Share Sale Agreement Plc

in the event of a seller`s breach of any of the guarantees referred to in subsections 5.1(a) to 5.1 (g), including (including for the avoidance of doubt, an infringement after the closing date, to the extent that it falls on a maturity, omission or agreement before the conclusion), in respect of that seller or its related companies, the seller pays the buyer, upon request, an amount in cash, which corresponds to the amount of a payment or other financial advantage that he or his related undertakings have received from the group company concerned as a result of such an infringement. the investment agreement relating to the company of 22 February 2008 (as concluded by the dietrsuration act of 21 February 2008). between Graphite, the Company and certain of the guarantors of this Agreement, including the Introduction and Schedules, the Bonus Agreement in the form agreed between KG Group Holdings Limited and Neil Clifford, Rebecca Farrar-Hockley, Dale Christilaw and Andrew Lee Each of the Sellers agrees that the fees and expenses to be paid by him or her under clause 14.1, which are due to each of the Sellers under this Agreement, and if the costs and expenses are borne by all the Sellers, such costs and expenses shall be apportted among the Sellers in accordance with each Seller`s proportionate participation in the total number of shares just before completion. . . .



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