup Release Date the surrender of such amount of Group Relief by the Company to the Seller as is permitted by law and provided that it is an amount of Group Relief not greater than that required to reduce the Seller’s liability to corporation tax on Interest Payments to £nil;

“ Tax ” or “ Taxation ” means, whether or not directly or primarily chargeable against or attributable to the Target Company and regardless of whether the Target Company has, or may have, any right of reimbursement against any other person):

“ Tax Group ” means those companies treated for the purposes of determining the amount of or liability for or relief from any Tax as being members of the same group of companies;

“ Tax Liability ” means:

“ Taxes Act ” means the Income and Corporation Taxes Act 1988;

“ TCGA 1992 ” means the Taxation of Chargeable Gains Act 1992;

“ value added tax ” means any value added tax or equivalent tax in any other jurisdiction; and

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“ VATA 1994 ” means the Value Added Tax Act 1994.

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Under a covenant on the terms set out in this paragraph 2 and subject to paragraph 3 of this Schedule and to the provisions of this Agreement (where this Agreement expressly provides as applying to this Schedule), the Seller shall pay to the Buyer an amount equal to:

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Payment by the Seller in respect of any liability under this Schedule must be made in cleared and immediately available funds on the following days:

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Interest shall be paid at the Default Interest rate on any amount due under this Schedule which has not been paid in accordance with paragraph 6 such interest to accrue from day to day (after as well as before any judgement for the same) up to an including such date as any such amount is actually paid.

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SCHEDULE 3

LIMITATIONS ON CLAIMS

In this Schedule (unless the context otherwise requires):