Co-investments and the owners behind them, on one defensible record

8. TRANSFERS AND TAG-ALONG

8.1 No Co-investor may transfer any Shares before the fourth anniversary of Completion without the prior written consent of the Lead Investor.

8.2 If the Lead Investor proposes to sell more than 50 per cent of its Shares, each Co-investor may require the buyer to acquire its Shares on the same terms and at the same price per Share.

18.3 A change of control of the Lead Investor's general partner is a Lead Investor Exit. On a Lead Investor Exit each Co-investor may sell its Shares alongside the Lead Investor, which shall use reasonable endeavours to procure an offer for them on the same terms.

9. FEES AND COMMITMENTS

9.1 No management fee or carried interest is charged on the Co-investors' Shares. Transaction costs are borne pro rata to commitments, as set out in Schedule 4, including those of deal counsel (m.ashdown@thornleigh-abbot.example).

9.2 The aggregate commitment of the Co-investors is £42,500,000, of which Quarrendon Capital has committed £12,000,000.

10. INFORMATION RIGHTS

10.1 The Lead Investor shall deliver quarterly management accounts to each Co-investor within forty-five (45) days of each quarter end.

10.2 Each Co-investor may attend the annual review meeting of the Board as an observer, subject to the confidentiality undertakings in clause 18.

10.3 The Lead Investor shall not cause the Company to incur indebtedness above £25,000,000 in aggregate without the consent of Co-investors holding a majority of the Co-investor Shares.

11. LIMITATIONS

11.1 The aggregate liability of the Lead Investor to the Co-investors under this Agreement shall not exceed 10 per cent of the Co-investors' aggregate commitment.