Terms and Conditions

1Introduction

Transition 360 Partners Ltd Limited, registered in England No: 16938324 agrees to act as advisor on behalf of the Vendor(s) and will employ all reasonable means in keeping with its current selling methods and practices to market and sell the Business by way of a Transaction. Terms defined on the signature page and in these Terms and Conditions shall have effect throughout this Agreement.

This Agreement is exclusive, and the Vendor(s) shall not engage any third party in relation to the marketing or sale of the Business (other than solicitors solely in relation to documenting any agreed sale). The Vendor(s) will be liable to pay the Transaction Fees upon completion of the Transaction, even if the Purchaser was not found by Transition 360 Partners Ltd Limited, but by another advisor or by any other person, including the Vendor(s).

Each Vendor acknowledges that Transition 360 Partners Ltd Limited is not regulated by the Financial Conduct Authority (FCA) and therefore it may only function as advisor in certain circumstances. Accordingly, each Vendor acknowledges and confirms that the purpose of this Transaction is to dispose of 50% or more of the voting shares in the Business.

2Duration of the Agreement

This Agreement shall be deemed to commence on the Commencement Date and shall continue for a minimum period of 26 weeks from the Commencement Date (the "Initial Period") and shall continue thereafter unless terminated by either party providing to the other not less than 30 days' written notice.

Notice given by the Vendor(s) to Transition 360 Partners Ltd Limited to terminate this Agreement shall only be valid if given by "Special Delivery Next Day" post to Transition 360 Partners Ltd Limited address set out in this Agreement.

3Retainer Services

The following services are included within the Retainer:

• Preparation of an opportunity summary, highlighting the key attributes of the Business
• Preparation of an Information Memorandum, detailing commercial and financial information of the Business
• Conducting research and marketing to identify potential Purchasers
• Making approaches to potential Purchasers and obtaining confidentiality undertakings where appropriate
• Acting as a primary point of contact for potential Purchasers
• Arranging and coordinating meetings with potential Purchasers
• All administration costs of Transition 360 Partners Ltd Limited in connection with the above

4Retainer and Transaction Fees

The Retainer is payable on the Commencement Date and is non-refundable. The Transaction Fees are payable on completion of the Transaction.

All amounts due to Transition 360 Partners Ltd Limited shall be paid in full without any deduction of any kind. Transition 360 Partners Ltd Limited is entitled to interest on any unpaid monies at the current Bank of England base rate plus 2% per annum.

5Protection of Personal Data

Each Vendor hereby acknowledges receipt of a copy of Transition 360 Partners Ltd Limited Privacy Notice and that each Vendor has read and understood the content. Transition 360 Partners Ltd Limited may update the Privacy Notice from time to time.

6Liability and General

Except as set out in this Agreement, Transition 360 Partners Ltd Limited provides no warranties, conditions or guarantees as to the service it provides, and all warranties, conditions, terms or guarantees implied by or expressly incorporated as a result of custom and practice, statute, common law or otherwise are hereby expressly excluded so far as permitted by law.

Notwithstanding anything to the contrary in this Agreement, Transition 360 Partners Ltd Limited does not exclude or restrict its liability for: (a) death or personal injury resulting from negligence; or (b) for fraud or fraudulent misrepresentation; or (c) any other matter for which it is unlawful to exclude or restrict liability under English law.