Implementation Deed

relating to the acquisition of the entire issued share capital of PA Consulting Group

Limited

Dated 27 November 2020

THE COMPANY

and

THE INVESTOR

and

THE MANAGERS

and

THE PURCHASER

and

THE PURCHASER’S GUARANTOR

1

Interpretation

2

Obligations of the Company in relation to the Scheme

3

Obligations of the Investor in relation to the Scheme

4

Obligations of the Managers in relation to the Scheme

5

Obligations of the Purchaser in relation to the Scheme

6

Sale and Purchase of Loan Notes

7

Consideration

8

Conditions

9

Closing Schedule

10

Pre-Closing

11

Leakage

12

Warranties

13

Limitation of Liability

14

Purchaser’s Warranties and Undertakings

15

Deliverables and the Effective Date

16

Termination

17

Guarantee of the Purchaser’s Obligations

18

Confidentiality

19    

Other Provisions

Schedule 1 Managers

Schedule 2 Deliverables and Actions

Schedule 3 Conduct of Business

PA CONSULTING GROUP LIMITED, a company incorporated in England and Wales whose registered office is at 10 Bressenden Place, London, United Kingdom, SW1E 5DN (the “Company”);

CEP IV GARDEN S.À R.L., a société à responsabilité limitée, incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under B 199 594, having its registered office at 2, avenue Charles de Gaulle, L-1653 Luxembourg (the “Investor”);

the persons set out in Schedule 1 (together, referred to as the “Managers” and, individually, as a “Manager”);

JACOBS CONSULTING SOLUTIONS LIMITED, a company incorporated in England & Wales whose registered office is at Cottons Centre, Cottons Lane, London, United Kingdom, SE1 2QG (the “Purchaser”); and

JACOBS ENGINEERING GROUP INC., a company incorporated in Delaware with registered number 2114321 and whose registered office is at 1999 Bryan Street, Suite 1200, Dallas, Texas, United States of America (the “Purchaser’s Guarantor”),

a “Party” and, together, the “Parties”.

The Parties have reached an agreement on the terms of the Acquisition (as defined below) and now intend to implement the Acquisition in accordance with the terms set out in the Transaction Documents.

The Acquisition is to be effected, in part, by means of a scheme of arrangement under Part 26 of the Companies Act 2006 on the terms and subject to the conditions set out in the Scheme Circular.

This Deed sets out the agreement between the Parties as to how the Acquisition and the Scheme will be implemented.

Interpretation

Definitions

the amount received from PA Defense, Inc. confidential client 1 in connection with the receivable owed by it to PA Defense, Inc.; and

the amount received from Sri Lanka Airlines in connection with the receivable owed by it to Nyras Limited;

the vendor legal due diligence report prepared by Linklaters LLP dated 9 October 2020;

the vendor tax due diligence report prepared by FTI Consulting dated 21 October 2020;

the vendor financial due diligence report prepared by FTI Consulting dated 27 October 2020;

the pensions advice paper report titled “PA Pension Scheme Background and Current Position” prepared by Aon Risk Settlement Group dated 1 October 2020; and

the commercial & strategic review report prepared by OC&C Strategy Consultants dated 23 September 2020;

a member of that person’s family (within the meaning of section 253 of the Companies Act 2006); and

a company which that person controls (within the meaning of section 435(10) of the Insolvency Act 1986), but excluding each member of the Group;

any Affiliate of the Investor, or any fund managed and/or advised by any adviser or manager of the Investor and/or any of its Affiliates or any investor in or director, employee or partner of any of them;

any general partner, limited partner, trustee, nominee, operator, arranger or, manager of, or investment adviser to, the Investor or of or to any Affiliate of the Investor, or of or to any fund managed and/or advised by any investment adviser or manager of the Investor and/or any of its Affiliates;

any scheme under which certain officers, employees or partners of the Investor, or of any of its investment advisers or managers, or of any Affiliates of such investment advisers or managers, are entitled (as individuals or through a body corporate or any other vehicle) to acquire shares in companies in which the Investor also invests, or any person holding shares or other interests under such a scheme or entitled to the benefits of shares or other interests under such a scheme; and

any person or entity for whom the Investor holds Shares as trustee or nominee or in any other capacity whatsoever,

any payments made (including bonuses, loan repayments, management fees, monitoring fees, or service interest actually paid in respect of any Loan Notes), or agreed to be paid by or on behalf of any Group Company to or on behalf of or for the benefit of the Investor, any member of the Investor’s Group, a Manager or any Connected Person of a Manager;

any assets transferred or agreed to be transferred by or on behalf of any Group Company to or on behalf of or for the benefit of the Investor, any member of the Investor’s Group, a Manager or any Connected Person of a Manager;

any liabilities assumed, indemnified or incurred or agreed to be assumed, indemnified or incurred (including under any guarantee, indemnity or other security) by or on behalf of any Group Company to or on behalf of or for the benefit of the Investor, any member of the Investor’s Group, a Manager or any Connected Person of a Manager;

the waiver of, or agreement to waive, by or on behalf of any Group Company, any amount owed to that Group Company by the Investor, any member of the Investor’s Group, a Manager or any Connected Person of a Manager;

any Transaction Costs;

any amount of the Project Air Set-up Amount in excess of the Disclosed Project Air Set-up Amount;

any Tax or amount in respect of Tax payable by any Group Company (or which would have been payable by any Group Company but for the use of a Tax relief) as a consequence of any of the matters referred to in paragraphs (a) to (g)above (except if and to the extent that such Tax has been or will be recovered from or reimbursed

by some other person (other than a Group Company or a member of the Purchaser’s Group)),

any amounts or liability incurred or paid or agreed to be paid or payable in connection with any matter undertaken by or on behalf of any Group Company at the specific written request or with the specific written agreement of the Purchaser and such written request agreement shall also specifically acknowledge that any such liability or payment is to be treated as Permitted Leakage;

any payment made or agreed to be made by or on behalf of any Group Company pursuant to this Deed or any Transaction Document;

any amounts accrued (but not paid) pursuant to the terms of the Loan Note Instrument or, in respect of the Preference Shares, the Articles;

any fees and/or expenses incurred or paid or agreed to be paid or payable to the Investor or any member of the Investor’s Group (up to a maximum amount of £187,500 (excluding any VAT thereon)), together with any other reasonable third party out of pocket expenses incurred by the Investor or any member of the Investor’s Group (up to a maximum amount of £100,000 (excluding any VAT thereon)) (in each case, whether in respect of any director appointed to any Group Company by the Investor pursuant to the terms of the Investment Agreement or otherwise);

any directors’ fees (including expenses) and/or consultancy fees incurred or paid or agreed to be paid or payable to the Managers or to any employee, director, consultant or officer of any Group Company pursuant to their current employment, director and/or consulting agreements with any Group Company;

the salaries and other remuneration (including expenses) and bonuses, emoluments and other entitlements incurred or paid or agreed to be paid or payable to the Managers or to any employee, director, consultant or officer of any Group Company in accordance with past practice and their current employment agreements, director and/or consulting agreements with any Group Company;

any transfer, or agreement to transfer, any asset or contract included within the definition of Project Air Set-up and any Disclosed Project Air Set-up Amount incurred or paid or agreed to be paid or payable;

any payment in respect of which an accrued expense or provision has been specifically recorded in the Locked Box Accounts;

any Disclosed Transaction Costs incurred or paid or agreed to be paid or payable; and

any Tax or amount in respect of VAT payable (or which would have been payable but for the use of a Tax relief) by any Group Company as a consequence of any of the matters referred to in paragraphs (a) to (i) above (including any amounts withheld in respect of PAYE or other similar systems), provided that where a maximum amount is specified in paragraphs (a) to (i) above, the amount specified in such paragraph (a) to (i) shall not include any associated amount falling within this paragraph (j);

the payment of an amount of cash by the Group to Project Air Holdings;

the novation to Project Air Holdings, or termination, of the heads of terms entered into between the Group and Hydroxyl Technologies Limited dated 20 August 2020;

the novation to Project Air Holdings, or termination, of the agreement entered into between the Group and Althea dated 19 May 2020;

the transfer to Project Air Holdings of any Intellectual Property Rights created by the Group in connection with the business of Airora and/or Hydroxyl Technologies Limited; and

the novation to Project Air Holdings, or termination, of any other agreement entered into by the Group between the date of this Deed and the Effective Time in connection with the business of Airora and/or Hydroxyl Technologies Limited,

the amount of cash paid by the Group to Project Air Holdings in connection with the Project Air Set-up;

the amount of any professional fees, expenses or other costs paid or agreed to be paid or incurred or owing by a member of the Group in connection with the Project Air Set-up; and

any Tax (including the amount of any employers’ national insurance and social security contributions) for which the Group is liable in connection with the Project Air Set-up, save to the extent that the amount of such Tax liability is otherwise recovered or recoverable from a Manager or any other employee (or ex-employee) of the Group;

any professional fees, expenses or other costs paid or agreed to be paid or incurred or owing in connection with the Acquisition or the transactions contemplated by the Transaction Documents by any Group Company, in each case other than where paid on or before the Locked Box Date and including any Irrecoverable VAT; and

any transaction or retention bonus in connection with the Acquisition paid or agreed to be paid by any Group Company, together with employer’s national insurance contributions thereon;

Singular, plural, gender

to one gender include all genders and references to the singular include the plural and vice versa.

References to persons and companies

a person include any individual, company, partnership or unincorporated association (whether or not having separate legal personality); and

a company include any company, corporation or body corporate, wherever incorporated.

References to subsidiaries and holding companies

Schedules etc.

Headings

Reference to documents

Information

Legal terms

Non-limiting effect of words

Statutory references

that statute or provision as from time to time modified or re-enacted whether before or (except as specifically provided otherwise) after the date of this Deed;

any past statute or statutory provision (as from time to time modified or re-enacted) which such statute or statutory provision has directly or indirectly replaced; and

any subordinate legislation made from time to time under that statute or statutory provision,

Several liability

Obligations to procure

Meaning of “to the extent that” and similar expressions

Obligations of the Company in relation to the Scheme

The Company undertakes to the Purchaser to use all reasonable endeavours:

to issue as soon as reasonably practicable following the date hereof an application with the Court under Part 26 of the Companies Act 2006 to seek permission to convene the Court Meetings;

subject to the Court making an order at the Convening Hearing giving permission to convene the Court Meetings, and as soon as reasonably practicable thereafter (and in any event no later than 10 Business Days after the date on which the Court Order is made), to procure the publication and sending of the Scheme Circular to the Shareholders on the register of members of the Company on the record date agreed with the Court in accordance with the relevant order of the Court and as soon as reasonably practicable thereafter (taking into account the requirements of any applicable law or regulation);

save for if the Scheme Documentation is in the Agreed Terms, to (a) provide the Purchaser (or its nominated advisers) a reasonable opportunity to provide comments on any draft of the Scheme Documentation and take into account all such reasonable comments; and (b) ensure that the Scheme Documentation shall:

conform, in all material respects, with the relevant requirements of the Companies Act 2006; and

where applicable, reflect, in all material respects, the terms of the Acquisition as set out in this Deed or as subsequently agreed between the Company, the Investor, the Managers and the Purchaser;

to procure that none of its Directors will withdraw, qualify or adversely modify the unanimous and unqualified recommendation of the Directors that the Shareholders vote in favour of the Scheme incorporated in the Scheme Documentation, or withdraw or revoke the Resolutions, in each case other than as required by applicable law or in order to comply with the Directors’ fiduciary duties;

to propose the Resolutions without any amendment thereto at the Court Meeting(s) (or any adjournment thereof);

to collect proxy instructions in relation to the Resolutions and, on a reasonably regular basis, to notify the Purchaser of the number and results of proxy instructions received in relation to the Resolutions;

following the passing of the Resolutions, to file with the Court as soon as reasonably practicable thereafter the witness statement in connection with the application for the sanction of the Scheme and the report(s) of the Court Meetings such that (subject to the terms of this Deed, the availability of the Court and satisfaction of the Conditions) the Court Hearing will take place as soon as reasonably practicable after the Court Meetings;

to provide the Purchaser with copies of any order of the Court in relation to the Scheme as soon as reasonably practicable after such order is made; and

to deliver the Court Order as soon as reasonably practicable following the Court Hearing (and in any event within five Business Day of the Court Hearing) to the Registrar of Companies in accordance with the Companies Act 2006.

In the period from the date of this Deed until the Effective Time (or the date this Deed is terminated pursuant to Clause 16, if earlier), each of the Company, the Investor and the Managers shall not (and the Company shall procure that members of the Group shall not) directly or indirectly enter into any agreement or arrangement or enter into or continue any discussions with any party in connection with a Competing Proposal.

Obligations of the Investor in relation to the Scheme

The Investor hereby consents to the Scheme on the terms and conditions set out in the Scheme Circular.

The Investor irrevocably and unconditionally undertakes to appear by counsel at the Court Hearing to submit to and undertake to the Court to be bound by the Scheme on the terms and conditions set out in the Scheme Circular, including the transfer to the Purchaser of all of the A Ordinary Shares held by it in accordance with the terms set out in the Scheme.

Obligations of the Managers in relation to the Scheme

Each of the Managers irrevocably and unconditionally undertakes to the Purchaser in respect of all Shares registered in its name (or in the name of the Manager’s Connected Persons, if applicable) at the relevant time:

to exercise, or where applicable, procure the exercise of, all votes (whether on a show of hands or a poll and whether in person or by proxy) in relation to such Shares at the Court Meetings in favour of the Scheme, in respect of any Resolutions; and

after the despatch of the Scheme Circular to the Shareholders (and without prejudice to their right to attend and vote in person at the Court Meetings):

return or procure the return of the signed forms of proxy enclosed with the Scheme Circular, signed and instructing the chair of the relevant meeting to vote in favour of the Scheme and the Resolutions, in accordance with the instructions printed on the forms of proxy as soon as possible and in any event within 10 Business Days after the date of despatch of the Scheme Circular; and

not revoke or withdraw the instructions set out in the forms of proxy once they have been returned in accordance with Clause 4.1.2(i).

Obligations of the Purchaser in relation to the Scheme

The Purchaser undertakes to confirm in writing to the Company, as soon as reasonably practicable following the satisfaction of the FCA Condition, that the FCA Condition has been satisfied and in any event, within two Business Days of becoming aware of the same.

The Purchaser shall use all reasonable endeavours:

to provide the Company promptly with all information reasonably required by the Company in connection with the preparation of the Scheme Documentation;

to comment promptly on any drafts of the Scheme Documentation provided to it; and

to provide all such other assistance as the Company may reasonably require in connection with: (a) the preparation of the Scheme Documentation, including access to, and ensuring the provision of reasonable assistance by, relevant professional advisers; and (b) the implementation of the steps described in Clause 2.1.

The Purchaser hereby irrevocably and unconditionally undertakes to appear by counsel at the Court Hearing, to submit to and undertake to the Court to be bound by the Scheme on the terms and conditions set out or referred to in the Scheme Circular, including the payment or the issue or transfer by the Purchaser of the Share Consideration in accordance with the terms set out the Scheme.

Sale and Purchase of Loan Notes

On and subject to the terms of this Deed, the Investor shall sell the Loan Notes to the Purchaser and the Purchaser shall purchase the Loan Notes.

The Loan Notes shall be sold by the Investor with full title guarantee free from Encumbrances and together with all rights and advantages attaching to them as at the Effective Time.

Consideration

The aggregate consideration for the acquisition (i) of the Shares pursuant to the Scheme; and (ii) the Loan Notes on and subject to the terms of this Deed (together, the “Consideration”) shall be an amount equal to the sum of:

£1,795,200,000;

the Notional Interest Payment;

an amount equal to the Disclosed Transaction Costs;

the Additional Receipts;

the Disclosed Project Air Set-up Amount.

The consideration for the acquisition of the Loan Notes pursuant to this Deed (the “Loan Note Consideration”), shall be an amount equal to the sum of £247,686,910.78, plus an amount equal to interest accrued and outstanding on the Loan Notes in accordance with the Loan Note Instrument from (but excluding) the Locked Box Date to (and including) the Effective Date.

The consideration for the acquisition of the Preference Shares (the “Preference Share Consideration”) shall be an amount equal to £225,906,838.45, plus an amount equal to the amount of dividends accrued but unpaid on the Preference Shares from (but excluding) the Locked Box Date up to (and including) the Effective Date.

The consideration for the acquisition of the Ordinary Shares shall be an amount equal to (the “Ordinary Share Consideration” and, together with the Preference Share Consideration, the “Share Consideration”):

the Consideration;

an amount equal to the Loan Note Consideration;

an amount equal to the Preference Share Consideration.

The Parties agree and acknowledge that a Shareholder (other than the Investor, the EBT Trustee or an Exiting Manager) (in its absolute discretion) may elect to increase the proportion of the Share Consideration to which it is entitled that will be satisfied by the issuance of Consideration Shares in accordance with and subject to the terms of the Scheme.

Conditions

The sale and purchase of the Shares pursuant to the Scheme and of the Loan Notes pursuant to this Deed is conditional upon satisfaction of the following conditions (the “Conditions”), or their satisfaction subject only to the Effective Date:

the conditions set out in paragraph 2 of part V of the Scheme Circular;

the Purchaser obtaining the FCA’s written approval of the Purchaser (and, to the extent required pursuant to Part XII of the Financial Services and Markets Act 2000, any controller thereof) to become controller(s) of Nyras Capital LLP in accordance with Section 189 of Financial Services and Markets Act 2000 (the “FCA Condition”); and

to the extent that any new or amended public interest, foreign investment or national security laws, rules or regulations (including the proposed National Security and Investment Bill) become effective in the UK between the date of this Deed and the Effective Date and such laws, rules or regulations would apply to the Acquisition, all approvals as are legally required pursuant to such laws, rules or regulations to permit the Scheme to become effective have been obtained (the “FI Condition”).

Responsibility for Satisfaction

The Parties agree that all requests and enquiries from any government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the Parties in consultation with each other and the Parties shall promptly co-operate with and provide all necessary information and assistance reasonably required by such government, agency, court or body upon being requested to do so by another Party.

The Purchaser shall take all steps necessary to secure the satisfaction of (i) the FCA Condition by the end of the Relevant Authority’s initial period of review (i.e. without the need for a second phase of investigation), and (ii) the FI Condition, prior to the Long Stop Date. Such steps shall include proposing, negotiating, offering to commit and agreeing, in each case where necessary to ensure that the Regulatory Conditions are satisfied prior to the Long Stop Date, with the Relevant Authority to effect (and if such offer is accepted, commit to effect), by agreement, order or otherwise, the sale, divestiture, licence, or disposition of any necessary assets or businesses of the Purchaser or any member of the Purchaser’s Group.

In respect of the FI Condition, the Purchaser undertakes to keep the Company and the Investor fully and promptly informed as to progress towards satisfaction of the FI Condition and of all contacts with the Relevant Authority, invite the Company and the Investor and their respective advisers to attend any meetings and calls with the Relevant Authority and promptly provide the Company and the Investor with draft copies of the notifications and initial submissions (pre-notifications) and all material relevant correspondence, documents or other communications received from or sent to the Relevant Authority, allowing the Company and the Investor a reasonable opportunity to provide comments on such notification, initial submissions (pre-notifications) and relevant correspondence before they are submitted (other than any part of such documentation and information that contains commercially sensitive information in relation to the Purchaser, in which case, only the Company and Investor’s advisers will have access to such information).

In respect of the FCA Condition, the Purchaser undertakes to:

submit signed section 178 notices to the FCA as soon as reasonably practicable after the date of this Deed, and in any event within ten Business Days after the date of this Deed;

provide and/or procure the provision, as soon as reasonably practicable, of such additional information or documentation to the FCA as the FCA may require in connection with the section 178 notices submitted by the Purchaser (and any controllers thereof) and generally, to co-operate in good faith with the FCA and the Company;

accept any conditions imposed by the FCA as part of their written approval;

notify, and provide details to, the Investor and the Company of any material communications (and provide copies of any written communications) received from the FCA by the Purchaser, or any other person submitting a section 178 notice in respect of the Company, in respect of or in connection with the satisfaction of the FCA Condition where such communications have not been independently or simultaneously supplied to the Investor and the Company;

promptly provide the Investor and the Company with draft copies of all submissions and material communications to be sent to the FCA in respect of or in connection with the satisfaction of the FCA Condition (including, for the avoidance of doubt, the section 178 notices) at such time as will allow the Investor and the Company a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent and provide the Investor and the Company (or such nominated advisers) with copies of all such submissions and communications in the form submitted or sent;

consider and, where reasonable, incorporate comments given by the Investor and the Company in accordance Clause 8.2.4(v);

promptly provide the Investor and the Company with copies of all such submissions and communications referred to in Clause 8.2.4(v) in the form submitted or sent; and

where reasonably requested by the Investor or the Company and to the extent not prohibited by the FCA, allow persons nominated by the Investor and/or the Company to attend all meetings with the FCA and, where appropriate, to make oral submissions at such meetings and, where a representative of the Investor and/or the Company has not attended any such meeting, the Purchaser shall, where reasonably requested by the Investor or the Company and to the extent not prohibited by the FCA, provide the Investor and the Company with reasonable details of such meeting as soon as reasonably practicable.

In relation to Clauses 8.1.1, 8.2.4(v) and 8.2.4(vii), the Purchaser may redact (and is responsible for redacting) from any draft or communication prior to provision to the Investor or the Company any information which the Purchaser regards (acting reasonably) as commercially sensitive to either itself or any member of the Purchaser’s Group.

Closing Schedule

Closing Schedule and Closing Allocation Table

Not less than five Business Days prior to the Effective Date, the Company and the Investor shall provide the Purchaser with:

a schedule substantially in the form of the Pro Forma Closing Statement (the “Closing Schedule”) setting out:

the amount of the Loan Note Consideration;

confirmation from the lenders under the Existing Facilities of the amount of the Bank Pay-Off Amount (together with currency, payee and account details);

the aggregate amount of the Share Consideration due to each of the Shareholders pursuant to the Scheme;

the Notional Interest Payment;

the amount of Disclosed Transaction Costs including details of which Disclosed Transaction Costs have not been and will not be paid prior to the Effective Time (plus the amount of VAT payable on the Disclosed Transaction Costs) (together with currency, payee and account details);

the amount of the Disclosed Project Air Set-up Amount; and

a schedule substantially in the form of the Signing Allocation Table updated to reflect the following (the “Closing Allocation Table”):

the number of Shares which are legally and/or beneficially held by or on behalf of each Shareholder;

if relevant, the number of Consideration Shares to be issued to each Shareholder; and

the amount and allocation of the Share Consideration due to each of the Shareholders pursuant to the Scheme.

If the Effective Date is deferred beyond the intended Effective Date in accordance with the terms of this Deed and a Closing Schedule and/or Closing Allocation Table has been delivered to the Purchaser prior to such deferral occurring, the Company and the Investor shall deliver a revised Closing Schedule and Closing Allocation Table to the Purchaser in accordance with Clause 9.1.1 and the Closing Schedule and Closing Allocation Table previously submitted shall cease to apply for all purposes.

Pre-Closing

Obligations in Relation to the Conduct of Business

Subject to Clause 10.2, the Company and each of the Managers undertakes to procure so far as it is lawfully able that, in the Pre-Closing Period, each Group Company shall not undertake any of the actions set out in Schedule 3 and shall carry on its business as a going concern and in the ordinary and usual course as carried

on prior to the date of this Deed, save in each case so far as specifically agreed in writing by the Purchaser (such consent not to be unreasonably withheld or delayed).

Subject to Clause 10.2, the Investor undertakes that, in the Pre-Closing Period, it will not consent to, or vote in favour of, any of the actions set out in Schedule 3 without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed).

Exceptions to Obligations in Relation to the Conduct of Business

any matter reasonably undertaken by any Group Company in an emergency or disaster situation arising on or following the date of this Deed (including in response to COVID-19) with the intention of minimising any adverse effect of such situation in relation to the Group;

any action to the extent required to be undertaken to comply with applicable legal or regulatory requirements or pursuant to any contract, arrangement, licence or consent entered into by or relating to any Group Company prior to the date of this Deed;

any matter expressly permitted by this Deed or the Transaction Documents or required to give effect to and to comply with this Deed or the Transaction Documents;

any matter reasonably required to effect the Project Air Set-up;

any matter undertaken at the specific written request or with the specific written consent of the Purchaser; and/or

in the case of the Managers, any matter that a Manager believes in good faith is necessary or desirable in order to discharge or comply with its duties and/or responsibilities as a director or employee of any Group Company.

Other Obligations Prior to Closing

Prior to the Effective Date and subject to Clause 10.3.2, the Company shall, and shall use reasonable endeavours to procure that the Group Companies and their respective directors, officers, employees, advisers and representatives shall, provide reasonable cooperation in connection with the arrangement of the debt financing required in connection with the Acquisition by the Purchaser, including allowing the Purchaser and its representatives, upon reasonable notice and at the Purchaser’s cost:

reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Group; and

reasonable access to the directors and employees of the Group (who shall be instructed to give all such information, assistance and explanations as the Purchaser or any person acting on the Purchaser’s behalf may reasonably request),

The obligations of the Company under Clause 10.3.1 shall not extend to allowing access to information which is:

reasonably regarded as confidential to the activities of the Investor otherwise than in relation to the Group Companies; or

commercially sensitive information of the Group Companies if such information cannot be shared with the Purchaser prior to the Effective Time in compliance with applicable law.

Leakage

The Investor and each of the Managers:

warrants to the Purchaser that there has not been from (but excluding) the Locked Box Date to (and including) the date of this Deed; and

undertakes to procure that there will not be from (but excluding) the date of this Deed to (and including) the Effective Date,

In the event of any breach of Clause 11.1, the Relevant Seller shall, with effect from the Effective Time, on demand by the Purchaser pay to the Purchaser (so far as permitted by law) by way of adjustment to the amount of the Consideration (such adjustment to be applied to the Share Consideration in priority to the Loan Notes Consideration) received by the Relevant Seller, an amount in cash equal to such Leakage (or, if applicable, their pro rata share of such Leakage). The Purchaser acknowledges that its only rights and remedies in respect of any breach of Clause 11.1, and in respect of the occurrence of any Leakage generally, are under and pursuant to this Clause 11.2.

Any Leakage falling under paragraph (f) or (h) but in the case of (h), only if and to the extent that such Leakage arises in respect of Leakage falling under paragraph (f) of the definition of Leakage shall be deemed to be paid for the benefit of all Shareholders pro rata based on the proportion that the Consideration receivable by each Shareholder bears to the aggregate amount of Consideration receivable by all Shareholders.

The Investor and the Managers shall not be liable for any claim under this Clause 11 unless: (i) a notice of the Leakage is given by the Purchaser to the Relevant Seller within six months following the Effective Date; and (ii) unless previously satisfied, settled or withdrawn, legal proceedings in respect of the claim have been commenced by being both issued and served within six months after such notice is given.

Such notice shall specify in reasonable detail the legal and factual basis of the claim and the evidence on which the Purchaser relies and sets out the Purchaser’s estimate of the amount of Leakage in respect of which the claim is made.

The aggregate liability of the Investor and each Manager in respect of any Leakage shall not exceed an amount equal to the Leakage received by, or given for the benefit of, or deemed to be received pursuant to Clause 11.3 by it or, in the case of the Investor, by or to any member of the Investor’s Group, or, in the case of a Manager, by or to any Connected Person of that Manager.

If there is any Leakage between the Locked Box Date and Effective Time, subject to the Relevant Seller agreeing that Leakage has occurred and agreeing the amount of the particular Leakage, the Consideration owed to such Relevant Seller pursuant to Clause 7 which is payable in cash shall be deemed to be reduced by such amount, such that the payment of the cash consideration so reduced shall be an absolute discharge of the Purchaser’s obligation to pay the relevant amount of cash consideration to the Relevant Seller pursuant to this Deed and the Scheme.

Warranties

Warranties

in the case of the Investor only, it is the sole legal and beneficial owner of the Loan Notes and, save in respect of any Encumbrances which are to be discharged on or prior to the Effective Time, there is no Encumbrance on any of the Loan Notes being sold by it;

in the case of the Investor only, it is the sole legal and beneficial owner of the Shares set out opposite its name in column E of the Signing Allocation Table;

in the case of each Manager only, it is the sole legal and beneficial owner of the Shares set out opposite its name in columns F, G and H of the Signing Allocation Table;

in the case of the Company and the Investor only:

it is validly existing and is duly incorporated under the law of its jurisdiction of incorporation; and

it has taken or will have taken by the Effective Time all corporate action required by it to authorise it to enter into and perform the Transaction Documents to which it is a party;

it has the legal right and full power and authority to execute, deliver and perform this Deed and the Transaction Documents to which it is a party;

the Transaction Documents to which it is a party will, when executed, constitute valid and binding obligations of it in accordance with their respective terms; and

the execution and delivery of, and the performance by it of its obligations under, this Deed and the Transaction Documents to which it is a party will not:

in the case of the Company and the Investor only, result in a breach of any provision of its articles of association, by-laws or equivalent constitutional document;

result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound, and which is material in the context of the Acquisition;

result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound, and which is material in the context of the Acquisition; or

require it to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Deed both on an unconditional basis and on a basis which cannot be revoked (provided that this paragraph (iv) shall not extend to those consents or approvals referred to in Clause 8).

Limitation of Liability

Time Limitation for Claims

in the case of any claim for breach of Clause 10, within six months of the Effective Date; and

in the case of any other claim other than, subject to Clause 11.4, any claim in respect of Leakage pursuant to Clause 11 or any claim pursuant to Clauses 6 or 18, within 18 months following the Effective Time.

Notification of Claims under this Deed

Maximum Liability

The aggregate liability of the Investor and each Manager in respect of all claims under this Deed (other than, subject to Clause 11.6, any claim in respect of Leakage pursuant to Clause 11) shall not exceed an amount equal to the Consideration received by such person.

The aggregate liability of the Company in respect of all claims under this Deed shall not exceed an amount equal to the aggregate Consideration.

Commencement of Proceedings

Contingent Liabilities

Losses

No Double Recovery and No Double Counting

Mitigation of Losses

Fraud

Purchaser’s Warranties and Undertakings

The Purchaser’s Warranties

the Purchaser is validly existing and is duly incorporated under the laws of England and Wales;

the Purchaser has the legal right and full power and authority to execute, deliver and perform this Deed and the Transaction Documents to which it is a party;

the Transaction Documents to which it is a party will, when executed, constitute valid and binding obligations on the Purchaser in accordance with their respective terms;

the Purchaser has taken or will have taken by the Effective Date all corporate action required by it to authorise it to enter into and perform the Transaction Documents to which it is a party; and

the execution and delivery of, and the performance by the Purchaser of its obligations under, this Deed and the Transaction Documents to which it is a party will not:

result in a breach of any provision of the articles of association, by-laws or equivalent constitutional document of the Purchaser;

result in a breach of, or constitute a default under, any instrument to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the Acquisition;

result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound, and which is material in the context of the Acquisition; or

other than as required pursuant to the Regulatory Conditions, require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Deed both on an unconditional basis and on a basis which cannot be revoked (provided that this paragraph (iv) shall not extend to those consents or approvals from governmental or regulatory authorities referred to in Clause 8).

The Purchaser’s Guarantor Warranties

the Purchaser’s Guarantor is validly existing and is duly incorporated under the laws of Delaware;

the Purchaser’s Guarantor has the legal right and full power and authority to execute, deliver and perform this Deed and the Transaction Documents to which it is a party;

the Transaction Documents to which it is a party will, when executed, constitute valid and binding obligations on the Purchaser’s Guarantor in accordance with their respective terms;

the Purchaser’s Guarantor has taken or will have taken by the Effective Date all corporate action required by it to authorise it to enter into and perform the Transaction Documents to which it is a party; and

the execution and delivery of, and the performance by the Purchaser’s Guarantor of its obligations under, this Deed and the Transaction Documents to which it is a party will not:

result in a breach of any provision of the articles of association, by-laws or equivalent constitutional document of the Purchaser’s Guarantor;

result in a breach of, or constitute a default under, any instrument to which the Purchaser’s Guarantor is a party or by which the Purchaser’s Guarantor is bound and which is material in the context of the Acquisition;

result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser’s Guarantor is a party or by

which the Purchaser’s Guarantor is bound, and which is material in the context of the Acquisition; or

other than as required pursuant to the Regulatory Conditions, require the Purchaser’s Guarantor to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date of this Deed both on an unconditional basis and on a basis which cannot be revoked (provided that this paragraph 14.1.5(iv) shall not extend to those consents or approvals from governmental or regulatory authorities referred to in Clause 8).

The Purchaser’s Financing Undertakings

The Purchaser’s obligations under this Deed are not subject to any conditions regarding its or any other person’s ability to obtain financing for the consummation of the Acquisition.

The Purchaser warrants that it has, and at the Effective Time will have, the necessary cash resources and/or definitive fundable loan agreements from its financing sources (together, the “Financing Agreements”) which together are sufficient to meet its obligations under this Deed and the Scheme.

The Purchaser undertakes to each of the other Parties that it will not, without the prior written consent of the Company and the Investor, terminate or amend or vary any term or condition of the Financing Agreements in any manner which would adversely affect the Purchaser’s ability to fulfil its payment obligations pursuant to this Deed and the Scheme.

The Investor and the Managers acknowledge that they have no direct relationship with any of the financing sources under the bridge commitment letter relating to the Acquisition between the Purchaser’s Guarantor, Bank of America, N.A. and BofA Securities, Inc. with respect to any of the transactions contemplated by this Deed and are not intended beneficiaries of any arrangements that the Purchaser may have with any such financing sources. In no event shall any Manager or the Investor have any recourse against or be entitled to seek or obtain any recovery, judgment, monetary damages or injunctive or other relief against any such financing sources under any legal or equitable theory whatsoever (whether in contract, tort or otherwise), including for any alleged damage or loss relating to this Deed or the performance of or failure to consummate any transactions contemplated by it.

Notification Obligation

The Purchaser’s Waiver of Rights against the Sellers

has no rights against (and waives any rights it may have against); and

will not make a claim against (and waives any claim it may have against),

No Acquisition of a Competing Business

Purchaser undertakes that it shall not (and shall procure that each member of the Purchaser’s Group shall not); and

Company undertakes that it shall not (and shall procure that each Group Company shall not),

Obligations towards Covered Persons

Section 338(g) the United States Internal Revenue Code of 1986

Deliverables and the Effective Date

On:

the date of this Deed, the Parties shall deliver the Signing Deliverables; and

on the Effective Date, the Parties shall deliver the Closing Deliverables.

On the Effective Date, the Purchaser shall:

pay the Loan Note Consideration to the Investor Bank Account by way of telegraphic transfer;

satisfy the Share Consideration in accordance with the terms set out in the Scheme;

procure that the relevant Group Company repay the Bank Pay-Off Amount as set out in the Closing Schedule, to the providers of finance under the Existing Facilities; and

procure, if and to the extent not paid prior to the Effective Date, the payment by the Company of the Disclosed Transaction Costs (together with any applicable VAT).

Termination

This Deed (other than the Surviving Clauses) shall terminate with immediate effect and all rights and obligations of the Parties under this Deed shall cease forthwith, as follows:

if agreed in writing between the Parties; or

upon notice by any Party to the other Parties, if any of the Conditions are not satisfied or waived on or before 5 pm (UK time) on the Long Stop Date.

Termination of this Deed shall be without prejudice to the rights of any of the Parties which have arisen at or prior to termination.

Guarantee of the Purchaser’s Obligations

The Purchaser’s Guarantor unconditionally and irrevocably guarantees to the Company, the Investor and the Managers the due and punctual performance and observance by the Purchaser of all its obligations, commitments, undertakings and warranties under or pursuant to this Deed (the “Purchaser’s Guaranteed Obligation”) and agrees that if the Purchaser’s Guaranteed Obligation is or becomes unenforceable, invalid or illegal it shall, as an independent and primary obligation, indemnify the Company, the Investor and the Managers immediately on demand against all Losses which the Company, the Investor and the Managers suffer through or arising from any act or omission that would be a breach by the Purchaser of the Purchaser’s Guaranteed Obligation if the relevant Purchaser’s Guaranteed Obligation were not unenforceable, invalid or illegal, to the extent of any limit on the liability of the Purchaser in this Deed.

If and whenever the Purchaser defaults for any reason whatsoever in the performance of the Purchaser’s Guaranteed Obligation, the Purchaser’s Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Purchaser’s Guaranteed Obligation in the manner prescribed by this Deed and so that the same benefits shall be conferred on the Company, the Investor and the Managers as they would have received if the Purchaser’s Guaranteed Obligation had been duly performed and satisfied by the Purchaser.

This guarantee is to be a continuing guarantee and accordingly is to remain in force until the Purchaser’s Guaranteed Obligation has been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Company, the Investor or the Managers may now or hereafter have or hold for the performance and observance of the Purchaser’s Guaranteed Obligation.

As a separate and independent stipulation the Purchaser’s Guarantor agrees that any of the Purchaser’s Guaranteed Obligations (including any moneys payable) which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation on or of the Purchaser or the dissolution, amalgamation or reconstruction of the Purchaser or any other fact or circumstances (other than any limitation imposed by this Deed) shall nevertheless be enforceable against and recoverable from the Purchaser’s Guarantor as though the same had been incurred by the Purchaser’s Guarantor and the Purchaser’s Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchaser’s Guarantor on demand.

The liability of the Purchaser’s Guarantor under this Clause 17 shall not be affected, impaired, reduced or released by:

any variation of the Purchaser’s Guaranteed Obligations;

any forbearance, neglect or delay in seeking performance of the Purchaser’s Guaranteed Obligation or any granting of time for such performance;

the illegality, invalidity, unenforceability of, or any defect in, any provision of this Deed or the Purchaser’s obligations under this Deed;

any insolvency or similar proceeding; or

any other fact or event which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release or a defence to a guarantor.

Confidentiality

Announcements

Confidentiality

The Confidentiality Agreement shall cease to have any force or effect from the Effective Date.

Subject to Clauses 18.1 and 18.2.3, from the date of this Deed to the date falling two years after the date of this Deed, each of the Parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Deed or any Transaction Document which relates to:

the existence and the provisions of this Deed and of any Transaction Document;

the negotiations relating to this Deed and any Transaction Document;

in the case of the Investor and the Managers, any information relating to the Group Companies following the Effective Date and any other information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser’s Group; or

in the case of the Purchaser and the Purchaser’s Guarantor, any information relating to the business, financial or other affairs (including future plans and targets) of the Investor or any member of the Investor’s Group including, prior to the Effective Date, the Group Companies.

Clause 18.2.2 shall not prohibit disclosure or use of any information if and to the extent:

the disclosure or use is required by law, any governmental or regulatory body or any stock exchange on which the shares of any Party or its holding company are listed;

the disclosure or use is required by any Manager in the ordinary course of such Manager’s employment by any Group Company;

the disclosure or use is required to vest the full benefit of this Deed in the Parties;

the disclosure or use is required for the purpose of any judicial or arbitral proceedings arising out of this Deed or any Transaction Document;

the disclosure is reasonably made to a Tax Authority;

the disclosure is made on a confidential basis to professional advisers or actual or potential debt or equity financiers of any Party or any member of the Investor’s Group or any member of the Purchaser’s Group provided that such persons need to know the information for the purposes of considering, evaluating, advising on or furthering the Acquisition or any matters arising in connection with the Acquisition;

the disclosure is made to the W&I Insurer or its professional advisers in connection with any claim under the W&I Insurance Policy;

the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Deed);

the other Parties have given prior written approval to the disclosure or use; or

the information is independently developed after the Effective Date,

Other Provisions

Further Assurances

Whole Agreement

The Transaction Documents contain the whole agreement between the Parties relating to the sale and purchase of the Shares and the Loan Notes to the exclusion of any terms implied by law which may be excluded by contract and supersede any previous written or oral agreement between the Parties in relation to the sale and purchase of the Shares and the Loan Notes.

Each Party acknowledges that, in entering into the Transaction Documents, it is not relying on any representation, warranty or undertaking not expressly incorporated into them.

Each Party agrees and acknowledges that its only right and remedy in relation to any representation, warranty or undertaking made or given in connection with the Transaction Documents shall be for breach of the terms of the Transaction Documents and each of the Parties waives all other rights and remedies (including those in tort or arising under statute) in relation to any such representation, warranty or undertaking.

Nothing in this Clause 19.2 excludes or limits any liability for fraud.

Assignment

The Business Contract Terms (Assignment of Receivables) Regulations 2018

Third Party Rights

Variation

Method of Payment and Set Off

Any payments pursuant to this Deed shall be effected by crediting for same day value the account specified by or on behalf of the Party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected) on or before the due date for payment.

Payment of a sum in accordance with this Clause 19.7 shall constitute a payment in full of the sum payable and shall be a good discharge to the payee (and those on whose behalf such payment is made) of the payor’s obligation to make such payment and the payor (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.

Any payments pursuant to this Deed shall be made in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by law or as otherwise agreed by the Parties).

Costs

Stamp Duty, Fees and Taxes

Grossing-up

All sums payable under this Deed shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be permitted by Clause 11.2 or required by law. If any deductions or withholdings are required by law, the payer shall account to the relevant Tax Authority for the amount so required to be deducted or withheld and, except in the case of the Consideration payable under Clause 7, the payer shall be obliged to pay to the recipient such additional amounts as will ensure that the recipient receives, in total, an amount which (after such deduction or withholding has been made) is no more and no less than it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if a party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit in whole or in part of this Deed or shall have changed its tax residence or the permanent establishment to which the rights under this Deed are allocated then the liability of any other party

under this Clause 19.10.1 shall be limited to that (if any) which it would have been had no such transfer, or change taken place.

The recipient or expected recipient of a payment under this Deed shall claim from the appropriate Tax Authority any exemption, rate reduction, refund, credit or similar benefit (including pursuant to any relevant double tax treaty) to which it is entitled in respect of any deduction or withholding in respect of which a payment has been made or would otherwise be required to be made pursuant to Clause 19.10.1 and, for such purposes, shall, within any applicable time limits, submit any claims, notices, returns or applications and send a copy of them to the payer.

If the recipient of a payment made under this Deed obtains a refund of or obtains and utilises a credit for any Taxation payable by it or similar benefit by reason of any deduction or withholding for or on account of Taxation then it shall reimburse to the payer such part of such additional amounts paid pursuant to Clause 19.10.1 above as the recipient of the payment certifies to the payer will leave it (after such reimbursement) in no better and no worse position than would have arisen if the payer had not been required to make such deduction or withholding.

For the avoidance of doubt, references in this Deed (other than in Clause 19.10.1) to the amount of a payment under this Deed (or a Clause of it) or similar expressions include any amount by which such payment was increased or supplemented pursuant to this Clause 19.10.

 Notices

Any notice or other communication in connection with this Deed (each, a “Notice”) shall be:

in writing;

in English; and

delivered by hand, recorded or special delivery or courier using an internationally recognised courier company, or email.

A Notice to the Company shall be sent to the following address, or such other person or address as the Company may notify to the other Parties from time to time.

A Notice to the Investor shall be sent to the following address, or such other person or address as the Investor may notify to the other Parties from time to time.

A Notice to the Managers shall be sent to the following address, or such other person or address as the Managers may notify to the other Parties from time to time.

A Notice to the Purchaser shall be sent to the following address, or such other person or address as the Purchaser may notify to the other Parties from time to time.

A Notice to the Purchaser’s Guarantor shall be sent to the following address, or such other person or address as the Purchaser’s Guarantor may notify to the other parties from time to time:

at the time recorded by the delivery company in the case of recorded delivery or special delivery;

at the time of delivery, if delivered by hand or courier; or

at time of sending, if sent by email, provided that receipt shall not occur if the sender receives an automated message indicating that the message has not been delivered to the recipient.

A Notice that is deemed by Clause 19.12.5 to be received on a day that is not a Business Day or after 5.00 p.m. on any Business Day shall be deemed to be received at 9.00 a.m. on the next Business Day.

For the purposes of this Clause 19, all references to time are to local time in the place of receipt.

To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 19.13.1 then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Deed and the legality, validity and enforceability of the remainder of this Deed shall, subject to any deletion or modification made under Clause 19.13.1, not be affected.

 Counterparts

Agreement Prevails

No Waiver

No failure or delay by any Party in exercising any right or remedy provided under this Deed shall operate as a waiver of it, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of it or the exercise of any other right or remedy.

Any waiver of a breach of this Deed shall not constitute a waiver of any subsequent breach.

Governing Law and Submission to Jurisdiction

This Deed and other Transaction Documents which are not expressed to be governed by another law and any non-contractual obligations arising out of or in connection with this Deed and such other Transaction Documents shall be governed by English law.

Each of the Parties irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Deed and other Transaction Documents and that accordingly any proceedings arising out of or in connection with this Deed and other Transaction Documents shall be brought in such courts.

Appointment of Process Agent

The Purchaser’s Guarantor hereby irrevocably appoints the Purchaser of Cottons Centre, Cottons Lane, London, United Kingdom, SE1 2QG as its agent to accept service of process in the United Kingdom in any legal action or proceedings arising out of or in connection with this Deed.

The Purchaser’s Guarantor shall inform the Company, the Investor and the Managers in writing of any change of address of such process agent within 14 days of such change.

If such process agent ceases to be able to act as such or to have an address in the United Kingdom, the Purchaser’s Guarantor irrevocably agrees to appoint a new process agent in the United Kingdom and to deliver to the Company, the Investor and the Managers within 14 days a copy of a written acceptance of appointment by the process agent.

The Investor hereby irrevocably appoints CECP Advisors LLP of 1 St James’s Market, London SW1Y 4AH as its agent to accept service of process in the United Kingdom in any legal action or proceedings arising out of or in connection with this Deed.

The Investor shall inform the Purchaser and the Managers in writing of any change of address of such process agent within 14 days of such change.

If such process agent ceases to be able to act as such or to have an address in the United Kingdom, the Investor irrevocably agrees to appoint a new process agent in

the United Kingdom and to deliver to the Purchaser and the Managers within 14 days a copy of a written acceptance of appointment by the process agent.

Nothing in this Deed shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts.

Initial Deliverables

On the date of this Deed, the Managers will deliver to the Purchaser and the Purchaser shall deliver to the Managers the duly executed Warranty Deed and Disclosure Letter in respect of such Warranty Deed.

On the date of this Deed:

the Company will deliver to the Purchaser a copy of the resolution of the directors of the Company authorising execution by the Company of each of this Deed and the Transaction Documents to which it is a party;

the Investor will deliver to the Purchaser a copy of the resolution of the managers of the Investor authorising execution by the Investor of each of this Deed and the Transaction Documents to which it is a party;

the Company will deliver to the Purchaser a copy of the EBT Irrevocable Undertaking;

the Purchaser will deliver to the Company a copy of the resolution of the directors of the Purchaser authorising the execution by the Purchaser of each of this Deed and the Transaction Documents to which it is a party;

the Purchaser’s Guarantor will deliver to the Company a copy of the resolution of the directors of the Purchaser’s Guarantor authorising the execution by the Purchaser’s Guarantor of each of this Deed and the Transaction Documents to which it is a party; and

the Purchaser will deliver to the Company and the Investor:

a copy of each agreement to which it or any member of the Purchaser’s Group is a party relating to the provision of debt finance to it or any member of the Purchaser’s Group for the purposes of the Acquisition; and

a copy of a letter from the Purchaser’s financing banks to the Purchaser confirming that, other than the Effective Time occurring, all conditions precedent to drawdown of all debt finance to be provided to the Purchaser or any member of the Purchaser’s Group for the purposes of the Acquisition have been satisfied and will remain satisfied at the Effective Time.

Closing Deliverables

On the Effective Date, the Purchaser will comply with its obligations under Clause 6 and the Scheme.

At the relevant time set out in the Scheme, the Purchaser will issue and allot such Consideration Shares in the capital of the Purchaser as are to be offered in accordance with the Closing Allocation Table and the terms of the Scheme.

On the Effective Date, the Investor shall deliver or make available to the Purchaser:

transfers of the Loan Notes duly executed by the registered holder in favour of the Purchaser accompanied by the relevant certificates (or an express indemnity in a form satisfactory to the Purchaser in the case of any certificate found to be missing);

the written resignations of each of Simon Dingemans and Fraser Robson from the office as a director of the Company in the Agreed Terms to take effect immediately following the Effective Time; and

a duly executed deed of termination to the Investment Agreement.

Board Meetings and Resolutions

On the Effective Date, the Company shall procure that a meeting of the Directors is held at which:

in the case of the Company, it will be resolved that the Purchaser is registered as holder of the relevant Shares in the Company’s register of members; and

the resignations of Simon Dingemans and Fraser Robson will be tendered and accepted to take effect at the Effective Time,

and shall deliver to the Purchaser copies of the relevant resolutions.

On the Effective Date, a meeting of the board of directors of the Purchaser shall be held at which it will be resolved that the Managers and other Shareholders to be issued Consideration Shares pursuant to the Closing Allocation Table and the Scheme are registered as the holders of such Consideration Shares.

The issue, increase, reduction, repayment and purchase (or repurchase), sub-division, consolidation or other variation of any shares, options, warrants or other instruments convertible into shares of any member of the Group, or the creation of any new class of shares (whether equity securities or otherwise) in any member of the Group, or the reduction of the amount (if any) standing to the credit of any non-distributable reserve in any member of the Group.

Any amendment or variation to the Articles.

The recommendation of or proposals for any new dividend policy or declaration or the payment of any dividend or any other distribution by the Company.

Any material amendments to the terms of the Group’s indebtedness or the creation of any additional Group indebtedness, which when aggregated with the amount of the Group’s indebtedness then outstanding would result in the overall leverage ratio of the Group exceeding 3.5x EBITDA (at any time, and not including any amount of indebtedness incurred in relation to the Loan Notes issued prior to the date of this Deed).

The granting of any Encumbrance (other than in the ordinary course of trading or pursuant to the exercise of the Investor’s rights under the Investment Agreement) to any third party over any part of the undertaking, property or material assets of any member of the Group.

The making of any material change to the discretionary bonus scheme, or management equity plan or any other material change in the remuneration of any director or senior employee of any member of the Group otherwise than in connection with (i) the promotion of such individual in the ordinary or usual course; or (ii) annual salary increases in the ordinary or usual course, including the proposed increases to certain partner salaries as reflected in the Group’s current five-year plan.

Engage or appoint any employee whose annual base salary exceeds £350,000 (or the equivalent in any other currency).

Terminate the employment (save in the case of serious misconduct) of, or constructively dismiss, or vary the terms of employment of any director or any employee whose annual base salary exceeds £350,000 (or the equivalent in any other currency).

Any actual or proposed sale or other disposal of any material assets or any actual or proposed acquisition of any significant assets by any member of the Group.

The entry into any transaction with any person otherwise than on arm’s length or any transaction with a member of the Group or a connected person thereof (in each case, other than in the ordinary course as an employee or director).

The initiation, settlement or abandoning of any claim, litigation, arbitration or other proceedings involving the Company or any member of the Group or any admission of liability with a value exceeding or expecting to exceed £2,000,000, except in any case in relation to debt collection in the ordinary course of business.

The incurring of material operating liabilities or capital expenditure having a value in excess of £1,000,000, in each case, save to the extent envisaged by the Annual Business Plan.

The approval of any change in accounting policies or practices (except where such change is recommended by the auditors of the Group as a consequence of a change in generally accepted accounting practices or policies applicable to companies carrying on businesses of a similar nature to the business of the Group or as a consequence of a change in law).

Acquire or agree to acquire any share of other interest in any company, partnership or joint venture in which the Company is not already a holder of interests.

Any change of residence of any Group Company for Tax purposes or the creation of any permanent establishment or other place of business in any other jurisdiction.

The preparation or filing of any material Tax return in a manner which is materially inconsistent with past practice or, with respect to any such Tax return, taking any position, making or changing any election, or adopting any accounting method that is materially inconsistent with past practice.

The taking of any action otherwise than in the ordinary course of business which results in the loss, reduction or non-availability of any relief, exemption, allowance, loss, deduction, grant, credit, repayment, set-off, rollover or holdover in relation to Tax, in each case which is material to the Group.

Agree to any of the foregoing.

/s/ John Alexander

/s/ Kully Janjuah

/s/ Sara Huda

/s/ William Cagney

/s/ Ken Toombs

Occupation: [omitted]                        

/s/ Ruairidh Cameron        

/s/ Kully Janjuah        

/s/ Alan Middleton        

/s/ Robert V. Pragada        

THE PERSONS whose names and addresses are set out in columns (1) and (2) of Schedule 1 (each a Warrantor and together the Warrantors); and

JACOBS CONSULTING SOLUTIONS LIMITED, a company incorporated in England with registration number 13035335 and having its registered office at Cottons Centre, Cottons Lane, London, United Kingdom, SE1 2QG (the Purchaser).

This deed is entered into in connection with an implementation agreement (the IA) dated the same date as this deed and made between (among others) the Warrantors and the Purchaser in relation to a proposed scheme of arrangement by PA Consulting Group Limited (the Company) pursuant to which the Purchaser will become the owner of the entire issued share capital of the Company.

The Warrantors have agreed to give certain warranties to the Purchaser in relation to the Company and its group on the terms, and subject to the conditions, set out in this deed.

DEFINITIONS AND INTERPRETATION

In this deed, unless the context otherwise requires, words and expressions are to be interpreted in accordance with and have the respective meanings ascribed to them in Schedule 5.

Subject to clause 1.1, capitalised words and expressions defined in the IA bear the same meanings in this deed.

The Schedules form part of this deed and have the same force and effect as if set out in the body of this deed, and any reference to this deed includes the Schedules.

WARRANTIES

Each of the Warrantors individually and severally warrants to the Purchaser that, so far as he is aware, each of the Warranties is true and accurate at the date of this deed.

For the purpose of clause 2.1, the awareness of a Warrantor means his actual awareness as at the date of this deed having made due and careful enquiry of:

each other Warrantor; and

in relation to its Relevant Warranties only, each member of the Enquiry Group.

Save as expressly provided otherwise, each of the Warranties will be construed as separate and independent, and not limited by reference to any other Warranty.

LIMITATIONS

NO OTHER WARRANTIES

The Warranties (and the warranties set out in the other Transaction Documents to the extent given by the Warrantors) are the only warranties of any kind given by or on behalf of the Warrantors and on which the Purchaser may rely in entering into the Transaction Documents.

The Purchaser acknowledges and agrees that:

in entering into the Transaction Documents it is not relying upon any Pre-Contractual Statement which is not expressly set out in them;

it has no right of action against any Warrantor arising out of or in connection with any Pre-Contractual Statement except to the extent that it is expressly repeated by that Warrantor in any of the Transaction Documents, and then only pursuant to and in accordance with the terms of the relevant Transaction Documents; and

except as otherwise expressly provided in any of the Transaction Documents, its only right or remedy in connection with this deed is for breach of contract, to the exclusion of all other rights and remedies (including, for the avoidance of doubt, those for misrepresentation, whether prior to or in this deed).

EFFECTIVE TIME

Unless and until the Effective Time occurs the Purchaser is not entitled to make any Claim and the Warrantors have no liability in connection with the Warranties.

Any provision of this deed which is capable of being performed after, but which has not been performed at or before, the Effective Time and all warranties, covenants and other undertakings contained in this deed will remain in full force and effect after and notwithstanding the Scheme becoming effective.

GROUP PROTECTION

Each Warrantor acknowledges and agrees that, in the absence of fraud, the giving by any Group Company (or any of their respective officers or employees) of any information or opinion to such Warrantor in connection with the Warranties or the Disclosure Letter will not be construed as a warranty, representation or guarantee to such Warrantor as to the accuracy or completeness of such information or opinion.

Clause 6.1 is made for the benefit of and is enforceable by each Group Company and its respective officers and employees.

SUBROGATION ASSURANCE

The Purchaser undertakes to procure that:

the W&I Insurance Policy includes an express and irrevocable waiver of any rights of subrogation which the insurers under the W&I Insurance Policy may otherwise have against any Warrantor in relation to any Claim (save insofar as arising out of such Warrantor’s own fraud); and

such waiver will not be varied, released or otherwise compromised without the prior written consent of the Warrantors.

SEVERAL OBLIGATIONS

The obligations of each Warrantor under this deed are entered into individually by that Warrantor on his own behalf and are made severally and separately from any obligation entered into by any other Warrantor.

Unless expressly provided otherwise in this deed, any liability of the Warrantors in respect of their obligations under this deed will be several and extend only to loss or damage arising out of their own breaches, and no claim can be made against any Warrantor in respect of any breach of this deed by any other Warrantor.

REMEDIES AND WAIVERS

A waiver of any right, power or remedy provided by law or under this deed is only effective if given in writing and signed by or on behalf of the party granting the waiver.

No delay or omission by any party in exercising any right, power or remedy provided by law or under this deed will:

affect or impair that right, power or remedy; or

operate as a waiver of that right, power or remedy.

The single or partial exercise of any right, power or remedy provided by law or under this deed will not preclude any other or further exercise of it, or the exercise of any other right, power or remedy.

The rights, powers and remedies provided in this deed are cumulative and not exclusive of any rights, powers and remedies provided by law.

Nothing in this deed is to be construed as excluding or limiting any liability that cannot at law be validly excluded or limited.

VARIATION

SEVERABILITY

If at any time any provision of this deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair:

the legality, validity or enforceability in that jurisdiction of any other provision of this deed; or

the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this deed.

ASSIGNMENT

Subject to clause 12.2, no party may assign, or grant any encumbrance over, or make a declaration of trust in respect of, or deal in any way with, any of the benefit of, or any of its rights or benefits under, this deed, or purport to do any of the same, without, in each case, the prior written consent of the other parties.

The Purchaser may assign its rights under this deed by way of security to or for the benefit of any bank or financial institution lending money or making debt facilities available to it for the purpose of financing its acquisition of Shares contemplated by the IA.

In the case of any assignment pursuant to clause 12.2:

the Purchaser will remain liable for its obligations under this deed;

the liability of the Warrantors under this deed and pursuant to the Transaction will be no greater than such liability would have been had no such assignment occurred; and

unless and until the Warrantors receive written notification of enforcement of the relevant security interest, the Warrantors may deal with the Purchaser in connection with all matters arising under this deed.

RIGHTS OF THIRD PARTIES

Save as expressly provided in clause 6 and clause 12 no term of this deed is or will become enforceable by a person who is not party to it.

Notwithstanding that any term of this deed may be or become enforceable by a person who is not party to it, the terms of this deed may be varied, liabilities arising under this deed may be released or compromised, rights arising under this deed may be waived, and this deed

may be terminated or rescinded, in each case, without the consent of any person who is not party to it.

NOTICES

All notices, requests, demands or other communications to or upon the respective parties must be in writing in the English language and may be given by personal delivery or by being sent by first class recorded mail if posted to an address in the same country as the country of posting or by air mail if posted to an address in a country different to the country of posting, to the relevant address specified in clause 14.2 or to such other address as a party may notify to the others for the purposes of this clause 14.

The addresses referred to in clause 14.1 are:

in the case of a Warrantor, the address set opposite his name in column (2) of Schedule 1; and

in the case of the Purchaser, its registered office from time to time.

Any such notice, request, demand or communication will:

if delivered personally, be deemed to have been received at the time of such delivery or if delivery is not on a Business Day on the Business Day following such delivery;

if given by first class recorded mail posted in the same country as the country of address, be deemed to have been received on the second Business Day after posting; and

if given by air mail posted from a country different to the country of address, be deemed to have been received on the sixth Business Day after posting.

For the avoidance of doubt, notices, requests, demands or other communications may be given by other means (including by email) but such other means will not benefit from the presumption of delivery set out in clause 14.3.

Clauses 14.1 and 14.3 do not apply in relation to claim forms, application notices, orders, judgements, or other documents relating to proceedings arising out of or in connection with this deed (whether contractual or non-contractual).

COUNTERPARTS

This deed may be executed in any number of counterparts, and by the parties on separate counterparts, but it will not be effective until each party has executed at least one counterpart.

Each counterpart constitutes an original of this deed, but all the counterparts together constitute one and the same instrument.

CHOICE OF LAW

This deed is to be governed by and construed in accordance with English law.

All claims and disputes arising out of or in connection with this deed (whether contractual or non-contractual) are to be governed by and determined in accordance with English law.

JURISDICTION

The courts of England have exclusive jurisdiction over all claims and disputes arising out of or in connection with this deed (whether contractual or non-contractual).

Each party irrevocably submits and agrees to submit to the jurisdiction of the courts of England.

Each party waives (and undertakes not to raise) any objection to the taking of proceedings in the courts of England, whether on the ground of inconvenient forum or otherwise.

This clause 17 is not concluded for the benefit of any particular party.

Group structure and corporate matters

The entire issued share capital of each member of the Group (including the Shares) has been validly issued and allotted and is fully paid up.

The entire issued share capital of each Subsidiary is directly or indirectly legally and beneficially owned by the Company.

There is no agreement or commitment outstanding which calls for the allotment or issue of, or accords to any person the right to call for the allotment or issue of, any shares or any debentures in or securities of any member of the Group.

No member of the Group holds or beneficially owns or has agreed to acquire any securities of any company which is not a member of the Group.

The copies of the articles of association of each Group Company (or the equivalent in the jurisdiction in which that Group Company is incorporated) contained in the Disclosure Documents are true, accurate and complete in all material respects.

The register of members and other statutory registers of each Group Company (excluding the minute books and, for the avoidance of doubt, any accounting records) have been properly kept in accordance with applicable law, are up-to-date and no written notice or allegation that any of them is incorrect or should be rectified has been received by any Group Company.

All material filings, returns and other formalities required by applicable law to be delivered or made by the Group Companies to the Registrar of Companies for England and Wales (or the equivalent in the jurisdiction in which that Group Company is incorporated) have been duly delivered or made.

Accounts and financial matters

The Accounts:

were prepared in accordance with IFRS and all applicable laws and regulations in the jurisdiction of incorporation of the Company as at the date of their preparation;

give a true and fair view of the state of affairs of the Company and the Group as at the Accounts Date and of the profit of the Group for the period ended on the Accounts Date; and

were prepared applying accounting policies, practices and methods consistent with those adopted in preparing the audited consolidated financial statements of the Company in respect of each of the two financial years preceding the financial year ended on the Accounts Date.

The Management Accounts have been prepared in good faith and on a basis consistent with the management accounts for each of the 12 months prior to the date of this deed, and, taking into account the purpose for which they were prepared and recognising that they were not prepared or verified on a statutory basis and have not been subject to audit, they do not materially misstate the financial state of affairs and operating results of the Group for the period in respect of which they have been prepared.

The Locked Box Accounts have been prepared in good faith and, taking into account the purpose for which they were prepared and recognising that they were not prepared or verified on a statutory basis and have not been subject to audit, they do not materially misstate the financial state of affairs of the Group as at the Locked Box Date.

Events since the Locked Box Date

Since the Locked Box Date (other than in connection with the transactions as contemplated by the Transaction Documents):

no material transaction or contract has been entered into by any Group Company otherwise than in the ordinary course of business;

no material asset has been acquired or disposed of by any Group Company, and no Group Company has agreed to acquire or dispose of a material asset, or assumed or incurred or agreed to assume or incur any material liabilities (including contingent liabilities) otherwise than in the ordinary course of carrying on its business and on arm’s length terms;

no Group Company has made any changes to the emoluments or benefits of or any bonus to any of its officers or employees, in each case other than in the ordinary course and in a manner consistent with past practice;

there has been no material change in the policy or procedures by which Group Companies collect their debts or pay their creditors;

no change in the accounting reference period of any Group Company has been made;

no Group Company has declared, authorised, paid or made (other than to another Group Company), any dividend or other distribution, including without limitation a distribution of capital or income (whether in cash, stock or in kind);

no Group Company has issued or agreed to issue any share or loan capital (other than to another Group Company);

no resolution of the Company’s shareholders has been passed (except for those representing the ordinary course of an annual general meeting);

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

there has been no material adverse change in the financial position of the Group; and

the business of the Group has been operated in the ordinary course of business and in substantially the same manner as immediately before the Locked Box Date.

Financial Indebtedness

Copies of the Existing Financing Arrangements are contained in the Disclosure Documents.

Other than (i) under the Existing Financing Arrangements, (ii) intra-Group Financial Indebtedness, or (iii) debts arising in the ordinary course of business (including trade debts incurred in the ordinary course of business), no Group Company has any outstanding Financial Indebtedness.

Other than to members of the Group or in the ordinary course of business, no Group Company has lent or agreed to lend any money which has not been repaid.

No guarantee has been given by a Group Company in respect of any borrowings or other obligations of any person other than another Group Company.

No guarantee has been given by any third party in respect of any borrowings or other obligations of any Group Company.

Assets

All assets (other than Intellectual Property Rights and real property) which are material to the Operations are:

legally and beneficially owned by a Group Company (except for assets held by a Group Company under leasing, hiring or hire purchase or similar arrangements on normal commercial terms) or a Group Company has the contractual right to use such assets; and

(where capable of possession) in the possession or under the control of a Group Company.

No Encumbrances (other than in connection with the Existing Financing Arrangements and liens arising by operation of law in the ordinary course of business) on, over or affecting the whole or any part of the assets referred to in paragraph 5.1, are outstanding and there is no agreement or commitment to give or create any such Encumbrance.

Legal matters

Since the Relevant Date each Group Company has complied in all material respects with all applicable laws and legally-binding regulations.

Each Group Company has at all times conducted its business and corporate affairs in accordance with applicable Anti Bribery Laws and has procedures in place relating to compliance with Anti Bribery Laws.

There are no pending investigations or proceedings, and there have been no pending investigations or proceedings since the Relevant Date, against or involving any Group Company under or pursuant to any applicable Anti Bribery Laws.

All authorisations, licences, consents and other permissions and approvals (other than those which relate to Intellectual Property Rights or the absence of which would not have a material adverse effect on the Group) required for or in connection with the carrying on of the Operations have been obtained by or are held by a member of the Group and are valid and subsisting.

No Group Company has received written notice that it is in default under any authorisations, licences, consents, permissions or approvals referred to in paragraph 6.4 or that the same will be revoked, suspended, cancelled or made subject to any material restriction or condition.

Other than as set out in folder 13 of the “Final dataroom” section in the Data Room Documents and except as claimant in the collection of debts arising in the ordinary course of business, no Group Company is a claimant or defendant in or otherwise a party to or engaged in any material litigation, arbitration or administrative, civil or criminal proceeding which is in progress nor is any such proceeding pending or threatened in writing by or against any Group Company.

No officer, agent or employee of the Group is a party to any material litigation, arbitration or administrative, civil or criminal proceeding which is in progress nor is any such proceeding pending or threatened in writing by or against any such officer, agent or employee as a result of any act or omission by them in the course of their duties to the Group.

Insolvency

No order has been made, petition presented, resolution passed or meeting convened for the winding up (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other contributories) of any Group Company.

No petition has been presented or other proceedings commenced for an administration order to be made (or any other order to be made by which, during the period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed for the purpose by a court, governmental agency or similar body) in relation to any Group Company nor has any such order been made.

No receiver (including an administrative receiver), liquidator, trustee, administrator, custodian or similar official has been appointed in any jurisdiction in respect of the whole or any part of the business or assets of a Group Company and no step has been taken by any Group Company for or with a view to the appointment of such a person.

No voluntary arrangement, compromise or similar arrangement with creditors has been proposed, agreed or sanctioned in respect of a Group Company.

Data protection

Copies of the registrations of each Group Company under applicable Data Protection Laws are contained in the Disclosure Documents.

Since the Relevant Date, in relation to the Operations:

each Group Company and its employees has complied with all material requirements of any applicable Data Protection Laws;

no member of the Group has received a written notice alleging breach by it of any applicable Data Protection Laws;

no individual has been awarded compensation from any member of the Group under any applicable Data Protection Laws; and

no order has been made against any member of the Group for the rectification, blocking, erasure or destruction of any data under any applicable Data Protection Laws.

Contracts and commitments

No member of the Group is a party to:

any joint venture, consortium, partnership, unincorporated association or other similar arrangement (other than recognised trade associations or industry-wide accreditation bodies or associations); or

any contract or arrangement which materially restricts the freedom of any member of the Group to carry on business and/or to compete in any area or field or with any person.

During the last 12 months, save in respect of any work orders (or equivalent) issued under a Material Contract which have been completed, no counterparty to a Material Contract has ceased trading with the Group nor has any such counterparty notified the Group in writing that it will either cease trading with the Group or terminate its contract with the Group.

No Group Company is in material breach of any Material Contract, there are no circumstances likely to give rise to any such breach and no written notice avoiding, rescinding or terminating any Material Contract (including any written notice purporting to do the same) has been received by any Group Company.

Powers of attorney

Intellectual property

No third party is infringing any material Intellectual Property Rights owned by any member of the Group.

The activities of the Group do not infringe the Intellectual Property Rights of any third party.

Information technology

The IT Systems have not in the 24 months prior to the date of this deed:

suffered any failure, error or breakdown which has caused material disruption or interruption to the Operations; or

been infected by any virus or other extraneously induced malfunction or been accessed by any unauthorised person.

Insurance

All premiums payable to date in respect of the Group Policies have been paid.

No written notice that any Group Policy is void or voidable has been received by any Group Company.

Properties

The Group Properties are the only Properties owned, used or occupied by the Group or in which the Group has any right or interest.

No member of the Group has entered into any agreement to dispose of any of the Group Properties.