NON-DISCLOSURE AGREEMENT

IN RELATION TO THE PROPOSED PURCHASE OF PROJECT ODYSSEY

STRICTLYPRIVATEANDCONFIDENTIAL

ConfidentialityAgreement

We refer to the proposed discussions between the recipient (the "Recipient" or "you") and The seller (the "Provider", "we" or "us") in connection with a potential sale of one or more of the assets or companies held (directly or indirectly) by the Provider and its subsidiaries (the "Group") hereto referred to as Project Odyssey (the "Potential Transaction") and comprising the following assets:

In consideration of the Disclosing Parties making the Information available to the Recipient and its Permitted Disclosees, the Recipient undertakes to the Provider in the terms set out in this letter (this "Agreement").

1                Definitions and Interpretation

1.1                     Definitions

The following definitions apply for the purposes of this Agreement unless the context requires otherwise:

"Advisers" means legal advisers, investment bankers, accountants, insurers, consultants and other professional advisers (subject to paragraph 2.2.7, excluding W&I Providers) advising in connection with the Potential Transaction;

"Affiliates" (i) where that person is a fund, or an adviser to or a manager of a fund, means, in relation to that person, any parent undertaking or subsidiary undertaking of that person (whether direct or indirect) and any subsidiary undertaking of such parent undertaking, in each case from time to time (but excluding, save where the Provider agrees in writing otherwise, any Portfolio Company); and (ii) in any other case, means in relation to any person, any corporations which are the holding companies or subsidiaries of it or of any such holding company;

"Disclosing Party" means any member of the Group, its shareholders, Advisers and each of their respective Affiliates;

"Employee" means any officer, manager or employee presently or during the term of this Agreement in the employment of any member of the Group;

"Information" means any information relating to the Potential Transaction or a Disclosing Party and disclosed by or on behalf of a Disclosing Party (whether in writing, verbally or in electronic form or by any other means) to you or your Permitted Disclosees, whether before, on or after the date of this Agreement, including, without limitation, any information relating to products, services, suppliers, customers, operations, processes, financial performance, forecasts, plans or intentions, know-how, employees, market opportunities and business affairs, the fact that discussions, investigations or negotiations are taking or have taken place in relation to the Potential Transaction and all documents, reports and other information prepared by you or any of your Permitted Disclosees, which contain or reflect all or part of the foregoing, but does not include:

(ii)              any information which was lawfully and without restriction on disclosure in the possession of you or your Permitted Disclosees prior to the date of disclosure pursuant to this Agreement, as evidenced by your written records; and

(iii)             any information which is rightfully in your or your Permitted Disclosees’ possession following disclosure by a person: (a) other than a Disclosing Party or its Adviser; and (b) who was not required to hold such Information confidential;

"Permitted Disclosees" means your Affiliates and your and your Affiliates’ respective directors, officers and employees, managers, limited partners and Advisers in each case who need to know the Information for the purpose of evaluating the Potential Transaction, but shall not include any: (i) Portfolio Company, unless the Provider has given its express prior written consent (which we may withhold in our absolute discretion or attach any conditions to that we see fit); (ii) potential providers of debt or equity finance, subject to paragraph 2.2.6; or

(iii) actual or potential W&I Providers, subject to paragraph 2.2.7;

"Permitted Disclosure" means a disclosure of the Information to: (i) a Permitted Disclosee permitted by the terms of this Agreement; or (ii) in accordance with paragraph 2.3;

"Portfolio Company" means any operating, portfolio or investee company or investment fund in which you or any funds managed or advised by you or your Affiliates have a direct or indirect equity interest; and

"W&I Providers" means any broker, underwriter or other provider of warranty and indemnity insurance.

1.2                     Interpretation

1.2.1                  References to (i) a person include any individual, company, partnership or unincorporated association (whether or not having separate legal personality); and (ii) a company include any company, corporation or body corporate, wherever incorporated.

1.2.2                  The words "holding company", "parent undertaking", "subsidiary" and "subsidiary undertaking" shall have the same meaning in this Agreement as their respective definitions in the Companies Act 2006.

2                Undertakings attaching to the Information

2.1                     You shall:

2.1.1                  keep the Information secret and confidential and in such a way so as to prevent unauthorised access by any person other than yourself and only disclose the Information on a need to know basis to the Permitted Disclosees solely for the purposes of and in connection with the Potential Transaction, and shall otherwise comply with applicable data protection legislation;

2.1.2                  upon the Provider’s written request, without undue delay, provide the Provider with a written list of persons (on an entity or organisational basis) to whom you and / or the Permitted Disclosees have disclosed the Information;

2.1.3                  ensure that any Permitted Disclosee is made aware of and complies with the terms of this Agreement as if they had also been a party to this Agreement as the Recipient. You shall be liable for any breach of the terms of this Agreement by any Permitted Disclosee as if it was you who had breached the terms of this Agreement;

2.1.4                  notify the Provider if you receive a request by an individual to exercise any of their rights under any applicable data protection legislation in relation to the personal data, and comply with the Provider’s instructions with respect to such request;

2.1.5                  ensure all communications relating to the Potential Transaction are directed only to the Providers selling agent Christie & Co, or to such other person or persons as we or any of our clients and their advisers may from time to time designate; and

2.2                     You shall not:

2.2.1                  use the Information for any purpose whatsoever other than in relation to the evaluation of the Potential Transaction and in particular shall not use the Information for any competitive or other purpose detrimental to the Group;

2.2.2                  make copies of documents containing Information or authorise any other person to do so other than for the purpose of Permitted Disclosures;

2.2.3                  for a period of 24 months from the date hereof, make direct or indirect contact with any director, officer, manager, employee, agent, finance provider, supplier or customer of the Group or its business, other than in the normal course of your business (and without any reference to the Potential Transaction), without the express prior written consent of the Provider (which we may withhold in our absolute discretion or attach any conditions to that we see fit);

2.2.4                  for a period of 24 months from the date hereof, employ or offer to employ, solicit or entice or endeavour to solicit or entice away any Employee, provided that this shall exclude employment of any such individual pursuant to an advertisement or recruitment campaign made generally by you or on your behalf for personnel to which such individual makes an unsolicited response;

2.2.5                  engage any provider or potential provider of debt finance or equity finance to arrange, facilitate or provide debt finance or equity finance to you or any Affiliate in connection with the Potential Transaction without the express prior written consent of the Provider (which we may withhold in our absolute discretion or attach any conditions to that we see fit), and you shall immediately release and procure that your Affiliate immediately releases any such finance provider or potential provider of finance who has been so engaged by you or an Affiliate prior to the date of this Agreement;

2.2.6                  pursue the Potential Transaction either:

(i)                through seeking equity funding and / or equity financing for the Potential Transaction from any third party; or

(ii)               as a party to a consortium and / or pool of potential acquirors,

unless you have obtained the Provider’s express prior written consent (which we may withhold in our absolute discretion or attach any conditions to that we see fit). We may require third parties with whom you are seeking to agree arrangements of the type referred to in this paragraph 2.2.6 to enter into direct confidentiality obligations with us on the terms of this Agreement prior to granting our consent. Only in the event that we do elect to grant our consent may you provide Information to any such persons, in which case such persons shall be treated as Permitted Disclosees for the purposes of this Agreement; or

2.2.7                  make contact or enter into discussions with or engage, or disclose any Information to, any W&I Providers in connection with the Potential Transaction without the express prior written consent of the Provider (which we may withhold in our absolute discretion or attach any conditions to that we see fit). We may require such persons to enter into direct confidentiality obligations with us on the terms of this Agreement prior to granting our consent. Only in the event that we do elect to grant our consent may you provide Information to any such person, in which case such persons shall be treated as Permitted Disclosees for the purposes of this Agreement.

2.3                      The undertakings contained in this Agreement do not apply to the disclosure of any Information to the extent that disclosure of such Information is required by law, by a rule of a stock exchange on which your shares are listed or traded, or by a court, judicial, governmental supervisors or regulation authority or other authority with relevant powers to which you submit, provided that the disclosure shall, so far as is practicable, and to the extent permitted by law, be made after consultation with us and after taking into account our reasonable requirements as to its timing, content and manner of making or despatch. To the extent that you are not able to consult with us prior to the disclosure for the reasons set out in this paragraph 2.3, you shall inform us of the circumstances, timing, content and manner of dispatch immediately after such disclosure and use your best efforts to preserve the confidentiality of the Information following the disclosure.

Neither the Information nor anything else in this Agreement shall constitute an offer by or on behalf of any Disclosing Party and none of the Disclosing Parties shall be under no obligation to accept any offer or proposal which may be made by you or on your behalf. None of the Disclosing Parties nor any of their respective Advisers, directors, officers or employees make any representations or warranties, express or implied, with respect to nor have any responsibility for the accuracy or completeness of any of the Information and none of the Disclosing Parties nor any of their respective Advisers, directors, officers or employees shall be liable to you or any other person for any loss resulting from the use of the Information, except as may be expressly agreed under the terms of a formal acquisition agreement entered into with you in relation to the Potential Transaction.

4                Return or Destruction of Information

If negotiations in relation to the Potential Transaction are terminated for any reason, you shall as soon as reasonably practicable, at your expense, either return (or procure the return) to us or, at your option, destroy all originals and copies of documents containing the Information or any part of it and permanently erase from any computer any document, data or file containing any Information (and, on our request, you shall confirm in writing that you have complied with this obligation) except that you and your Permitted Disclosees may retain only the Information required to be retained by you and your Permitted Disclosees pursuant to law, regulation (including any binding rules of an applicable professional body), bona fide internal compliance policy or corporate governance procedures or automated backup archiving practices, provided that in such cases any Information:

4.1                      if containing personal data, shall not be retained to the extent that the retention is in breach of applicable data protection legislation;

4.2                     can only be accessed by your IT team and compliance team; and

4.3                      shall remain subject to the terms of this Agreement for so long as you or your Permitted Disclosees so retain the Information and notwithstanding paragraph 15.

5                Acting as Principal

You confirm that you are not acting as an agent, intermediary or broker for any other person with respect to the Potential Transaction. You also confirm that you shall be responsible for your own costs whether incurred by you or by your Permitted Disclosees in connection with the Potential Transaction (whether or not it proceeds).

6                Privilege

The Recipient represents and agrees that to the extent any Information attracts any form of privilege or refers to other documents which attract any form of privilege, then such privilege shall not be waived, prejudiced or otherwise affected in any way (directly or indirectly) by being made available to the Recipient and its Permitted Disclosees. The Recipient acknowledges that the Provider and each other Disclosing Party expressly relies on such representation and agreement in permitting the Recipient and its Permitted Disclosees to have access to such Information.

7                Damages

Damages may not be adequate remedy for a breach of this Agreement and you acknowledge that the Provider may be entitled to seek the remedies of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available to the Provider.

8                No Licence

No right or licence is granted to you or to your Permitted Disclosees in relation to any Information except as expressly set out in this Agreement.

You accept that the obligations imposed on you by this Agreement may be relied upon and enforced by any Disclosing Party to the same extent as if they were a party to it as the Provider. Other than a Disclosing Party, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under, this Agreement.

10              No Waiver

No failure or delay by either party to this Agreement or a Disclosing Party in exercising any of their respective rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other exercise of such rights.

11              Assignment

You agree that the rights of the Provider under this Agreement may be assigned or transferred in whole or in part to any third party which may acquire a direct interest in any member of the Group and that any such third party may enforce this Agreement to the same extent and in the same manner as the Provider can enforce it.

12              Variation

No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties hereto.

13              Notices

Any notice, claim or demand in connection with this Agreement shall be given in writing to the relevant party at the address stated in this Agreement (or such other address as it shall previously have notified to the other party). Any notice sent by email shall be deemed received when sent, any notice sent by hand shall be deemed received when delivered and any notice sent (to the address set out at the beginning of this Agreement) by first class post shall be deemed received 48 hours after posting.

14              [Process Agent1

You irrevocably appoint [●] (the "Agent"), now of [●] in England, as your agent to accept service of process in England in any legal action or proceedings arising out of or in connection with this Agreement provided that:

14.1                   service upon the Agent shall be deemed valid service upon you whether or not the process is forwarded to or received by you;

14.2                   you shall inform the Provider, in writing, of any change in the address of the Agent within 28 days of such change;

14.3                   if the Agent ceases to be able to act as a process agent or to have an address in England, you irrevocably agree to appoint a new process agent in England, acceptable to the Provider and to deliver to the Provider within 14 days a copy of a written acceptance of appointment by the new process agent; and

14.4                   nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.]

15              Term

Save as otherwise specifically provided herein, this Agreement shall terminate and be of no further force and effect on the earlier of: (i) 36 months from the date hereof; and (ii) the date of consummation of the Potential Transaction.

 ¹  Note to draft: Required where the Potential Bidder is not registered and incorporated in England.