CCO Clear Channel Outdoor Holdings Inc

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SCHEDULE 1 CONDUCT OF BUSINESS PRIOR TO COMPLETION

SCHEDULE 2 COMPLETION OBLIGATIONS

SCHEDULE 3 POST COMPLETION ADJUSTMENTS

SCHEDULE 4 SELLER WARRANTIES

SCHEDULE 5 GROUP COMPANIES

SCHEDULE 6 PROPERTIES

SCHEDULE 7 GUARANTEES AND AMSCREEN FRAMEWORK OBLIGATIONS

SCHEDULE 8 SENIOR GROUP EMPLOYEES

SCHEDULE 9 SENIOR SELLER’S GROUP EMPLOYEES

SCHEDULE 10 TAX COVENANT

SCHEDULE 11 EXISTING IP AGREEMENTS

SCHEDULE 12 NON-INSURED SELLER WARRANTIES

SCHEDULE 13 MEDIA AGENCIES

SCHEDULE 14 SPECIFIED MATERIAL IP

Announcement

Deed of Assignment of Intellectual Property

Design and Tooling Licence

Spain Transitional Services Agreement

Steps Paper

Trade Mark Licence

Transitional Services Agreement

Voting Power of Attorney

CLEAR CHANNEL INTERNATIONAL HOLDINGS B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, its registered office address at Herikerbergweg 88, 1101CM in Amsterdam and being registered with the Dutch trade register under number 34120041 (the “Seller”);

CLEAR CHANNEL OUTDOOR, LLC, a limited liability company formed under the laws of the State of Delaware and having its principal executive office at 4830 North Loop 1604 West, Suite 111, San Antonio, Texas 78249 (the “Seller’s Guarantor”);

CLEAR CHANNEL INTERNATIONAL B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, its registered office address at Herikerbergweg 88, 1101CM in Amsterdam and being registered with the Dutch trade register under number 34118139 (the “Parent”); and

BAUER RADIO LIMITED, a private limited company incorporated and registered in England and Wales, having its registered office at Media House, Peterborough Business Park, Lynch Wood, Peterborough, United Kingdom PE2 6EA and with company number 01394141 (the “Purchaser”).

The Seller has agreed to sell the Shares (as defined below) and to assume the obligations imposed on the Seller under this Agreement.

The Purchaser has agreed to purchase the Shares and to assume the obligations imposed on the Purchaser under this Agreement.

The Seller’s Guarantor has agreed to guarantee the obligations of the Seller under this Agreement.

The Parent is a party to this Agreement principally for the purposes of Clause 4.

DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context requires otherwise, the capitalised terms set out below have the following meanings:

debit balances at banks, lenders or other financial institutions including overdrafts, financing liabilities or obligations or any moneys borrowed;

any amount raised pursuant to any note, purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the mark-to-market value of any hedging or derivative financial instruments (and for the avoidance of doubt, if such amount is an asset, it shall be included as an asset in Indebtedness);

any liabilities pursuant to recourse securitisation or factoring arrangements;

any deferred or contingent consideration not yet paid in relation to the acquisition of any business (by way of share or asset purchase agreement) by the Group Companies provided that definitive documentation is executed in respect of such acquisition before the Effective Time and such amount is or becomes payable as at or after the Effective Time;

any other amounts specifically required to be included in Indebtedness in accordance with paragraph 3 of Part A of Schedule 3;

all guarantees provided by the Group Companies in respect of the indebtedness or obligations referred to in (a) to (f) (inclusive) above, solely to the extent actually called upon; and

any premium, fees, costs and expenses paid or payable (including without limitation prepayment fees, penalties and break costs) in connection with the termination, release, discharge or repayment of facilities, borrowings or other indebtedness referred to at paragraphs (a) to (g) (inclusive) of this definition,

the top 25 concession agreements entered into by the Group (by reference to revenue for the financial year ended 31 December 2023); and

any other contract (excluding any media agency agreements) entered into by the Group with an annual financial value (revenue or expenditure) above EUR 3,500,000 for the financial year ended 31 December 2023;

in the case of a person which is a body corporate, any subsidiary undertaking or parent undertaking of that person and any subsidiary undertaking of any such parent undertaking or any entity which manages and/or advises any such entity or which is managed and/or advised by such entity, in each case from time to time;

in the case of a person which is an individual, any spouse, co-habitee and/or lineal descendants by blood or adoption or any person or persons acting in its or their capacity as trustee or trustees of a trust of which such individual is the settlor;

in the case of a person which is a limited partnership, the partners of the person or their nominees or a nominee or trustee for the person, or any investors in a fund which holds interests, directly or indirectly, in the limited partnership or any entity which manages and/or advises any such entity; and

any Related Person of any person in paragraphs (a) to (c) (inclusive) above;

an independent “big four” accounting firm, other than Deloitte Touche Tohmatsu or Ernst & Young (being KPMG or PricewaterhouseCoopers); or, failing which

an independent firm of internationally recognised accountants with an active practice in the UK focused on post-merger and acquisition purchase price resolution,

the target of U.S. sanctions, including by virtue of being designated on the lists of Specially Designated Nationals and Blocked Persons or “Foreign Sanctions Evaders” or any other sanctions list maintained by the United Nations Security Council, the Office of Foreign Assets Control of the U.S. Treasury, the U.S. Department of Commerce, the U.S. Department of State and any other agency of the U.S. government;

the target of EU sanctions, including by virtue of being designated on the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission, or any other list of persons subject to, or targeted by, Sanctions as administered, maintained and enforced by the EU or any Governmental Entity in any Member State of the European Union;

the target of UK sanctions, including by virtue of being designated on the Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation, Her Majesty’s Treasury of the UK, the UK Sanctions List maintained by the Foreign, Commonwealth and Development Office, or any other list of persons subject to, or targeted by, Sanctions administered, maintained and enforced by any Governmental Entity of the UK;

designated as subject to, or targeted by, Sanctions as administered, maintained and enforced by any government authority of any other jurisdiction in which any Group Company conducts business or owns assets;

or is part of, a government of a Sanctioned Territory;

located, organised or residing in any Sanctioned Territory; or

in the aggregate, 50 per cent. or greater owned, directly or indirectly, or otherwise controlled by a person or persons described in (a) to (f) (inclusive) above;

within the European Union, any Tax levied pursuant to Council Directive 2006/112/EC (as amended from time to time) and any other Tax of a similar nature levied in substitution for or in addition to such Tax in any member state of the European Union; and

outside the European Union, any other Tax of a similar nature wherever imposed (including value added tax levied pursuant to the UK Value Added Tax Act 1994);

References to the “Parties” are to the parties to this Agreement, and each is a “Party”.

References to “Clauses” are to the clauses of this Agreement.

References to the “Introduction” and the “Schedules” are to the introduction and schedules to this Agreement, which form part of this Agreement and have the same force and effect as if set out in the body of this Agreement.

Where any capitalised term is defined within a particular Clause in the body of this Agreement, that term shall bear the meaning ascribed to it in that Clause wherever it is used in this Agreement.

The table of contents and headings to Clauses and Schedules are included for ease of reference only, and are not to affect the interpretation of this Agreement.

In this Agreement, unless expressly stated otherwise:

the words “include” or “including” (or any similar term) are not to be construed as implying any limitation;

general words shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things;

words indicating gender shall be treated as referring to the masculine, feminine or neuter as appropriate;

a reference to a statute, statutory provision or subordinate legislation (“legislation”) refers to such legislation as it is in force at the date of this Agreement save in the case of the Seller Warranties deemed repeated at Completion where it shall be deemed to be a reference to such legislation as it is in force at the Completion Date;

any reference to any document other than this Agreement is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time;

a reference to a document “in the agreed form” means a form of document agreed by each of the relevant Parties and signed by or on behalf of each relevant Party for the purposes of identification or agreed between the Seller’s Solicitors and the Purchaser’s Solicitors (including via email) as being in the agreed form;

a reference to “in the normal course of business” or “in the ordinary course of business” or any similar expression means in the same manner and scope and to the same extent and on the same basis as the Group has carried on business during the 12 month period prior to the date of this Agreement, as applicable;

references to the time of day are to London time (unless otherwise specified in this Agreement);

a reference to something being “in writing” or “written” includes any mode of representing or reproducing words in visible form that is capable of reproduction in hard copy form, including words transmitted by email but excluding any other form of electronic or digital communication;

a reference to a document or communication being “signed” by or on behalf of any person means a manuscript or electronic (to the extent permissible under applicable law) signature by that person or his duly authorised agent or attorney (which signature may be affixed and/or transmitted by email);

any reference to a “person” includes any individual, body corporate, trust, partnership, joint venture, unincorporated association or governmental, quasi-governmental, judicial or regulatory entity (or any department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality, and any reference to a “company” includes any company, corporation or other body corporate, and any limited partnership or limited liability partnership wherever and however incorporated or established;

any reference to a “holding company” or a “subsidiary” means a “holding company” or “subsidiary” as defined in section 1159 of the UK Companies Act 2006, save that a company shall be treated for the purposes of the membership requirement contained in sections 1159(1)(b) and (c) as a member of another company even if its shares in that other company are registered in the name of (i) its nominee or (ii) another person (or its nominee) by way of security or in connection with the taking of security. Any reference to an “undertaking” shall be construed in accordance with section 1161 of the UK Companies Act 2006 and any reference to a “parent undertaking” or a “subsidiary undertaking” means respectively a “parent undertaking” or “subsidiary undertaking” as defined in sections 1162 and 1173(1) of the UK Companies Act 2006, save that an undertaking shall be treated for the purposes of the membership requirement in sections 1162(2)(b) and (d) and section 1162(3)(a) as a member of another undertaking even if its shares in that other undertaking are registered in the name of (i) its nominee or (ii) another person (or its nominee) by way of security or in connection with the taking of security. Such references to an “undertaking”, a “subsidiary undertaking” or a “parent undertaking” shall be amended, where appropriate, by the Limited Liability Partnerships (Accounts and Audit) (Application of UK Companies Act 2006) Regulations 2008;

any reference to “to the extent that” shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way;

any obligation to “procure” a certain outcome when used in relation to any party shall mean an obligation for that party to exercise, lawfully and in a manner that does not otherwise put such party in breach of any fiduciary duty, any voting rights and use any and all powers vested in it from time to time as a holder of securities, shareholder, director, officer and/or employee and attorney, or through any contractual arrangements, to ensure compliance with that obligation so far as it is reasonably able to do so, whether acting alone or (to the extent that it is lawfully able to contribute to ensuring such compliance collectively) acting with others; and

any reference to any English legal term (including any statute, regulation, by-law or other requirement of English law) for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

SALE AND PURCHASE

CONSIDERATION

The aggregate consideration for the purchase of the Shares by the Purchaser under this Agreement (the “Consideration”) shall be an amount in USD equal to the sum of:

the Initial Amount;

the Cash Balances;

the Inter-Group Financing Receivables (if any);

the Third Party Indebtedness;

the Inter-Group Financing Payables (if any);

the Working Capital Adjustment;

an amount equal to the aggregate Deferred Consideration (if any).

The Consideration shall be satisfied by the Purchaser by:

the payment of: (i) the Estimated Consideration (less an amount equal to the CCIBV Repayment Amount); and (ii) an amount equal to the CCIBV Repayment Amount, in accordance with Clauses 4.1 and 8.3 and Schedule 2;

the payment of any Deferred Consideration upon any such Deferred Consideration becoming payable from time to time in accordance with Clause 9; and

following agreement or determination of the Completion Statement, a cash payment (if any) pursuant to Clause 10.15.

Except for any payment made pursuant to Clause 8.7, if any payment is made by the Seller to the Purchaser (or vice versa) in respect of any claim for any breach of, or pursuant to any indemnity or covenant under, this Agreement (or any agreement entered into pursuant to this Agreement), the payment shall be treated as an adjustment of the Consideration paid by the Purchaser for the Shares and the Consideration shall be treated as reduced (or increased, as the case may be) by the amount of such payment.

The Seller and the Parent confirm to the Purchaser that the aggregate amount of the CCIBV Repayment Amount and the Inter-Group Financing Payables shall in no event exceed the amount of the Consideration.

REPAYMENT OF BANK DEBT

On Completion, the Purchaser shall discharge, or shall procure discharge of, all liabilities under the CCIBV Loan Documents outstanding as at the Completion Date on behalf of the Parent and the relevant Group Companies (as applicable) by (re)paying, or procuring (re)payment of, all outstanding amounts (including accrued and unpaid interest as well as any applicable break costs, prepayment fees and all other charges and costs relating to, or payable pursuant to, the CCIBV Loan Documents) to the CCIBV Financing Parties (the aforementioned outstanding liabilities the “CCIBV Repayment Amount”) to the CCIBV Redemption Account.

Subject to Clause 4.3, the Parent and/or the Seller (as applicable) shall:

use reasonable endeavours to provide an estimate of the CCIBV Repayment Amount and details of the CCIBV Redemption Account to the Purchaser and/or the Purchaser’s Solicitors no later than ten Business Days prior to the Completion Date, such notification to be provided either: (i) through the provision of the final draft CCIBV Payoff and Release Documents to the Purchaser and/or the Purchaser’s Solicitors under this Clause 4; or (ii) by email; and

notify the final CCIBV Repayment Amount and details of the CCIBV Redemption Account to the Purchaser and/or the Purchaser’s Solicitors as soon as reasonably practicable in advance of and in any event prior to the Completion Date, such notification to be provided through the provision of the fully executed CCIBV Payoff and Release Documents.

The Parent and/or the Seller (as applicable) shall use reasonable endeavours to provide to the Purchaser and/or the Purchaser’s Solicitors, no later than the date falling ten Business Days prior to the Completion Date: (i) a final draft payoff letter pertaining to the CCIBV Loan Documents (including bank guarantees and any other ancillary facilities, unless agreed between the Parties to be dealt with separately); and (ii) the final draft(s) of one or more release documents which shall release or retransfer at Completion the shares or assets of any Group Company relating to the CCIBV Loan Documents as well as any related guarantees, security interests and claims of the CCIBV Financing Parties in connection with the CCIBV Loan Documents (or, if and to the extent such release or retransfer is not possible at Completion, as soon as possible thereafter), such release or retransfer subject only to payment of the CCIBV Repayment Amount to one or more bank accounts (the “CCIBV Redemption Account”) as designated by the CCIBV Financing Parties (or the relevant agent on their behalf) in accordance with the terms of such letters or agreements (the “CCIBV Payoff and Release Documents”). The Parent agrees to discuss the final provisions of the CCIBV Payoff and Release Documents (in a form acceptable to the CCIBV Financing Parties and the relevant agents under the CCIBV Loan Documents) with the Purchaser and give reasonable consideration to any comments which the Purchaser may have on the final draft CCIBV Payoff and Release Documents provided by the Parent, the Seller and/or the Seller’s Solicitors (as applicable) to the Purchaser and/or the Purchaser’s Solicitors under this Clause 4.

CONDITIONS TO COMPLETION

Completion shall be conditional on the satisfaction or waiver (where applicable) of the following conditions:

the receipt of clearance or approval of the Transaction by the Swedish Competition Authority (or the applicable review period for the Swedish Competition Authority having expired without any suit investigation or proceeding having been initiated or any decision having been issued by the Swedish Competition Authority) (the “Swedish Merger Control Condition”);

either:

the receipt of clearance or approval of the Transaction by the Polish Competition Authority (“UOKiK”);

the applicable statutory period for UOKiK to issue such clearance or approval having expired without it having done so;

the return by UOKiK of the Parties’ notification concerning the Transaction on the basis that UOKiK does not believe that a notification to it regarding the Transaction was required; or

UOKiK issuing a decision discontinuing its investigation of the Transaction on the basis that the Transaction does not constitute a notifiable concentration in accordance with the applicable law and regulations (the “Polish Merger Control Condition”);

the Irish Competition Authority issuing a clearance determination in respect of the Transaction pursuant to sections 21(2)(a), 22(3)(a) or 22(3)(c) of the Irish Competition Act 2002 (the “Irish Competition Act”) or the relevant periods under sections 19(1) and 21(2) of the Irish Competition Act having elapsed without a determination being issued by the Irish Competition Authority (the “RoI Merger Control Condition”); and

either:

the UK Competition and Markets Authority (the “CMA”) having confirmed in writing that it has no further questions in relation to the Transaction following the submission of a briefing paper to it and, as at the date on which all other Conditions are satisfied or waived, in relation to the Transaction, the CMA not having:

issued a further request for information subsequent to an initial ‘no further questions’ response, provided that if another ‘no further questions’ confirmation is given following a response to any such request for information, then this Clause 5.1.4(a)(i) shall be deemed not to apply;

requested submission of a merger notice pursuant to section 96 of the Enterprise Act 2002 (the “EA2002”);

opened, or indicated to the Seller or the Purchaser in writing that it will open, a Phase 1 investigation; or

requested documents, information or attendance by witnesses (including under section 109 of the EA2002) which may indicate that it is considering whether to request submission of a merger notice or whether to commence the aforementioned statutory review period, provided that if a ‘no further questions’ confirmation is given following a response to any such request, then this Clause 5.1.4(a)(iv) shall be deemed not to apply; or

in the event of the condition at Clause 5.1.4(a) not being satisfied by reason of the CMA opening a Phase 1 investigation, the clearance or approval of the Transaction by the CMA (including by way of a ‘found not to qualify’ decision, or a decision not to refer the Transaction pursuant to section 33 EA2002) (the “UK Merger Control Condition”),

The Purchaser shall, at its own cost, and subject to Clause 5.4, always act in good faith and use reasonable endeavours to ensure that the Conditions are fulfilled as soon as reasonably practicable after the date of this Agreement and in any event prior to the Long Stop Date (or the Extended Long Stop Date, if applicable). Without prejudice to the generality of this Clause 5.2, the Purchaser shall in any event:

have primary responsibility for obtaining the relevant consents and approvals from the applicable Governmental Entities (as detailed in Clause 5.1) which are required to satisfy the Conditions and shall pay any applicable filing fees in respect of the same;

as soon as reasonably practicable after the date of this Agreement, and in any event no later than 15 Business Days after the date of this Agreement (and to the extent that it has not already done so), prepare and submit the following submissions, filings and/or notifications to the applicable Governmental Entities:

all necessary draft merger notifications required to satisfy the Swedish Merger Control Condition and the RoI Merger Control Condition and complete merger notifications required to satisfy the Polish Merger Control Condition; and

a briefing paper concerning the Transaction to the CMA;

make and progress all such submissions, notifications and/or filings with the relevant Governmental Entities with all due diligence and in accordance with any and all applicable time limits;

agree to enter into and progress in full any Phase 2 (or equivalent) proceeding or investigation, to the extent that any consents and approvals from the applicable Governmental Entities (as detailed in Clause 5.1) are not obtained in Phase 1 (or equivalent);

provide all information which is requested or required by a Governmental Entity in respect of the submissions, filings and/or notifications referred to in Clause 5.2.3 promptly and in any event in accordance with any applicable time limits (save to the extent of any delay in doing so arising from a failure by the Seller to comply with its obligations under this Clause 5);

promptly notify the Seller and the Seller’s Solicitors (and provide copies or, in the case of non-written communications, details) of any material communications with any Governmental Entity;

initiate communications, whether in writing or verbally, with any Governmental Entity in respect of the submission, filing and/or notification of the Transaction, only after prior consultation with the Seller or the Seller’s Solicitors (and take into account any reasonable comments and requests of the Seller and the Seller’s Solicitors or other advisers) and only to the extent that those communications are not routine or administrative in nature;

provide the Seller and the Seller’s Solicitors with a draft of all submissions, notifications, filings and other communications (other than routine or administrative correspondence) to be submitted to any Governmental Entity (including any supporting documentation or information reasonably requested by the Seller or the Seller’s Solicitors) at least two Business Days prior to submission (or longer if reasonably necessary for the Seller and the Seller’s Solicitors to review and provide comments) and take into account the reasonable comments of the Sellers’s Solicitors on such submissions, notifications, filings and other communications, provided that such submissions, notifications, filings and other communications may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law and that portions of such submissions that are competitively sensitive may be designated as “outside antitrust counsel only”. For the avoidance of doubt, the Purchaser shall not make any submissions, notifications or filings to any Governmental Entity without the prior consent of the Seller, such consent not to be unreasonably withheld or delayed;

where permitted by a Governmental Entity and requested by the Seller, allow persons nominated by the Seller (acting reasonably) (which may include the Seller’s Solicitors) to attend all meetings (and participate in all telephone or other conversations) with any Governmental Entity and to make oral submissions at such meetings (or telephone or other conversations) unless not permitted by such Governmental Entity; and

regularly review and consult with the Seller and the Seller’s Solicitors regarding the progress of any notifications or filings to any Governmental Entity and the strategy for obtaining any consents and approvals from the applicable Governmental Entity (as detailed in Clause 5.1) (and take into account any reasonable comments and requests of the Seller and the Seller’s Solicitors).

The Seller shall:

promptly provide the Purchaser or any relevant Governmental Entity with such information and documents (to the extent in its possession and/or under its control) reasonably required by the Purchaser to assist the Purchaser in fulfilling the Conditions as soon as is reasonably practicable, provided that such information and documents may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable law and that portions of such information and documents that are competitively sensitive may be designated as “outside antitrust counsel only”;

promptly notify the Purchaser and the Purchaser’s Antitrust Solicitors (and provide copies or, in the case of non-written communications, details) of any material communications with any Governmental Entity; and

provide the Purchaser and the Purchaser’s Antitrust Solicitors with a draft of all submissions, notifications, filings and other communications (other than routine or administrative correspondence) to be submitted to any Governmental Entity (including any supporting documentation) at least two Business Days prior to submission (or longer if reasonably necessary for the Purchaser and the Purchaser’s Antitrust Solicitors to review and provide comments) and take into account the reasonable comments of the Purchaser’s Antitrust Solicitors on such submissions, notifications, filings and other communications, provided that such submissions, notifications, filings and other communications may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law and that portions of such submissions that are competitively sensitive may be designated as “outside antitrust counsel only”. For the avoidance of doubt, the Seller shall not make any such submissions, notifications or filings to any Governmental Entity without the prior consent of the Purchaser, such consent not to be unreasonably withheld or delayed.

Nothing in this Clause 5 shall impose any obligation on the Purchaser or any other member of the Purchaser’s Group to offer, agree and/or accept the imposition of any conditions and/or commitments in connection with the satisfaction of the Conditions (including without limitation any conditions or commitments requiring the Purchaser’s Group or the Group Companies to dispose of any business, undertaking or asset or to agree to any restraint or restrictions in respect of the carrying on of their respective businesses).

The Purchaser undertakes that it will not, and shall procure that no member of the Purchaser’s Group shall, either alone or acting in concert with others:

acquire or offer to acquire (or cause another person to acquire or to offer to acquire); or

progress or contemplate (or cause another person to progress or contemplate) arrangements that, if carried into effect, would result in the acquisition of, in each case, an interest in a competing business to the Group’s business or in any other business where such acquisition, offer, progression or contemplation is reasonably likely to materially prejudice or delay the satisfaction of the Conditions.

Without prejudice to the Purchaser’s obligations under the remaining provisions of this Clause 5 (save for Clause 5.2.4), the Purchaser shall notify the Seller promptly upon, and in any event within two Business Days of, determining in its absolute discretion that it does not wish to accept or agree to any condition, obligation and/or reservation required by the Swedish Competition Authority, the Polish Competition Authority, the Irish Competition Authority or the CMA (as applicable) in order to satisfy any of the Conditions (a “Condition Non-Satisfaction Notice”).

The Purchaser shall notify the Seller promptly upon, and in any event within two Business Days of, becoming aware that any Condition has been satisfied or waived (where applicable).

If any of the Conditions have not been satisfied or waived (where applicable) by the Long Stop Date, but either the Purchaser or the Seller reasonably believes that such Condition is still capable of being satisfied, such Party may, no earlier than 10 Business Days prior to the Long Stop Date and no later than the Long Stop Date, elect to extend the Long Stop Date to the date falling 24 months following the date of this Agreement (subject to Clause 7.7) (the “Extended Long Stop Date”), by notice in writing to the other Parties.

If any of the Conditions have not been satisfied or waived (where applicable) by the Long Stop Date (or the Extended Long Stop Date, if applicable, or such later date as the Parties may agree in writing), this Agreement shall automatically terminate (other than the Surviving Provisions).

If, before the Long Stop Date (or the Extended Long Stop Date, if applicable):

the Swedish Competition Authority, the Polish Competition Authority, the Irish Competition Authority or the CMA (as applicable) prohibits the Transaction in writing; or

the Purchaser serves a Condition Non-Satisfaction Notice,

If this Agreement is automatically terminated pursuant to either Clause 5.9 or 5.10, the Purchaser shall pay to the Seller in immediately available funds (without set-off or deduction) the Termination Fee within fifteen Business Days following the date of such termination of this Agreement.

The Purchaser acknowledges and agrees that the covenant contained in Clause 5.11 is an integral part of the transactions contemplated by this Agreement and that, without this covenant from the Purchaser, the Seller would not enter into this Agreement. The Parties further acknowledge and agree that the Termination Fee is the Seller’s sole and exclusive remedy should this Agreement be terminated pursuant to Clauses 5.9 or 5.10, save if the Purchaser fails to pay the Termination Fee when due to the Seller pursuant to Clause 5.11.

SIGNING

Upon execution by the Seller of this Agreement the Seller shall deliver or procure to be delivered to the Purchaser:

a copy of this Agreement duly executed by the Seller, the Seller’s Guarantor and the Parent;

a copy of the Equity Commitment Letter signed by the Seller;

a copy of the Seller Disclosure Letter signed by the Seller;

a copy of the Spain IP Licence duly executed by the parties thereto;

a copy of the Confidentiality Agreement Termination Agreement signed by Clear Channel Outdoor Holdings, Inc; and

a copy of the minutes of the meeting of the board of directors of each of the Seller, the Parent and the Seller’s Guarantor at which this Agreement and each of the other Transaction Documents to which the Seller, the Parent and the Seller’s Guarantor is a party (as applicable) and the transactions contemplated by them were approved and the execution of this Agreement and each of the other Transaction Documents to which the Seller, the Parent and the Seller’s Guarantor is a party (as applicable) by the person or persons executing them on behalf of the Seller, the Parent or the Seller’s Guarantor (as applicable) was authorised.

Upon execution by the Purchaser of this Agreement, the Purchaser shall deliver or procure to be delivered to the Seller:

a copy of this Agreement duly executed by the Purchaser;

a copy of the Seller Disclosure Letter countersigned by the Purchaser;

a copy of the Equity Commitment Letter signed by the parties thereto other than the Seller;

a copy of the Confidentiality Agreement Termination Agreement signed by Heinrich Bauer Verlag KG; and

a copy of the minutes of the meeting of the board of directors of the Purchaser at which this Agreement and each of the other Transaction Documents and the transactions contemplated by them were approved and the execution of this Agreement and each of the other Transaction Documents to which the Purchaser is a party by the person or persons executing them on behalf of the Purchaser was authorised.

PERIOD BEFORE COMPLETION

Except as otherwise consented to in writing by the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), between the date of this Agreement and Completion, the Seller shall procure that the business of each Group Company is carried on in all material respects in the ordinary course (which, for the avoidance of doubt, shall not require any member of the Seller’s Group to inject new capital into the Group in the form of equity funding) and shall comply with the obligations set out in Schedule 1.

Nothing in Clause 7.1 shall prevent any Group Company from undertaking, or require the Purchaser’s consent in relation to, any of the following on or prior to Completion:

any matter required by Law, court order or regulation binding on, or by any Governmental Entity with jurisdiction over, the Seller or any other member of the Seller’s Group (including any Group Company);

any matter required to comply with generally accepted accounting practices applicable to a Group Company at Completion;

the implementation of any transaction or the taking of any action expressly permitted or expressly provided for by any Transaction Document;

the settlement of any amount, loan or other financing liability or obligation that would, if outstanding at the Effective Time, constitute an Inter-Group Financing Payable, Inter-Group Financing Receivable, Inter-Group Trading Payable or Inter-Group Trading Receivable;

the implementation of any transaction or the taking of any action relating to the Rationalisation in accordance with, or pursuant to, the Steps Paper;

the implementation of: (i) the merger of Clear Channel Norway Infrastructure Holding AS into Clear Channel Norway AS; and (ii) the merger of Clear Channel Bergen Bikes AS, Clear Channel Oslo Bikes AS, Clear Channel Oslo Bus Shelters AS and Clear Channel Trondheim Bikes AS into UIP Clear Channel AS;

the implementation of the recapitalisation of Clear Channel Estonia OÜ;

the execution of an obligation existing at the date of this Agreement (to the extent Disclosed);

any matter reasonably undertaken by any Group Company in an emergency or disaster situation (including, in whole or in part, as a result of, or in connection with, the COVID-19 or the SARS-CoV-2 virus or any evolution or mutation thereof) with the intention of minimising any adverse effect of such situation in relation to the Group, including any action for the purpose of protecting the health and welfare of the Group Companies’ employees and/or the general public or preventing physical injury to, or the ill health of, any person including compliance with any recommendation made or guidance provided by a Governmental Entity relevant to a Group Company or its business in connection with COVID-19 or the SARS-CoV-2 virus or any evolution or mutation thereof; or

any matter undertaken at the written request or with the written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed).

In the event that the Purchaser does not respond to a request for consent within 10 Business Days of receipt of such request, the Purchaser shall be automatically deemed to have consented to such matter. The Seller must send any such request for consent to Vivian Mohr, Peter Brimacombe, Christoph Vaske and Hayley Knaggs by email to the following email addresses: [***], [***], [***] and [***], with a copy to [***].

In no circumstances is this Clause 7 intended to allow the Purchaser the ability to control the Group.

The Seller shall procure that the Rationalisation is effected in accordance with the relevant steps of the Steps Paper prior to Completion and shall promptly provide to the Purchaser evidence of the completion of such steps prior to Completion.

The Seller agrees: (i) that no amendments to the Steps Paper that have or will have an adverse effect on any Group Company, the Purchaser or the Purchaser’s Group shall be made without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); and (ii) to notify the Purchaser promptly upon making any amendments to the Steps Paper that have any effect on any Group Company, the Purchaser or the Purchaser’s Group.

Subject to Clause 7.8 and without prejudice to any other right or remedy available to it, the Purchaser shall not be obliged to complete the purchase of the Shares and shall be entitled to terminate this Agreement by written notice to the Seller if, between the date of this Agreement and Completion:

a Group Company disposes of any material part of its assets or undertaking, or of any asset;

a Group Company creates, allots or issues any share capital or loan capital;

a Group Company transfers or permits the transfer of or registers the transfer of any shares or securities in its capital, provided that any transfer, grant of permission to transfer or registration of transfer of shares in any security or securities in the capital of any Group Company arising in connection with the obligations of the relevant members of the Seller’s Group under the CCIBV Credit Agreement shall not be prohibited; or

a Group Company creates, issues, redeems or grants any option or right to subscribe for any share capital or loan capital,

The Parties agree that Clause 7.7 shall not apply in respect of, or take into account, any action to the extent that: (i) such action would otherwise be permitted to be undertaken by a Group Company pursuant to Clauses 7.1 and/or 7.2; (ii) the Purchaser provides its prior written consent to any such action; or (iii) the Seller has remedied the Trigger Event (if capable of remedy) to the Purchaser’s reasonable satisfaction within 10 Business Days following receipt of notice in writing from the Purchaser requiring such remedy.

If at any time prior to Completion, the Seller becomes aware of any matter that would reasonably be expected to give rise to a right for the Purchaser to terminate this Agreement pursuant to Clause 7.7, it shall promptly notify the Purchaser in writing and with sufficient details (to the extent known) to enable the Purchaser to make an accurate assessment of the situation.

Any termination of this Agreement by the Purchaser under Clause 7.7 shall be without prejudice to the Purchaser’s other rights under this Agreement (including the right to claim damages or otherwise).

Subject to compliance with any applicable Laws, from the date of this Agreement until Completion, the Seller shall provide to the Purchaser (or procure the provision to the Purchaser of):

monthly reports in relation to the Group Companies in a form to be agreed between the Parties following the date of this Agreement (each acting reasonably and in good faith), as soon as reasonably practicable following the end of each calendar month;

updates with respect to any current and future awards (or vesting of the same) for the benefit of Employees under the Seller’s Group’s long-term incentive plan arrangements (including as a result of any determination made by Clear Channel Outdoor Holdings, Inc.’s compensation committee with respect to the same); and

such other information and access (including any questions relating to the items in Clauses 7.11.1 or 7.11.2) as is reasonably requested by the Purchaser for integration planning purposes and provided always that: (i) all such requests are directed solely to Matthew Maher ([***]) of Clear Channel Outdoor Holdings, Inc.; and (ii) such access does not unreasonably interfere with the operations of the Group Companies.

Subject to any determination referred to in Clause 7.11.2, to the extent that it relates to any awards made in favour of the Relevant Employee before the date of this Agreement, the Seller shall procure that any awards made for the benefit of Employees under the Seller’s Group’s long-term incentive plan arrangements have either vested or lapsed by, or shortly after, Completion. The Seller shall further procure that no member of the Seller’s Group makes a recharge after Completion to any Group Company in respect of the Seller’s Group’s long-term incentive plan arrangements.

With respect to any awards made in favour of the Relevant Employee under the Seller’s Group’s long-term incentive plan arrangements which may be paid-out following Completion, the Seller shall be solely responsible for satisfying, and undertakes to the Purchaser to satisfy, the vesting and/or payment of such awards (as applicable). In such circumstances, the Seller undertakes to the Purchaser to withhold from any such payment (whether in cash or otherwise) to the Relevant Employee an amount equal to the Seller’s reasonable best estimate of any income tax and employee National Insurance contributions (or the equivalent Taxes in any jurisdiction outside the UK) which arise in connection with such payment and which become payable, or are required to be withheld or accounted for, by any Group Company, and the Seller further undertakes to the Purchaser to pay such amount to the Purchaser reasonably promptly following the withholding (and in any event prior to the relevant Group Company’s onward payment obligation deadline).

The Seller undertakes that, between the date of this Agreement and Completion:

it shall use reasonable endeavours to ensure that Clear Channel Tech, S.L.U. ceases to have a negative net equity by the Completion Date;

save in respect of the renewal of any existing stand-alone policies of insurance of the Group Companies on substantially the same terms, it shall procure that no stand-alone material policies of insurance in respect of the Group Companies that would be in effect following the Completion Date shall be put in place without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed); and

it shall not artificially accelerate or defer any orders under the Amscreen Agreements in a manner that is outside of the ordinary course of business (provided that, for the avoidance of doubt, anything contemplated by the LRF (subject to any additional updates in the Budget Document) shall be considered to be in the ordinary course of business).

Between the date of this Agreement and Completion, the Seller and Purchaser shall work together in good faith to discuss and agree a form of notification to be used by the Seller to notify certain third parties (including material customers and suppliers of the Group) in relation to the Transaction.

Between the date of this Agreement and Completion, the Seller will use reasonable endeavours to ensure that the contract between CC International Limited and Navex EthicsPoint and Navex RiskRate relating to, amongst other things, certain whistleblowing and sanctions services, is split following Completion so that, as soon as reasonably practicable following Completion, each of the Group and the Seller’s Group has its own independent contract and database and neither one can access the other’s data relating to such contract.

Between the date of this Agreement and Completion, the Seller shall use reasonable endeavours:

to effect the following appointments and resignations (with effect from Completion): (i) such persons as the Purchaser shall nominate no later than 15 Business Days prior to the Completion Date to be appointed as directors (or local equivalent) of each Group Company; (ii) such persons as the Purchaser shall nominate no later than 15 Business Days prior to the Completion Date to resign as directors (or local equivalent) of each Group Company; (iii) such persons as the Purchaser shall nominate no later than 15 Business Days prior to the Completion Date to resign as company secretary (or local equivalent) of each Group Company; and (iv) if so requested by the Purchaser, no less than 15 Business Days prior to the Completion Date, the resignation of the existing auditors of each Group Company; and

with respect to the operation of each bank account of each Group Company (with effect from Completion), to effect such changes as the Purchaser shall specify no later than 15 Business Days prior to the Completion Date.

The Seller undertakes to procure that the Company shall, between the date of this Agreement and Completion, comply with all of its obligations under the Other Insurance Policy, provided that, in relation to an obligation to make a notification of a potential claim pursuant to clause 10 of the Other Insurance Policy (a “Notification”), the Seller shall be deemed to have complied with that obligation if the Seller has promptly, following submission of such Notification, provided the Purchaser with a copy of that Notification (together with any supporting documents submitted with the Notification or otherwise pertaining to the subject matter of the Notification), and: (i) the Purchaser has not, within 5 Business Days of receipt of such Notification, confirmed to the Seller in writing that the Purchaser (acting reasonably) considers that the Notification does not comply with clause 10 of the Other Insurance Policy, detailing the remediation required to make such Notification sufficient; or (ii) following such confirmation as described in limb (i) above having been given by the Purchaser, an amended or further Notification is made which reflects the remediation required by the Purchaser, and in this regard the Seller and the Purchaser undertake to co-operate in good faith to agree the form of an amended Notification (or further Notification) as soon as reasonably practicable following any Purchaser confirmation as described in limb (i) above).

Nothing done in order to comply with Clause 7.18 shall constitute a breach of the obligations set out in Schedule 1.

COMPLETION

Completion shall take place at the offices of the Seller’s Solicitors:

on the final Business Day of the month in which notice of satisfaction or waiver (where applicable) of the last of the Conditions to be satisfied or waived is served in accordance with Clause 17, provided that, if such notice is served on a date where there are 15 or fewer Business Days remaining in the month, Completion shall take place on the final Business Day of the immediately following month; or

at such other date and time as the Seller and the Purchaser may agree in writing,

At Completion, the Seller and the Purchaser shall comply with their respective obligations as specified in Schedule 2.

On Completion, in accordance with Schedule 2 (and subject always to the provisions of paragraph(s) 2.1 and 2.2 of Schedule 2), the Purchaser shall pay an amount to the Seller which is equal to the “Estimated Consideration”, being:

the Initial Amount;

the Estimated Cash;

the Estimated Inter-Group Financing Receivables (if any);

the Estimated Third Party Indebtedness;

the Estimated Inter-Group Financing Payables (if any);

the Estimated Working Capital Adjustment,

At least seven Business Days prior to the Completion Date, the Seller shall deliver to the Purchaser a statement (the “Estimated Completion Statement”) of:

the Estimated Cash;

the Estimated Third Party Indebtedness (if any);

the Estimated Inter-Group Financing Receivables (if any);

the Estimated Inter-Group Financing Payables (if any);

the Estimated Working Capital (including the Estimated Inter-Group Trading Receivables (if any) and the Estimated Inter-Group Trading Payables (if any); and

the Estimated Working Capital Adjustment,

The Estimated Completion Statement shall be expressed in USD.

The Seller’s notification pursuant to Clause 8.4 shall (if applicable) specify the relevant debtor and creditor for each Estimated Inter-Group Financing Payable and Estimated Inter-Group Financing Receivable.

Immediately on Completion (if applicable):

the Purchaser shall procure that each relevant Group Company settles to the relevant member of the Seller’s Group the amount of any Estimated Inter-Group Financing Payables and shall acknowledge on behalf of the applicable Group Companies the payment of the Estimated Inter-Group Financing Receivables in accordance with Clause 8.7.2; and

the Seller shall procure that each relevant member of the Seller’s Group settles to the relevant Group Companies the amount of any Estimated Inter-Group Financing Receivables and shall acknowledge on behalf of each relevant member of the Seller’s Group the payment of the Estimated Inter-Group Financing Payables in accordance with Clause 8.7.1.

The repayments made pursuant to Clause 8.7 shall be adjusted in accordance with Clause 10.14 when the Completion Statement becomes final and binding in accordance with Clause 10.2.

Unless otherwise agreed in writing, the Seller shall procure that any contracts, agreements or other arrangements in force between a member of the Group and a member of the Seller’s Group (other than, for the avoidance of doubt, any Transaction Document, the Spain IP Licence or any Inter-Group Financing Payable, Inter-Group Financing Receivable, Inter-Group Trading Payable or Inter-Group Trading Receivable) are terminated on or prior to Completion.

If the Purchaser, the Parent or the Seller fails to comply with any obligation specified in Schedule 2 as required by Clause 8.2: (i) the Seller shall be entitled by written notice to the Purchaser (in the case of breach by the Purchaser); or (ii) the Purchaser shall be entitled by written notice to the Seller (in the case of breach by the Seller or the Parent):

to defer Completion for a period of at least two Business Days (but not more than 10 Business Days), in which case the provisions of this Agreement shall apply to Completion as so deferred;

to require the Parties to effect Completion so far as practicable having regard to the defaults that have occurred; or

subject to Completion having first been deferred under Clause 8.10.1, to terminate this Agreement,

DEFERRED CONSIDERATION

With respect to the NS Railways Claim, the Utrecht Claims and the Contested Belgian Municipality Taxes Matter (each a “Deferred Consideration Matter” and, together, the “Deferred Consideration Matters”) following Completion:

the Purchaser shall, and shall procure that the relevant members of the Purchaser’s Group shall, use reasonable endeavours to pursue the Deferred Consideration Matters in favour of the relevant Group Companies (provided that, subject to Clauses 9.1.3 and 9.1.4, the Purchaser shall assume sole conduct of any related proceedings, negotiations or appeals and be entitled in its absolute discretion to take such action as it deems necessary in pursuing the Deferred Consideration Matters);

the Seller shall indemnify the Purchaser and each relevant member of the Purchaser’s Group on an as-incurred basis against 50 per cent. of all reasonable external costs and expenses (including legal and professional costs and expenses) that are directly incurred by the Purchaser’s Group following Completion in connection with the conduct of the Deferred Consideration Matters;

with effect from Completion, the Purchaser shall consult with the Seller in relation to the conduct of the Deferred Consideration Matters, which shall include:

regularly reviewing with the Seller (on a quarterly basis or more frequently if reasonably required by the Seller) the progress and proposed strategy of each Deferred Consideration Matter;

keeping the Seller fully informed of all material developments and consulting with the Seller in a timely manner with respect to each material step, action or decision to be taken in connection with a Deferred Consideration Matter (and taking into account the Seller’s reasonable comments regarding any such material step, action or decision); and

providing to the Seller in a timely manner all:

material communications; and

drafts of submissions or filings (or equivalent) proposed to be made by or on behalf of the Purchaser’s Group,

the Purchaser shall not, and shall procure that the members of the Purchaser’s Group shall not, without the prior written consent of the Seller (acting reasonably): (i) offer or accept any settlement with respect to any Deferred Consideration Matter; or (ii) cease to pursue any Deferred Consideration Matter; and

the Purchaser shall pay to the Seller in cash, as additional consideration for the Shares from time to time, 50 per cent. of any amount(s) actually recovered and/or obtained by the Purchaser’s Group from the applicable defendant(s) (or any affiliates thereof) in connection with the Deferred Consideration Matters, net of any Taxes (including any Transfer Taxes) thereon, as promptly as reasonably practicable following any such recovery (each such amount being “Deferred Consideration”).

The Seller may, at its absolute discretion, elect to forfeit its right to receive any Deferred Consideration in respect of any one or more Deferred Consideration Matters by notice in writing to the Purchaser, following which all of its rights and obligations under this Clause 9 in respect of such Deferred Consideration Matter(s) shall lapse (save with respect to the payment of any Deferred Consideration or costs and expenses that became payable prior to the date of such notice pursuant to Clauses 9.1.5 and 9.1.2, respectively).

The payment of any Deferred Consideration by the Purchaser to the Seller shall be made in USD upon any such Deferred Consideration becoming payable from time to time in accordance with Clause 9.1.5. The obligations of the Purchaser under this Clause 9 shall lapse on the expiration of a period of seven years following the Completion Date (save with respect to the payment of any Deferred Consideration that became payable prior to such expiry date).

POST-COMPLETION ADJUSTMENTS

The Purchaser shall procure that there shall be drawn up a draft of the Completion Statement (the “Draft Completion Statement”) in accordance with Part A and Part B of Schedule 3 in relation to the Group.

The Draft Completion Statement as agreed or determined pursuant to paragraph 4 of Part A of Schedule 3:

shall constitute the Completion Statement for the purposes of this Agreement; and

shall be final and binding on the Parties.

The Working Capital, the Cash Balances, the Third Party Indebtedness, the Inter-Group Financing Receivables and the Inter-Group Financing Payables shall be derived from the Completion Statement.

If the Cash Balances are less than the Estimated Cash, the Seller shall repay to the Purchaser an amount equal to the deficiency in accordance with Clause 10.15.

If the Cash Balances are greater than the Estimated Cash, the Purchaser shall pay to the Seller an additional amount equal to the excess in accordance with Clause 10.15.

If the Third Party Indebtedness is greater than the Estimated Third Party Indebtedness, the Seller shall repay to the Purchaser an amount equal to the excess in accordance with Clause 10.15.

If the Third Party Indebtedness is less than the Estimated Third Party Indebtedness, the Purchaser shall pay to the Seller an additional amount equal to the deficiency in accordance with Clause 10.15.

If the Inter-Group Financing Receivables are less than the Estimated Inter-Group Financing Receivables, the Seller shall repay to the Purchaser an amount equal to the deficiency in accordance with Clause 10.15.

If the Inter-Group Financing Receivables are greater than the Estimated Inter-Group Financing Receivables, the Purchaser shall pay to the Seller an additional amount equal to the excess in accordance with Clause 10.15.

If the Inter-Group Financing Payables are greater than the Estimated Inter-Group Financing Payables, the Seller shall repay to the Purchaser an amount equal to the excess in accordance with Clause 10.15.

If the Inter-Group Financing Payables are less than the Estimated Inter-Group Financing Payables, the Purchaser shall pay to the Seller an additional amount equal to the deficiency in accordance with Clause 10.15.

If the Working Capital Adjustment is less than (or is more negative than) the Estimated Working Capital Adjustment, the Seller shall repay to the Purchaser an amount equal to the deficiency in accordance with Clause 10.15.

If the Working Capital Adjustment exceeds (or is less negative than) the Estimated Working Capital Adjustment, the Purchaser shall pay to the Seller an additional amount equal to the excess in accordance with Clause 10.15.

Following the determination of the Completion Statement pursuant to Clauses 10.2 and 10.3 and paragraph 4 of Schedule 3, if an amount is payable pursuant to Clause 10.8, Clause 10.9, Clause 10.10 or Clause 10.11 (or if the amount of Inter-Group Trading Payables and Inter- Group Trading Receivables are different to the amount of Estimated Inter-Group Trading Payables and Estimated Inter-Group Trading Receivables, respectively) then the Seller and the Purchaser shall procure that such adjustments to the repayments pursuant to Clause 8.7 (or Clauses 11.1 and 11.2 in respect of Inter-Group Trading Receivables and Inter-Group Trading Payables) are made as are necessary to ensure that (taking into account such adjustments and any settlements made since the Effective Time) the actual amount of each Inter-Group Financing Payable, each Inter-Group Financing Receivable, each Inter-Group Trading Payable and each Inter-Group Trading Receivable has been repaid by each relevant Group Company to the relevant member of the Seller’s Group or by the relevant member of the Seller’s Group to the relevant Group Company, as the case may be (which shall be in full and final settlement of such balances).

The Parties agree that, once the Completion Statement is agreed or determined pursuant to paragraph 4 of Part A of Schedule 3, the sums which the Purchaser and Seller are respectively obliged to pay pursuant to Clauses 10.4 to 10.13 (inclusive) shall be aggregated and netted off and/or set off against each other (as applicable). Whichever of the Seller or the Purchaser is then left with any payment obligation under Clauses 10.4 to 10.13 (inclusive), shall make the applicable payment(s).

Any payment to be made pursuant to Clause 10.15 shall be made on or before the Final Payment Date.

Where any payment is required to be made pursuant to Clause 10.15 the payment made on account of the Consideration shall be reduced or increased accordingly.

POST-COMPLETION OBLIGATIONS

The Purchaser shall procure that each relevant Group Company repays to the relevant member of the Seller’s Group the amount of any Estimated Inter-Group Trading Payables (if any) within 20 Business Days following Completion (or in the ordinary course of trading, if earlier).

The Seller shall procure that each relevant member of the Seller’s Group repays to the relevant Group Company the amount of any Estimated Inter-Group Trading Receivables (if any) within 20 Business Days following Completion (or in the ordinary course of trading, if earlier).

Following Completion, the Seller undertakes to the Purchaser that it shall, upon instruction by the Purchaser (acting reasonably and in good faith), bring a claim (or procure that a claim is brought by the Seller’s Group) on behalf of the Group Companies, in respect of any loss of the Group Companies occurring prior to Completion (to the extent that such loss has not been expressly taken into account in the Completion Statement), under any insurance policy of the Seller’s Group which relates to the period prior to Completion and which operates on an occurrence basis, and in the event of any such claim, the Seller’s Group shall:

co-operate with the Purchaser and the Group Companies and take such actions as the Purchaser may reasonably request with respect to the making and progression of any such claim, provided that the Seller’s Group shall not be required to take any action which would reasonably be expected to have a material adverse effect on the Seller’s Group, its relationship with its insurers or its insurance coverage; and

pay any monies received from insurers under the relevant insurance policy in respect of such loss (after taking into account any deductible under the insurance policy and less: (i) any Tax suffered on the proceeds; and (ii) all reasonable costs incurred by the Seller’s Group in connection with the claim) to the relevant Group Company as soon as practicable after receipt.

The Seller acknowledges and agrees that the only obligations and liabilities that the Group Companies shall have following Completion with respect to Clear Channel España, S.L.U. shall be: (i) the obligations and liabilities under each of the Spain Transitional Services Agreement, the Spain IP Licence, the Design and Tooling Licence and the Trade Mark Licence; and (ii) the relevant obligations and liabilities expressly set out in this Agreement.

WARRANTIES, UNDERTAKINGS AND SPECIFIC INDEMNITIES

Subject to Clause 13, the Seller warrants to the Purchaser that each Seller Warranty is true, accurate and not misleading as of the date of this Agreement.

Subject to Clause 13, the Seller warrants to the Purchaser that each Seller Warranty is true, accurate and not misleading as of the Completion Date, on the basis that any reference to the “date of this Agreement” in a Seller Warranty (as applicable) shall, for the purposes this Clause 12.2, be deemed to be a reference to the “Completion Date”.

The Seller Warranties (other than the Fundamental Seller Warranties):

as given pursuant to Clause 12.1, are given subject to any matters Disclosed in the Seller Disclosure Letter; and

as given pursuant to Clause 12.2, are given subject to any matters Disclosed in the Seller Disclosure Letter or the Seller Completion Disclosure Letter, provided that the Seller Completion Disclosure Letter shall only disclose specific events, facts or circumstances which either: (i) have arisen following the date of this Agreement (including, for the avoidance of doubt, pursuant to any change in legislation in force at the date of this Agreement); or (ii) in respect of Seller Warranties which are qualified by the awareness of the Seller, have arisen before the date of this Agreement, but which the Seller only became aware of after the date of this Agreement.

Without prejudice to any of the Seller Warranties, the Seller does not give nor make any warranty or representation as to the accuracy of the forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser on or prior to the date of this Agreement, including in the Information Memorandum or any other documents provided in the Data Room.

Save in respect of paragraphs 2.2 to 2.5 inclusive and paragraph 3.3 of Schedule 4, the Seller Warranties shall not apply in respect of CCTL and references to the “Group” and “Group Company” shall be construed accordingly.

Where a Seller Warranty is qualified by the knowledge, information, belief or awareness of the Seller, such qualification shall be deemed to refer to the actual knowledge as of the relevant date each Seller Warranty is given of each of Justin Cochrane, Adam Tow, Sarah Tolia, Will Ramage, Richard Bon, André Azadehdel, Raju Shah and Kate Douglas (or, for the purposes of Clause 12.2, in the event that any such person ceases to be employed by the Group prior to Completion, any individual subsequently appointed or engaged by the Group prior to Completion to perform the same or substantially the same role with the same or substantially the same title), having made reasonable enquiries of the Senior Group Employees, Daryl Hall and Jo Sudaria (save in respect of Sarah Tolia, who shall not be required to make any enquiries of the Senior Group Employees, Daryl Hall or Jo Sudaria).

The Seller waives any claim (other than a claim for fraud, fraudulent misrepresentation or (in the case of any employee, director or officer) wilful misconduct which gives rise to a right to their employer to terminate their employment or engagement without notice) that it may have against a Group Company or any of its employees, directors or officers relating to any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by such person for the purpose of assisting the Seller to give any of the Seller Warranties or in preparing the Seller Disclosure Letter or the Seller Completion Disclosure Letter. The Seller agrees that each Group Company and each such employee, director or officer may enforce the benefit of this Clause 12.7 in his, her or its own name whether or not the Purchaser is a party to the proceedings.

The Purchaser warrants to the Seller that, as of the date of this Agreement (and as of the Completion Date, on the basis that any reference to the “date of this Agreement” in this Clause 12.8 shall be deemed to be a reference to the “Completion Date” for such purpose):

the Purchaser is a company duly incorporated under the laws of England and Wales;

the Purchaser has full power and authority to enter into, deliver and perform its obligations under this Agreement and each other Transaction Document to which the Purchaser is a party;

this Agreement and each other Transaction Document to which the Purchaser is a party will, when executed, constitute valid, binding and enforceable obligations of the Purchaser in accordance with their respective terms;

the execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and each other Transaction Document to which the Purchaser is a party will not:

conflict with or result in a breach of any provision of the memorandum or articles of association of the Purchaser;

conflict with, result in a breach of or constitute a default under any agreement or instrument to which the Purchaser is a party;

subject to fulfilment of the Conditions, conflict with or result in a breach of any law or regulation, or of any order, injunction, judgement or decree of any court, that applies to the Purchaser; or

save as set out in this Agreement, require the Purchaser to obtain any material consent or approval of, or give any notice to or make any registration with, its shareholders or any Governmental Entity that has not been unconditionally and irrevocably obtained or made at the date of this Agreement (save for any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement);

the Purchaser’s obligations hereunder are not subject to any conditions regarding its or any other person’s ability to obtain financing for the consummation of the Transaction;

the Equity Commitment Letter will, at Completion, together with any cash on hand, provide in immediately available funds the necessary cash resources (after deducting any fees and/or other costs) which are sufficient to enable the Purchaser to pay the Estimated Consideration and meet its other obligations under this Agreement;

the Purchaser is not insolvent or unable to pay its debts within the meaning of any laws relating to insolvency applicable to it; and

the Purchaser has, prior to the date of this Agreement:

disclosed and/or provided to the Seller or the Seller’s Solicitors responses which are true and accurate in all material respects to any questions they may have been asked of the Purchaser as to any analyses, data and assessments in respect of the Conditions and/or submissions to Governmental Entities reasonably relevant to the Purchaser’s ability to satisfy the Conditions prior to the Long Stop Date; and

not intentionally withheld any fact, matter or circumstance relating to or attributable to the Purchaser or any of its Related Persons and known to the Purchaser which would be reasonably likely to have a material adverse effect on the Purchaser’s ability to satisfy the Conditions prior to the Long Stop Date.

Subject to and without prejudice to the rights and obligations as set out in the Transaction Documents, the Purchaser shall procure that each Group Company shall, from and after Completion and to the fullest extent permitted in accordance with applicable Law, waive, release and discharge each Released Person from any and all claims, demands, proceedings, causes of action, orders, obligations and liabilities arising out of any Pre-Completion Event which each Group Company has or may at any time have had against any Released Person. The Purchaser shall procure that each Group Company shall not, directly or indirectly, assert any claim or demand, or commence, institute or cause to be commenced, any proceedings of any kind relating to any Pre-Completion Event against any Released Person. The provisions of this Clause 12.9 shall not apply to any claim or liability for fraud, fraudulent misrepresentation or (in the case of any employee, director or officer) wilful misconduct which gives rise to a right to their employer to terminate their employment or engagement without notice.

Subject to and without prejudice to the rights and obligations as set out in the Transaction Documents, the Seller shall and shall procure that each member of the Seller’s Group shall, from and after Completion and to the fullest extent permitted in accordance with applicable Law, waive, release and discharge each Group Released Person from any and all claims, demands, proceedings, causes of action, orders, obligations and liabilities arising out of any Pre-Completion Event which each member of the Seller’s Group has or may at any time have had against any Group Released Person. The Seller shall not and shall procure that each member of the Seller’s Group shall not, directly or indirectly, assert any claim or demand, or commence,

The Purchaser shall cause each member of the Seller’s Group (other than a Group Company) to be removed or released, effective as of or as soon as reasonably practicable following Completion and at no cost to the Seller’s Group, in respect of all obligations of the Seller’s Group under any direct or indirect guarantees (including performance guarantees), indemnities, letters of credit, cash collateral, letters of support and letters of comfort given in favour of or for the benefit of the Group, in each case as described in Part A of Schedule 7 (as may be updated in accordance with this Clause 12.11) (the “Seller’s Group Guarantees”). The Seller shall take all actions reasonably requested by the Purchaser in connection with any such removal or release, at the Purchaser’s cost. The Seller, acting reasonably (and subject always to paragraph 12 of Schedule 1), shall be permitted to update Part A of Schedule 7, by written notice to the Purchaser from time to time and no later than six Business Days prior to the Completion Date, to reflect any updates that have occurred in the ordinary course of business following the date of this Agreement.

The Seller shall cause each member of the Group to be removed or released, effective as of or as soon as reasonably practicable after Completion and at no cost to the Group, in respect of all obligations of the Group under any direct or indirect guarantees (including performance guarantees), indemnities, letters of credit, cash collateral, letters of support and letters of comfort given in favour of or for the benefit of the Seller’s Group or former Related Persons of the Seller, in each case as described in Part B of Schedule 7 (as may be updated in accordance with this Clause 12.12) or otherwise (the “Group Guarantees”). The Seller shall update Part B of Schedule 7, by written notice to the Purchaser from time to time and no later than six Business Days prior to the Completion Date, to reflect any updates that have occurred in the ordinary course of business following the date of this Agreement provided that the Seller shall procure that no Group Guarantee is entered into which requires any Group Company to provide any cash collateral or similar (without the consent of the Purchaser, not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, any obligations to be released at Completion pursuant to the CCIBV Payoff and Release Documents shall not constitute Group Guarantees.

The Purchaser agrees to indemnify and keep indemnified each member of the Seller’s Group against all Indemnifiable Losses which a member of the Seller’s Group may suffer or incur following the Completion Date under or pursuant to any Seller’s Group Guarantee.

The Seller agrees to indemnify and keep indemnified each member of the Purchaser’s Group against all Indemnifiable Losses which a member of the Purchaser’s Group may suffer or incur following the Completion Date under or pursuant to any Group Guarantee (and under or pursuant to any other obligation that should have been, but was not, disclosed in Part B of Schedule 7 as a Group Guarantee in accordance with Clause 12.12).

The Parties acknowledge and agree that, due to the nature of the obligation, the Seller’s Group shall not be required to cause Clear Channel International Limited to be removed or released from the obligations listed in Part C of Schedule 7 (the “Amscreen Framework Obligations”). Nevertheless, the Seller agrees to indemnify and keep indemnified each member of the Purchaser’s Group against all Indemnifiable Losses which a member of the Purchaser’s Group may suffer in connection with the Amscreen Framework Obligations or otherwise with respect to any obligations of a current or former member of the Seller’s Group (other than the Group Companies) under or in connection with the Amscreen Agreements following the Completion Date.

The Seller undertakes to the Purchaser that if, at any time within 15 months following the Completion Date, it becomes aware of any asset that: (i) is a Business Asset; (ii) is owned by, or in the possession or under the control of, the Seller or any member of the Seller’s Group; and (iii) should have been assigned or transferred to a Group Company or the Purchaser at or prior to Completion but was not so transferred by a member of the Seller’s Group or assigned (a “Purchaser Wrong Pocket Asset”), then the Seller shall hold, or shall procure that the relevant member of the Seller’s Group holds, such asset on trust absolutely for the relevant member of the Purchaser’s Group and shall assign, transfer or deliver, or procure the assignment, transfer or delivery of, as the case may be, such Purchaser Wrong Pocket Asset for nil consideration as soon as practicable after the date on which the Seller becomes aware of ownership, possession or control of such Purchaser Wrong Pocket Asset by such member of the Seller’s Group, to the relevant member of the Purchaser’s Group or any Related Person of the Purchaser nominated by the Purchaser.

The Purchaser undertakes to the Seller that if, at any time within 15 months following the Completion Date, it becomes aware of any asset that: (i) is not a Business Asset; (ii) is owned by, or in the possession or under the control of, the Purchaser or any member of the Group; and (iii) should not have been assigned or transferred by a member of the Seller’s Group to a Group Company or the Purchaser at or prior to Completion but was so transferred or assigned (a “Seller Wrong Pocket Asset”), then the Purchaser shall hold, or shall procure that the relevant member of the Purchaser’s Group holds, such asset on trust absolutely for the relevant member of the Seller’s Group and shall assign, transfer or deliver, or procure the assignment, transfer or delivery of, as the case may be, such Seller Wrong Pocket Asset for nil consideration, as soon as practicable after the date on which the Purchaser becomes aware of the ownership, possession or control of such Seller Wrong Pocket Asset by such member of the Purchaser’s Group, to the relevant member of the Seller’s Group or any Related Person of the Seller nominated by the Seller.

The Parties shall do all such reasonable further acts and things, and shall execute such documents, as may be reasonably necessary to effect the assignment, transfer and/or delivery of any Purchaser Wrong Pocket Asset or Seller Wrong Pocket Asset pursuant to 12.16 or 12.17 (as applicable).

The Purchaser shall, and shall procure that each Group Company shall (save to the extent otherwise provided under any other Transaction Document), within:

two months after the Completion Date: (i) update each Group Company’s corporate and business records so that they no longer make use of or display any references to the Clear Channel Brand; (ii) file all such documents, as appropriate and necessary, before all Governmental Entities to change the name of any Group Company that consists of or includes the Clear Channel Brand, to a name which does not include the Clear Channel Brand; and (iii) provide the Seller with appropriate evidence of such de-branding as set out in this Clause 12.19.1;

12 months after the Completion Date, cease to use or display (including the removal, disposal or obliteration of) the Clear Channel Brand on all of the Group Companies’ out-of-home assets and inventory (including all billboards, posters, signs, street furniture and other out-of-home advertising media);

subject to Clauses 12.19.1 and 12.19.2, four months after the Completion Date (or, in the case of any domain names used for internal purposes only or internal use of email addresses, 12 months after the Completion Date), cease to use or display any trade or service name or mark, business name, logo or domain name which includes the Clear Channel Brand, and remove, dispose of or obliterate the Clear Channel Brand from all other assets, goods, items or materials (including all inventory, documents, uniforms, forms, stationery, marketing materials, websites, email addresses, social media handles, domain names, directories, offices, facilities, fixtures, signage, machinery, vehicles, clothing, training materials, laptop bags and umbrellas) that are within the Group Companies’ possession or control.

For the duration of the de-branding periods set out within Clauses 12.19.1, 12.19.2 and 12.19.3: (i) the Purchaser shall not, and shall procure that each Group Company shall not, conduct its business in a manner that tarnishes, harms, disparages, or otherwise affects the reputation of, or could reasonably be expected to do so, the Seller or any member of the Seller’s Group, or the Clear Channel Brand; and (ii) the Purchaser and each Group Company shall have the limited right to use or display the Clear Channel Brand solely for transitional purposes, provided that the Clear Channel Brand is only used or displayed in the same way, and to the same or lesser extent, as was used or displayed in connection with the Group Companies, immediately prior to the date of this Agreement, and provided further that this transitional right is without prejudice to the Purchaser’s and each Group Company’s obligation to cease using or displaying the Clear Channel Brand within the applicable de-branding periods set out within Clauses 12.19.1, 12.19.2 and 12.19.3.

The Purchaser and each Group Company shall have no right to grant any licence under, nor to assign, the limited rights granted under Clause 12.20. Any goodwill arising from the use of the Clear Channel Brand pursuant to Clause 12.20 shall accrue, and is hereby assigned, to the Seller or any relevant member of the Seller’s Group, as the Seller may direct.

The Purchaser agrees (and shall procure that each Group Company and each other member of the Purchaser’s Group agrees and shall act on the following basis):

save as permitted by Clause 12.20, that the Purchaser, the Group Companies and each other member of the Purchaser’s Group have no rights to use, or any other rights in or to, the Clear Channel Brand in any jurisdiction and shall not apply to register or otherwise attempt to register the Clear Channel Brand as a trade mark, service mark, domain name, URL, social media account or handle or similar, or contest the ownership or validity of any rights of the Seller’s Group in or to the Clear Channel Brand, in any jurisdiction; and

not to, expressly or by implication, conduct business, hold themselves out as being part of, connected or associated with, or represent themselves as any member of the Seller’s Group or any person connected with the Seller’s Group (save to the extent it relates to solely to events arising prior to the Completion Date).

The Purchaser shall be responsible for and shall bear all costs of de-branding in accordance with Clauses 12.19 to 12.22 (inclusive).

With effect from the Completion Date, the Purchaser hereby grants, and shall procure that the relevant members of the Purchaser’s Group shall grant, to each member of the Seller’s Group, a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up worldwide licence to use the Platform Trade Marks in any medium (in any form) in a manner consistent with past practice in the 12 months prior to the Completion Date.

The Seller undertakes to the Purchaser (for its benefit and the benefit of each other member of the Purchaser’s Group) that, from the Completion Date until the end of the Restricted Period, neither it nor any other member of the Seller’s Group shall, directly or indirectly, solicit for employment or seek to hire or employ: (i) any Senior Group Employee; (ii) any person employed or engaged by the Group with a basic annual salary of £150,000 or more (or the equivalent currency in the relevant jurisdiction); (iii) any then current director or officer of any Group Company; or (iv) any former director or officer of any Group Company (to the extent that such persons have been employed or engaged by the Group in the 12 months prior to the Completion Date), in each case, whether or not such person would commit a breach of any employment or service contract with the Group in leaving such employment or service or otherwise doing so. The Seller agrees that each such other member of the Purchaser’s Group may enforce the benefit of the provisions of this Clause 12.25 in its name whether or not the Purchaser is a party to the proceedings.

The undertakings in Clause 12.25 shall not restrict the Seller’s Group’s ability to: (i) engage any person who is no longer employed or engaged by the Group to assist with the conduct of the Seller’s Group’s affairs on a consultancy basis, provided that such person’s employment or engagement with the Group was terminated by the Group after Completion and, for the avoidance of doubt, no such person may be engaged in such capacity in order to compete with the Current Group Business in breach of Clause 12.27 or otherwise in a day-to-day operational role; or (ii) conduct generalised searches by: (a) the use of advertisements in periodicals of general circulation or online; or (b) the appointment of recruitment agents, in each case, provided that such searches are not targeted at current or former directors or officers of any Group Company or Senior Group Employees.

The Seller undertakes to the Purchaser (for its benefit and the benefit of each other member of the Purchaser’s Group) that, during the Restricted Period, neither it nor any other member of the Seller’s Group shall, directly or indirectly, carry on, or be engaged or interested in, in any capacity, any business in the Current Group Territories that is the same as, and is likely to be in competition with, the Current Group Business. The Seller agrees that each such other member of the Purchaser’s Group may enforce the benefit of the provisions of this Clause 12.27 in its name whether or not the Purchaser is a party to the proceedings.

If a third party acquires direct or indirect Control of any member of the Seller’s Group after Completion, neither Clause 12.25 nor Clause 12.27 shall (subject to the following proviso) apply to such third party or any of its Related Persons, provided always that the Seller shall procure that such member of the Seller’s Group and its subsidiary undertakings (in each case, as of immediately prior to completion of such acquisition) shall be bound by and continue to observe the provisions of Clauses 12.25 and Clause 12.27, subject to Clauses 12.26 and 12.29.

The restrictions in Clause 12.27 shall not operate to prohibit any member of the Seller’s Group from:

carrying on or being engaged or economically interested in any business in the Current Seller’s Group Territories (including any expansion into new territories (other than the Current Group Territories) or related products) which is the same as the Current Seller’s Group Business;

holding or being interested in by way of passive investment only up to five per cent. of the issued share capital of a company listed on any recognised stock exchange;

holding a direct or indirect interest of less than 10 per cent. of the issued share capital of any company, provided that no member of the Seller’s Group exercises material influence over such company or has nominated an individual to a management function in, or the board of directors of, such company;

fulfilling any obligation pursuant to the Transaction Documents or any agreement to be entered into pursuant to the Transaction Documents; or

acquiring the whole or part of any business or shares in any company, provided that: (i) the principal purpose of such acquisition is not to acquire a business or company which competes with any part of the Current Group Business in the Current Group Territories; and (ii) the revenue attributed to that part of the business or company which would otherwise cause a breach of Clause 12.27 represents less than 10 per cent. of the total revenue of such business or company for the last financial year.

The Seller agrees that:

each undertaking contained in Clauses 12.25 and 12.27 shall be construed as a separate undertaking;

the undertakings contained in Clauses 12.25 and 12.27 are no greater than is reasonable and necessary for the protection of the interests of the Purchaser’s Group;

if any such undertaking is held to be void, against the public interest or unlawful or in any way an unreasonable restraint of trade, but would be valid if deleted in part or reduced in application, such undertaking shall apply with such deletion or modification as may be necessary to make it valid and enforceable and the remaining undertakings shall continue to bind the Seller; and

without prejudice to any other rights or remedies that the Purchaser may have, the Seller acknowledges and agrees that damages alone may not be an adequate remedy for any breach of such undertakings by the Seller and, accordingly, the Purchaser shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of such undertakings.

The Purchaser undertakes to the Seller (for its benefit and the benefit of each other member of the Seller’s Group) that, from the Completion Date until 18 months after the Completion Date, neither it nor any other member of the Purchaser’s Group shall, directly or indirectly, solicit for employment, hire or employ: (i) any Senior Seller’s Group Employee; (ii) any then current director or officer of any member of the Seller’s Group; or (iii) any former director or officer of any member of the Seller’s Group (to the extent that such persons have been employed or engaged by the Seller’s Group in the 12 months prior to the Completion Date), in each case, whether or not such person would commit a breach of any employment or service contract with the Seller’s Group in leaving such employment or service or otherwise doing so. The Purchaser agrees that each such other member of the Seller’s Group may enforce the benefit of the provisions of this Clause 12.31 in its name whether or not the Seller is a party to the proceedings.

The undertakings in Clause 12.31 shall not restrict the Purchaser Group’s ability to: (i) engage any person who is no longer employed or engaged by the Seller’s Group to assist with the conduct of the Group’s affairs on a consultancy basis, provided that such person’s employment or engagement with the Seller’s Group was terminated by the Seller’s Group and, for the avoidance of doubt, no such person may be engaged in such capacity in order to compete with the Current Seller’s Group Business in breach of Clause 12.33 or otherwise in a day-to-day

The Purchaser undertakes to the Seller (for its benefit and the benefit of each other member of the Seller’s Group and any third party acquiror of Clear Channel España S.L.U.) that, during the Restricted Period, neither it nor any other member of the Purchaser’s Group (including the Group) shall, directly or indirectly, carry on, or be engaged or economically interested in, any business in Spain that is the same as, and is likely to be in competition with, the Current Seller’s Group Business in Spain. The Purchaser agrees that each such other member of the Seller’s Group and any third party acquiror of Clear Channel España S.L.U. may enforce the benefit of the provisions of this Clause 12.33 in its name whether or not the Seller is a party to the proceedings.

If a third party acquires direct or indirect Control of any member of the Purchaser’s Group after Completion, neither Clause 12.31 nor Clause 12.33 shall (subject to the following proviso) apply to such third party or any of its Related Persons, provided always that the Purchaser shall procure that such member of the Purchaser’s Group and its subsidiary undertakings (in each case, as of immediately prior to completion of such acquisition) shall be bound by and continue to observe the provisions of Clauses 12.31 and 12.33, subject to Clauses 12.32 and 12.35.

The restrictions in Clause 12.33 shall not operate to prohibit any member of the Purchaser’s Group from:

carrying on or being engaged or economically interested in, any business in the Current Group Territories (including any expansion into new territories (other than Spain) or related products) which is the same as the Current Group Business;

holding or being interested in by way of passive investment only up to five per cent. of the issued share capital of a company listed on any recognised stock exchange;

holding a direct or indirect interest of less than 10 per cent. of the issued share capital of any company, provided that no member of the Purchaser’s Group exercises material influence over such company or has nominated an individual to a management function in, or the board of directors of, such company;

fulfilling any obligation pursuant to the Transaction Documents or any agreement to be entered into pursuant to the Transaction Documents; or

acquiring the whole or part of any business or shares in any company, provided that: (i) the principal purpose of such acquisition is not to acquire a business or company which competes with any part of the Current Seller’s Group Business in Spain; and (ii) the revenue attributed to that part of the business or company which would otherwise cause a breach of Clause 12.33 represents less than 10 per cent. of the total revenue of such business or company for the last financial year.

The Purchaser agrees that:

each undertaking contained in Clauses 12.31 and 12.33 shall be construed as a separate undertaking;

the undertakings contained in Clauses 12.31 and 12.33 are no greater than is reasonable and necessary for the protection of the interests of the Seller’s Group;

if any such undertaking is held to be void, against the public interest or unlawful or in any way an unreasonable restraint of trade, but would be valid if deleted in part or reduced in application, such undertaking shall apply with such deletion or modification as may be necessary to make it valid and enforceable and the remaining undertakings shall continue to bind the Purchaser; and

without prejudice to any other rights or remedies that the Seller may have, the Purchaser acknowledges and agrees that damages alone may not be an adequate remedy for any breach of such undertakings by the Purchaser and, accordingly, the Seller shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of such undertakings.

The Purchaser undertakes to the Seller (for its benefit and the benefit of each other member of the Seller’s Group) that, during the Restricted Period, neither it nor any other member of the Purchaser’s Group (including the Group) shall, directly or indirectly, carry on, or be engaged or economically interested in, any business in the U.S. that is the same as, and is likely to be in competition with, the Current Seller’s Group Business in the U.S.. The Purchaser agrees that each such other member of the Seller’s Group may enforce the benefit of the provisions of this Clause 12.37 in its name whether or not the Seller is a party to the proceedings.

If a third party acquires direct or indirect Control of any member of the Purchaser’s Group after Completion, neither Clause 12.31 nor Clause 12.37 shall (subject to the following proviso) apply to such third party or any of its Related Persons, provided always that the Purchaser shall procure that such member of the Purchaser’s Group and its subsidiary undertakings (in each case, as of immediately prior to completion of such acquisition) shall be bound by and continue to observe the provisions of Clauses 12.31 and 12.37, subject to Clauses 12.32 and 12.39.

The restrictions in Clause 12.37 shall not operate to prohibit any member of the Purchaser’s Group from:

carrying on or being engaged or economically interested in, any business in the Current Group Territories (including any expansion into new territories (other than the U.S.) or related products) which is the same as the Current Group Business;

holding or being interested in by way of passive investment only up to five per cent. of the issued share capital of a company listed on any recognised stock exchange;

holding a direct or indirect interest of less than 10 per cent. of the issued share capital of any company, provided that no member of the Purchaser’s Group exercises material influence over such company or has nominated an individual to a management function in, or the board of directors of, such company;

fulfilling any obligation pursuant to the Transaction Documents or any agreement to be entered into pursuant to the Transaction Documents; or

acquiring the whole or part of any business or shares in any company, provided that: (i) the principal purpose of such acquisition is not to acquire a business or company which competes with any part of the Current Seller’s Group Business in the U.S.; and (ii) the revenue attributed to that part of the business or company which would otherwise cause a breach of Clause 12.37 represents less than 10 per cent. of the total revenue of such business or company for the last financial year.

The Purchaser agrees that:

each undertaking contained in Clauses 12.31 and 12.37 shall be construed as a separate undertaking;

the undertakings contained in Clauses 12.31 and 12.37 are no greater than is reasonable and necessary for the protection of the interests of the Seller’s Group;

if any such undertaking is held to be void, against the public interest or unlawful or in any way an unreasonable restraint of trade, but would be valid if deleted in part or reduced in application, such undertaking shall apply with such deletion or modification as may be necessary to make it valid and enforceable and the remaining undertakings shall continue to bind the Purchaser; and

without prejudice to any other rights or remedies that the Seller may have, the Purchaser acknowledges and agrees that damages alone may not be an adequate remedy for any breach of such undertakings by the Purchaser and, accordingly, the Seller shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of such undertakings.

The Purchaser undertakes to the Seller (for its benefit and the benefit of each other member of the Seller’s Group) that, during the Restricted Period, neither it nor any other member of the Purchaser’s Group (including the Group) shall, directly or indirectly, carry on, or be engaged or economically interested in, any business in Brazil, Chile, Mexico, Peru, Singapore, the Caribbean or China that is the same as, and is likely to be in competition with, the Current Seller’s Group Business in Brazil, Chile, Mexico, Peru, Singapore, the Caribbean or China. The Purchaser agrees that each such other member of the Seller’s Group may enforce the benefit of the provisions of this Clause 12.41 in its name whether or not the Seller is a party to the proceedings.

If a third party acquires direct or indirect Control of any member of the Purchaser’s Group after Completion, neither Clause 12.31 nor Clause 12.41 shall (subject to the following proviso) apply to such third party or any of its Related Persons, provided always that the Purchaser shall procure that such member of the Purchaser’s Group and its subsidiary undertakings (in each case, as of immediately prior to completion of such acquisition) shall be bound by and continue to observe the provisions of Clauses 12.31 and 12.41, subject to Clauses 12.32 and 12.43.

The restrictions in Clause 12.41 shall not operate to prohibit any member of the Purchaser’s Group from:

carrying on or being engaged or economically interested in, any business in the Current Group Territories (including any expansion into new territories (other than Brazil, Chile, Mexico, Peru, Singapore, the Caribbean or China) or related products) which is the same as the Current Group Business;

holding or being interested in by way of passive investment only up to five per cent. of the issued share capital of a company listed on any recognised stock exchange;

holding a direct or indirect interest of less than 10 per cent. of the issued share capital of any company, provided that no member of the Purchaser’s Group exercises material influence over such company or has nominated an individual to a management function in, or the board of directors of, such company;

fulfilling any obligation pursuant to the Transaction Documents or any agreement to be entered into pursuant to the Transaction Documents; or

acquiring the whole or part of any business or shares in any company, provided that: (i) the principal purpose of such acquisition is not to acquire a business or company which competes with any part of the Current Seller’s Group Business in Brazil, Chile, Mexico, Peru, Singapore, the Caribbean or China; and (ii) the revenue attributed to that part of the business or company which would otherwise cause a breach of Clause 12.41 represents less than 10 per cent. of the total revenue of such business or company for the last financial year.

The Purchaser agrees that:

each undertaking contained in Clauses 12.31 and 12.41 shall be construed as a separate undertaking;

the undertakings contained in Clauses 12.31 and 12.41 are no greater than is reasonable and necessary for the protection of the interests of the Seller’s Group;

if any such undertaking is held to be void, against the public interest or unlawful or in any way an unreasonable restraint of trade, but would be valid if deleted in part or reduced in application, such undertaking shall apply with such deletion or modification as may be necessary to make it valid and enforceable and the remaining undertakings shall continue to bind the Purchaser; and

without prejudice to any other rights or remedies that the Seller may have, the Purchaser acknowledges and agrees that damages alone may not be an adequate remedy for any breach of such undertakings by the Purchaser and, accordingly, the Seller shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of such undertakings.

The Purchaser undertakes to use reasonable efforts to maintain in force each Existing IP Agreement until such Existing IP Agreement expires in accordance with its terms and conditions.

Subject to Clause 13, the Seller undertakes to pay to the Purchaser on demand (on a dollar for dollar basis) an amount equal to any and all Indemnifiable Losses suffered or incurred by the Purchaser or any of its Related Persons (including the Group Companies) as a result of or in connection with:

the Ghent Bus Shelter Matter, if such matter has not been fully and finally settled prior to Completion;

the PKP Matter, if such matter has not been fully and finally settled prior to Completion; and

any increase in the premium payable under the Aviva Insurance Policy, each a “Specific Indemnity”.

Subject to Clause 13, the Purchaser undertakes to pay to the Seller on demand (on a dollar for dollar basis) an amount equal to any decrease in the premium payable under the Aviva Insurance Policy.

LIMITATION OF LIABILITY

The Purchaser shall not be entitled to recover any amount in respect of any individual Seller Warranty Claim or series of Seller Warranty Claims arising from substantially the same facts, matters or circumstances, unless the amount recoverable in respect of such Seller Warranty Claim (or series of Seller Warranty Claims) exceeds USD 62,500 in the aggregate. The provisions of this Clause 13.1 shall not apply to any Fundamental Seller Warranty Claims.

The Purchaser shall not be entitled to recover any amount in respect of any individual Tax Claim or series of Tax Claims arising from substantially the same facts, matters or circumstances, unless the amount recoverable in respect of such Tax Claim (or series of Tax Claims) exceeds USD 250,000 in the aggregate.

The Purchaser shall not be entitled to recover any amount in respect of any Seller Warranty Claim or Tax Warranty Claim unless the amount recoverable in respect of such Seller Warranty Claim or Tax Warranty Claim, when aggregated with the amount of all other Seller Warranty Claims or Tax Warranty Claims in respect of which the Purchaser is entitled to recover (excluding, for the avoidance of doubt, any Seller Warranty Claim or Tax Warranty Claim for which the Purchaser is not entitled to recover by reason of Clause 13.1) exceeds USD 625,000, in which event, the whole amount of such Seller Warranty Claims or Tax Warranty Claims shall be recoverable. The provisions of this Clause 13.3 shall not apply to any Fundamental Seller Warranty Claims.

Subject always to Clause 13.5, the maximum aggregate liability of the Seller:

for all Insured Seller Warranty Claims (other than any Fundamental Seller Warranty Claims) and all Insured Tax Claims, shall not exceed USD 1 in aggregate;

for all Fundamental Seller Warranty Claims, shall not exceed an amount equal to the Consideration in aggregate;

for all Non-Insured Seller Warranty Claims, shall not exceed USD 15,000,000 in aggregate;

for all Non-Insured Tax Claims (other than any Non-Insured Tax Claim arising pursuant to paragraph 2.1(c) of Schedule 10 (Tax Covenant) shall not exceed USD 42,500,000 in aggregate;

for all Specific Indemnity Claims made pursuant to Clause 12.46.1 (Ghent Bus Shelter Matter), shall not exceed an amount equal to USD 2,500,000 in aggregate;

for all Specific Indemnity Claims made pursuant to Clause 12.46.2 (PKP Matter), shall not exceed an amount equal to USD 7,500,000 in aggregate;

for all Specific Indemnity Claims made pursuant to Clause 12.46.3 (UK DB Scheme), shall not exceed an amount equal to USD 4,500,000 in aggregate; and

for all other Seller Claims, shall not exceed an amount equal to the Consideration in aggregate.

For the avoidance of doubt, in no event shall the Purchaser be entitled to claim in respect of any and all Seller Claims more than an amount equal to the Consideration (whether pursuant to one or more Seller Claims).

The Seller shall not be liable for any of the following Seller Claims unless written notice of such Seller Claim is given by the Purchaser to the Seller following the Completion Date and on or before:

in the case of a Fundamental Seller Warranty Claim, the date falling seven years after (and excluding) the Completion Date;

in the case of a Tax Claim, the date falling seven years after (and excluding) the Completion Date;

in the case of a Seller Warranty Claim (other than a Fundamental Seller Warranty Claim), the date falling 24 months after (and excluding) the Completion Date;

in the case of a Seller Claim relating to a breach of Clauses 12.25 or 12.27 (Seller Non-Solicit and Seller Non-Compete), the date falling three years after (and excluding) the Completion Date;

in the case of a Seller Claim relating to a breach of Clause 7.1 (Period Before Completion), the date falling 18 months after (and excluding) the Completion Date;

in the case of a Specific Indemnity Claim made pursuant to Clause 12.46.1 (Ghent Bus Shelter Matter), the date falling seven years after (and excluding) the Completion Date;

in the case of a Specific Indemnity Claim made pursuant to Clause 12.46.2 (PKP Matter), the date falling seven years after (and excluding) the Completion Date;

in the case of a Specific Indemnity Claim made pursuant to Clause 12.46.3 (UK DB Scheme), the date falling three years after (and excluding) the Completion Date; and

in the case of any other Seller Claim, the later of:

the date falling five years after (and excluding) the Completion Date; and

the date falling 12 months after the expiry of the obligation under this Agreement to which such Seller Claim relates, if such obligation is stated to apply beyond the date falling four years after (and excluding) the Completion Date,

Where a breach giving rise to a Seller Warranty Claim or Tax Warranty Claim is capable of remedy, the Purchaser shall not be entitled to make any claim (whether for damages or otherwise) in respect of such breach if the breach is remedied at no cost to the Purchaser’s Group within 20 Business Days after notice of such Seller Warranty Claim or Tax Warranty Claim is given under Clause 13.6.

If notice of any Seller Claim (other than a claim under the Tax Covenant) is served by the Purchaser under Clause 13.6, the Seller shall not be liable in respect of such Seller Claim (if such Seller Claim has not been agreed, satisfied or settled) unless, subject to Clause 13.9, legal proceedings in respect of such Seller Claim are both issued and served within nine months after (and excluding) the date on which notice is served.

The Seller shall not be liable for any Seller Claim (subject to paragraph 5 of Schedule 10, for any Tax Claim) in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable, but without prejudice to the Purchaser’s right to seek an injunction, specific performance or other equitable relief for any threatened or actual breach by the Seller of an applicable provision of this Agreement. Provided that written notice of such Seller Claim has been duly given by the Purchaser pursuant to Clause 13.6, the nine month period referred to in Clause 13.8 shall in respect of any Seller Claim relating to a contingent liability be deemed to commence on the date on which such liability ceases to be contingent.

In assessing any damages or other amounts payable or recoverable in respect of a Seller Warranty Claim, a Tax Warranty Claim or a Specific Indemnity Claim, there shall be taken into account any corresponding savings by, or net benefit to, any Group Company or any member of the Purchaser’s Group, including the amount of any Relief or other Tax benefit which would not have arisen but for the fact, matter or circumstance giving rise to that Seller Warranty Claim, Tax Warranty Claim or Specific Indemnity Claim.

The Seller shall not be liable for any Seller Warranty Claim (other than a Tax Claim) to the extent that such Seller Warranty Claim arises, or is increased, as a result of any matter or thing done: (i) by any member of the Purchaser’s Group (or their respective directors, officers, employees or agents) after Completion (otherwise than in order to comply with any applicable Law or pursuant to a legally binding commitment to which the Group was subject on or prior to Completion and excluding for the avoidance of doubt the act of bringing and pursuing the relevant Seller Warranty Claim); or (ii) at the written request of the Purchaser or with its written approval.

Notwithstanding anything to the contrary in the Transaction Documents, following Completion, the Purchaser shall (and shall cause each Group Company to) take reasonable steps to avoid or mitigate any loss or liability that may give rise to a Seller Warranty Claim or Tax Warranty Claim, save that the Purchaser shall not hereby be required to (or be required to cause any Group Company to) avoid or mitigate any loss or liability giving rise to a claim under the Tax Covenant.

The Seller shall not be liable for any Seller Warranty Claim to the extent that it would not have arisen but for, or has been increased or not reduced as a result of:

any change after the Completion Date in (or in the interpretation or application of) the accounting standards applied by any Group Company (save to the extent that the same is in order to correct a failure by the Group to comply with applicable accounting standards in the period prior to Completion); or

the passing of, or any change in (or in the interpretation or application of), any law, rule, regulation or administrative practice of any Governmental Entity, or any directive or treaty, including any increase in the rates of Tax or any imposition of Tax or any withdrawal of relief from Tax not actually (or prospectively) in effect at the date of Completion, in each case after the date of Completion.

The Seller shall not be liable for, and the Purchaser shall not be entitled to bring, a Seller Warranty Claim or a Tax Warranty Claim to the extent that the Purchaser is aware at the date of this Agreement of the facts, matters, events or circumstances giving rise to such Seller Warranty Claim or Tax Warranty Claim and aware that the same would, or could reasonably be expected to, give rise to a Seller Warranty Claim or a Tax Warranty Claim and, for the purposes of this Clause 13.14, the awareness of the Purchaser shall be deemed limited to the actual knowledge of Vivian Mohr, Gerald Mai, Peter Brimacombe, Tomas Sustak, Christoph Vaske, Hayley Knaggs and Lennart John von Zydowitz.

The Seller shall not be liable for any Seller Warranty Claim or Specific Indemnity Claim if and to the extent that specific provision or specific reserve is made in the Completion Statement for the matter giving rise to such Seller Warranty Claim or Specific Indemnity Claim and such provision or reserve has reduced the amount of the Consideration payable by the Purchaser to such extent.

No Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once under this Agreement in respect of the same loss, damage or liability, and for this purpose, recovery by the Purchaser or any of the Group Companies shall be deemed to be a recovery by all of them and recovery by the Seller or any of the Seller’s Group shall be deemed to be a recovery by all of them. No amount or part of any amount (including any Relief) will be taken into account, set-off or credited more than once in determining any amount payable to the Purchaser or to the Seller pursuant to this Agreement.

If the Seller has paid an amount in discharge of any Seller Warranty Claim, Specific Indemnity Claim or Tax Claim, and the Purchaser or any Group Company recovers from a third party (which, for the avoidance of doubt, shall include the insurer under the W&I Policy, the Other Insurance Policy or any insurance policy described in Clause 11.3) a sum that indemnifies or compensates the Purchaser or Group Company (in whole or in part) for the losses, liabilities or damages which are the subject matter of such Seller Warranty Claim, Specific Indemnity Claim or Tax Claim (a “Third Party Recovery”), the Purchaser or the relevant Group Company shall pay to the Seller as soon as practicable an amount equal to:

the Third Party Recovery less any costs and expenses reasonably incurred in obtaining such recovery including any Tax on such recovered sum; or

if less, such amount previously paid by the Seller to the Purchaser.

If the Seller has paid an amount in discharge of any Tax Claim and the Purchaser or any Group Company is or becomes entitled to any relevant Third Party Recovery (including due to any excess or retention being subsequently satisfied under the W&I Policy or the Other Insurance Policy, as applicable), the Purchaser or the relevant Group Company shall take all reasonable steps to obtain that Third Party Recovery as soon as practicable (subject to Clause 11.3, as applicable).

Without prejudice to Clauses 5.9, 5.10, 7.7 and 8.10, no Party is entitled to rescind this Agreement or treat this Agreement as terminated by reason of any breach of this Agreement or any facts, matters or circumstances giving rise to any claim under this Agreement, and each Party hereby waives any and all rights of rescission it may have in respect of any such matter.

None of the limitations contained in this Clause 13 shall apply to any claims that arise as a result of fraud.

The Purchaser acknowledges and agrees that, irrespective of: (i) any exclusions under the W&I Policy or Other Insurance Policy; and (ii) any vitiation, expiry or termination of the W&I Policy or Other Insurance Policy or non-payment of a claim under the W&I Policy or Other Insurance Policy:

it shall have no right to, and shall not, bring a Seller Warranty Claim or Tax Claim or otherwise commence or pursue any proceedings against the Seller relating to any Seller Warranty Claim (other than any Fundamental Warranty Claim or Non-Insured Seller Warranty Claim) or Tax Claim, unless and until it has exhausted all rights and remedies available to it pursuant to the W&I Policy and the Other Insurance Policy (as applicable), save that nothing hereunder shall prevent the Purchaser from being able to give notice pursuant to Clause 13.6 in respect of any Seller Warranty Claim or Tax Claim on a protective basis, pending resolution of any claim under the relevant insurance policy; and

subject to Clause 13.21.1 above, its recourse against the Seller for the relevant Seller Claims described in Clause 13.4 pursuant to this Agreement shall be capped at the amounts set out in Clause 13.4 above.

The Purchaser agrees that it will use all reasonable efforts to recover to the fullest extent possible under the W&I Policy and the Other Insurance Policy (as applicable) with respect to any amounts or liabilities which could give rise (or have given rise) to a Tax Claim.

With respect to the Indemnified Litigation Matters:

with effect from Completion until the second anniversary of the Completion Date, subject to Clauses 13.25 to 13.27 inclusive, the Seller shall assume sole conduct of any proceedings, negotiations or appeals in respect of the Indemnified Litigation Matters and shall take such reasonable action as it deems necessary to pursue, dispute, deny, defend, resist, appeal, compromise or contest the Indemnified Litigation Matters (including making counterclaims against the relevant claimants) in the name of and on behalf of the Purchaser or relevant member of the Purchaser’s Group; and

with effect from the second anniversary of the Completion Date, subject to Clauses 13.25 to 13.27 inclusive, the Purchaser shall be entitled to assume sole conduct from the Seller of any proceedings, negotiations or appeals in respect of the Indemnified Litigation Matters, and to take such reasonable action as it deems necessary to pursue, dispute, deny, defend, resist, appeal, compromise or contest the Indemnified Litigation Matters (including making counterclaims or other claims against the relevant claimants).

For the purposes of this Clause 13, the Party exercising sole conduct in accordance with Clause 13.23 shall be the “Lead Party” and the Seller (if the Purchaser is the Lead Party at the relevant time) or the Purchaser (if the Seller is the Lead Party at the relevant time) shall be the “Other Party”.

With effect from Completion, the Lead Party shall consult with the Other Party in relation to the conduct of any Indemnified Litigation Matters, which shall include:

regularly reviewing with the Other Party (on a quarterly basis or more frequently if reasonably required by the Other Party) the progress and proposed strategy of such Indemnified Litigation Matters;

keeping the Other Party fully informed of all material developments and consulting with the Other Party in a timely manner with respect to each material step, action or decision to be taken in connection with the conduct of such Indemnified Litigation Matters (and taking into account the Other Party’s reasonable comments regarding any such material step, action or decision); and

providing to the Other Party in a timely manner all:

material communications; and

drafts of submissions or filings (or equivalent) proposed to be made by or on behalf of the Lead Party,

The Other Party shall, at its option (and cost), have the right to appoint separate legal counsel (the “Other Party Counsel”) in connection with the Indemnified Litigation Matters, and representatives of the Other Party and/or the Other Party Counsel shall (unless not permitted by the relevant third party) be entitled to participate in all meetings and copied into all material correspondence with the relevant third party and its legal counsel in relation to the conduct of the Indemnified Litigation Matters.

The Seller shall indemnify the Purchaser and each member of the Purchaser’s Group on an as-incurred basis against all reasonable external costs and expenses (including legal and professional costs and expenses) that are directly incurred by the Purchaser’s Group following Completion in connection with the conduct of the Indemnified Litigation Matters, provided that, for the avoidance of doubt, any such costs and expenses so paid to the Purchaser’s Group shall erode the cap on liability provided for in Clause 13.4 with respect to Specific Indemnity Claims to which the relevant Indemnified Litigation Matter relates on a dollar for dollar basis.

If the Seller is the Lead Party with respect to a Indemnified Litigation Matter, the Seller shall not, and shall procure that the members of the Seller’s Group shall not, without the prior written consent of the Purchaser: (i) offer or accept any settlement with respect to such Indemnified Litigation Matter if it would result in a liability for the Purchaser’s Group which exceeds USD 1 (and which is not otherwise recoverable from the Seller under this Agreement); or (ii) take an action that the Purchaser can demonstrate (acting reasonably and in good faith) would be reasonably likely to materially prejudice or materially damage the Group’s business or reputation.

If the Purchaser is the Lead Party with respect to a Indemnified Litigation Matter, the Purchaser shall not, and shall procure that the members of the Purchaser’s Group shall not, without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed): (i) offer or accept any settlement with respect to such Indemnified Litigation Matter; or (ii) cease to dispute, deny, defend, resist, appeal or contest such Indemnified Litigation Matter.

If any fact, matter or circumstance that would reasonably be expected to give rise to a Non-Insured Seller Warranty Claim, resulting in a liability of the Seller pursuant to this Agreement, is a result of any claim against a Group Company by a third party (an “Other Third Party Claim”), Clauses 13.25, 13.26, 13.27 and 13.29 shall apply mutatis mutandis to such Other Third Party Claim (as if such Other Third Party Claim were an Indemnified Litigation Matter and the Seller Warranty Claim were a Specific Indemnity Claim), provided that the Purchaser shall always be the Lead Party and assume sole conduct of any related proceedings, negotiations or appeals and shall have the right to take such reasonable action as it deems necessary to pursue, dispute, deny, defend, resist, appeal, compromise or contest all such Other Third Party Claims (including making counterclaims or other claims against any third party).

Subject always to Clause 13.32, the maximum aggregate liability of the Purchaser for all Purchaser Claims made pursuant to Clause 12.47 shall not exceed an amount equal to USD 4,500,000 in aggregate.

For the avoidance of doubt, in no event shall the Seller be entitled to claim in respect of any and all Purchaser Claims more than an amount equal to the Consideration (whether pursuant to one or more Purchaser Claims).

The Purchaser shall not be liable for any of the following Purchaser Claims unless written notice of such Purchaser Claim is given by the Seller to the Purchaser following the Completion Date and on or before:

in the case of a Purchaser Claim relating to a breach of Clause 12.8, the date falling seven years after (and excluding) the Completion Date;

in the case of a Purchaser Claim under paragraph 4 of Schedule 10, the date falling seven years after (and excluding) the Completion Date;

in the case of a Purchaser Claim relating to a breach of Clause 12.31, 12.33, 12.37 or 12.41 (Purchaser Non-Solicit and Purchaser Non-Compete), the date falling three years after (and excluding) the Completion Date;

in the case of a Purchaser Claim made pursuant to Clause 12.47, the date falling three years after (and excluding) the Completion Date; or

in the case of any other Purchaser Claim, the later of:

the date falling five years after (and excluding) the Completion Date; and

the date falling 12 months after the expiry of the obligation under this Agreement to which such Purchaser Claim relates, if such obligation is stated to apply beyond the date falling four years after (and excluding) the Completion Date,

If notice of any Purchaser Claim (other than a claim under paragraph 4 of Schedule 10) is served by the Seller under Clause 13.33, the Purchaser shall not be liable in respect of such Purchaser Claim (if such Purchaser Claim has not been agreed, satisfied or settled) unless, subject to Clause 13.35, legal proceedings in respect of such Purchaser Claim are both issued and served within nine months after (and excluding) the date on which notice is served.

The Purchaser shall not be liable for any Purchaser Claim in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable, but without prejudice to the Seller’s right to seek an injunction, specific performance or other equitable relief for any threatened or actual breach by the Purchaser of an applicable provision of this Agreement. Provided that written notice of such Purchaser Claim has been duly given by the Seller pursuant to Clause 13.33, the nine month period referred to in Clause 13.34 shall in respect of any Purchaser Claim relating to a contingent liability be deemed to commence on the date on which such liability ceases to be contingent.

SELLER’S GUARANTEE

In consideration of the Purchaser entering into this Agreement, the Seller’s Guarantor hereby unconditionally and irrevocably guarantees (the “Seller’s Guarantee”) to the Purchaser the due and punctual performance and observance by the Seller of all its obligations, commitments, undertakings, covenants and warranties under or pursuant to this Agreement (the “Seller’s Guaranteed Obligations”).

If and whenever the Seller defaults for any reason whatsoever in the performance of any of the Seller’s Guaranteed Obligations, the Seller’s Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Seller’s Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement as if it were the primary obligor and so that the same benefits shall be conferred on the Purchaser as they would have received if the Seller’s Guaranteed Obligations had been duly performed and satisfied by the Seller.

The Seller’s Guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Seller’s Guaranteed Obligations shall have been performed or satisfied.

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

The liability of the Seller’s Guarantor under this Clause 14 shall not be affected, impaired, reduced or released by:

any variation of the terms of the Seller’s Guaranteed Obligations;

any forbearance, neglect or delay in seeking performance of the Seller’s Guaranteed Obligations or any granting of time for, or waiver in relation to, such performance;

the illegality, invalidity or unenforceability of, or any defect in, any provision of this Agreement or the Seller’s obligations under it;

any insolvency or similar proceedings; 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.

INFORMATION

The Purchaser undertakes to provide, and to procure after Completion that each Group Company provides, such assistance and such information in its possession or under its control and access to such accounting, Tax and other records or information as may reasonably be required in writing by the Seller in order to facilitate the management of the Seller’s Group’s Tax, regulatory, financial reporting, legal or other affairs (including dealing with any claim, dispute, investigation, audit or enquiry by a Tax Authority or other Governmental Entity regarding any member of the Seller’s Group).

To enable compliance with the Purchaser’s obligations under Clause 15.1, the Purchaser shall and shall cause each member of the Purchaser’s Group to:

properly retain and maintain all relevant records until the earlier of: (i) seven years after Completion; and (ii) such time as the Seller agrees that such retention and maintenance is no longer necessary; and

upon being given reasonable notice by the Seller, and subject to the Seller giving any confidentiality undertaking reasonably required by the Purchaser, allow the Seller and its officers, employees, agents, auditors and representatives, at the Seller’s cost, to:

inspect, review and make copies of such records and information for that purpose; and

have reasonable access to any employee, officer, adviser or premises of any Group Company during normal working hours.

The Seller undertakes to provide such assistance and such information in its possession or under its control and access to such accounting, Tax and other records or information relating to events occurring prior to Completion as may reasonably be required in writing by the Purchaser in order to facilitate the management of the Purchaser’s Group’s Tax, regulatory, financial reporting, legal or other affairs (including, subject to the provisions of Schedule 10, dealing with any claim, dispute, investigation, audit or enquiry by a Tax Authority or other Governmental Entity regarding any member of the Purchaser’s Group).

To enable compliance with the Seller’s obligations under Clause 15.3, the Seller shall and shall cause each member of the Seller’s Group to:

properly retain and maintain all relevant records until the earlier of: (i) seven years after Completion; and (ii) such time as the Purchaser agrees that such retention and maintenance is no longer necessary; and

upon being given reasonable notice by the Purchaser, and subject to the Purchaser giving any confidentiality undertaking reasonably required by the Seller, allow the Purchaser and its officers, employees, agents, auditors and representatives, at the Purchaser’s cost, to:

inspect, review and make copies of such records and information for that purpose; and

have reasonable access to any employee, officer, adviser or premises of any member of the Seller’s Group during normal working hours.

ANNOUNCEMENTS AND CONFIDENTIALITY

The Seller and the Purchaser shall each make an Announcement on or around the date of this Agreement.

Subject to Clauses 16.1 and 16.4, no Party shall make or issue any announcement or circular in connection with the existence or the subject matter of this Agreement or any other Transaction Document, or cause any such announcement to be made or issued, without the prior written consent of:

in the case of an announcement by a Seller, the Parent or the Seller’s Guarantor, the Purchaser; and

in the case of an announcement by the Purchaser, the Seller.

Subject to Clause 16.4, each Party shall treat as strictly confidential and shall not disclose or use any information received or obtained in connection with or as a result of entering into this Agreement or any other Transaction Document that relates to:

the provisions of any Transaction Document;

the negotiations relating to this Agreement and all other Transaction Documents; or

any Group Company’s business or financial or other affairs (including any litigation or regulatory investigations); or

the Purchaser or its Related Persons (in the case of the Seller, the Parent or the Seller’s Guarantor) or the Seller or its Related Persons (in the case of the Purchaser).

Notwithstanding Clause 16.3 (or, in the case of Clause 16.4 and Clause 16.2), a Party may disclose or use information if and to the extent that (subject to any confidentiality obligations set out in the Equity Commitment Letter):

such disclosure is to such Party’s employees, officers, consultants, shareholders, representatives or advisers (or those of any member of that Party’s group) on a ‘need to know’ basis, provided that the Party making the disclosure informs the recipient of the confidential nature of the information before disclosure and procures that each recipient shall, in relation to any such information disclosed to him or it (as the case may be), comply with the obligations set out in this Clause 16 as if they were that Party (and in any event the Party making a disclosure under this Clause 16.4.1 shall, at all times, be liable for the failure of such Party’s recipients to comply with the obligations set out in this Clause 16 in respect of such information);

such disclosure or use is required by applicable Law, by any Governmental Entity with competent jurisdiction, or by or in accordance with the rules of any applicable law or regulation or recognised stock exchange (including disclosure or use in relation to the Seller’s and/or Clear Channel Outdoor Holdings Inc.’s (as applicable) submission of a Form 8-K and other filings pursuant to the United States securities laws, including the filing and disclosure of this Agreement or any other Transaction Document as well as the filing and disclosure of any “pro forma” financial information or other financial information relating to the Group Companies and the Seller’s Group, as may be applicable);

such disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other Transaction Document;

such disclosure or use is required to vest the full benefit of this Agreement or any other Transaction Document in any Party;

disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing Party or a member of the Seller’s Group (in the case of the Seller or the Parent) or the Purchaser’s Group (in the case of the Purchaser);

disclosure is made to the professional advisers, auditors or potential financiers of any Party or to any rating agency in connection with the financing arrangements of any Party, in each case, on a confidential and need-to-know basis;

disclosure is required to be made by or on behalf of the Seller or the Purchaser to any works council or employee representative body of the Group or the Purchaser’s Group;

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

in the case of the Seller, the Parent or the Seller’s Guarantor, the Purchaser has given its prior written consent or, in the case of the Purchaser, the Seller has given its prior written consent.

Before any information is disclosed pursuant to Clause 16.4.2, 16.4.3, or 16.4.5, the Party concerned shall (unless prohibited by law, regulation or any Governmental Entity) promptly notify the other Party of the circumstances of the disclosure and the information to be disclosed with a view to providing such other Party with the opportunity to contest, limit or agree the timing and content of such disclosure.

NOTICES

Any notice to be given under this Agreement must be in English and in writing, and may be served by hand, by first class post or airmail (pre-paid and signed for in each case) or by email to the address, or email address (as applicable) given below, or to such other address or email address as may have been notified by any Party to the other Parties for this purpose (which shall supersede the previous address, or email address (as applicable) from the date on which notice of the new address is deemed to be served under this Clause 17).

[***]

[***]

[***]

Purchaser’s Solicitors, for the attention of Stephen Mooney ([***])

Bauer Media Group Legal ([***])

Any notice served in accordance with Clause 17.1 shall be deemed to have been received:

if delivered by hand, at the time of delivery;

if sent by first class post, at 9.30 am on the second day after (and excluding) the date of posting;

if sent by airmail, at 9.30 am on the fifth day after (and excluding) the date of posting; or

if sent by email, at the time of transmission by the sender, subject to no notice of non-delivery having been received by the sender,

For the purposes of Clause 17.2, “Normal Business Hours” means 9.00 am to 5.30 pm local time in the place of receipt on any day which is not a Saturday, Sunday or public holiday in that location. In the case of service on any Party by email, the place of receipt shall be deemed to be the address specified for service on that Party by post.

In proving receipt of any notice served in accordance with Clause 17.1, it shall be sufficient to show that the envelope containing the notice was properly addressed and either delivered to the relevant address by hand or posted as a pre-paid, signed-for first class or airmail letter, or that the email was sent to the correct email address.

This Clause 17 shall not apply to the service of any proceedings or other documents in any legal action.

GENERAL

On request by a Party, each Party shall, as soon as reasonably practicable at the requesting Party’s cost and insofar as it is reasonably able, do or procure the doing of all such acts and execute or procure the execution of all such documents (in a form reasonably satisfactory to the requesting Party) as the requesting Party may reasonably consider necessary or appropriate to carry this Agreement into effect and to give the requesting Party the full benefit of it.

If this Agreement is terminated pursuant to Clauses 5.9, 5.10, 7.7 or 8.10.3 the Parties shall have no further obligations under this Agreement, provided that:

the Surviving Provisions shall survive termination; and

such termination shall be without prejudice to any rights, liabilities or obligations that have accrued prior to termination, or to any other rights or remedies available under this Agreement or at law.

Save for the termination provisions set out in Clauses 5.9, 5.10, 7.7 or 8.10.3, no Party is entitled to terminate this Agreement.

Each of the Purchaser and the Seller shall bear 50 per cent. of the aggregate cost of the W&I Policy and the Other Insurance Policy (including the premium, insurance premium tax and any underwriting costs and, in respect of the Other Insurance Policy, any break fee, deposit and excess insurer costs) (together the “W&I Costs”). The Seller’s obligations under this Clause 18.4 shall be satisfied by the deduction of the relevant amount from the payment to be made by the Purchaser in respect of the Estimated Consideration in accordance with paragraph 2.1 of Schedule 2, save where Completion does not take place (in which case the Seller shall pay to the Purchaser an amount equal to 50% of the break fee payable under the Other Insurance Policy, together with 50% of any deposit or other non-refundable costs properly incurred by the Purchaser under the Other Insurance Policy, within two Business Days before the due date for payment of the break fee under the Other Insurance Policy).

Unless expressly provided otherwise in this Agreement (including pursuant to Clause 18.4), each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and implementation of the Transaction Documents. This Clause 18.5 shall not prejudice any Party’s right to seek to recover costs in any litigation or other dispute resolution procedure arising in connection with any Transaction Document.

All amounts payable under this Agreement shall, unless agreed otherwise in advance between the Purchaser and the Seller, be paid in USD and, to the extent necessary, any amount denominated in any other currency shall be converted into USD at:

in the case of any payment in respect of a claim for breach of a warranty contained in this Agreement, the Conversion Rate prevailing on the Business Day immediately preceding the Completion Date (or, if no such rate is quoted on that date, the Conversion Rate on the immediately preceding date on which such rates are quoted); or

subject to Clause 18.7, in any other case, the Conversion Rate prevailing on the Business Day immediately preceding the date on which such payment is made (or, if no such rate is quoted on that date, the Conversion Rate on the immediately preceding date on which such rates are quoted).

For the purposes of:

the Estimated Completion Statement and the calculation of the Estimated Consideration, any amount which is in a currency other than USD (or not otherwise reported by the Group or the Seller’s Group in USD) shall be converted from such currency into USD using the Conversion Rate prevailing on the date falling 15 Business Days prior to the Completion Date (or, if no such rate is quoted on that date, the Conversion Rate on the immediately preceding date on which such rates are quoted);

the Completion Statement and the calculation of any adjustment to the Consideration pursuant to Clause 10, any amount which is in a currency other than USD (or not otherwise reported by the Group or the Seller’s Group in USD) shall be converted from such currency into USD using the Conversion Rate prevailing on the Business Day immediately preceding the Completion Date (or, if no such rate is quoted on that date, the Conversion Rate on the immediately preceding date on which such rates are quoted);

interpreting Schedule 1 (including any definitions used in such Schedules), any amount which is in a currency other than USD (or not otherwise reported by the Group or the Seller’s Group in USD) shall be converted from such currency into USD using the Conversion Rate prevailing on the date of the applicable transaction (or, if no such rate is quoted on that date, the Conversion Rate on the immediately preceding date on which such rates are quoted); and

interpreting Schedule 4 (including any definitions used in such Schedules), to the extent that an amount has been required to be converted to USD or EUR, the Parties acknowledge that the Seller has converted such amount to USD in accordance with its internal consolidation and reporting procedures and then, if applicable, converted such amount to EUR using a USD:EUR conversion rate of 0.9252.

The Purchaser shall bear all stamp duties, including stamp duty, stamp duty reserve tax, stamp duty land tax, registration taxes, notarial fees, sales taxes or transfer taxes (each a “Transfer Tax”) arising in connection with the entry into this Agreement and/or Completion, other than any Transfer Tax payable in respect of the Rationalisation, and shall be responsible for arranging the payment of any such Transfer Tax and the submission of any related filings. The Purchaser shall indemnify the Seller and each member of the Seller’s Group against any losses payable, suffered or incurred by the Seller as a result of the Purchaser failing to comply with its obligations under this Clause 18.8.

Unless otherwise stated, all sums payable between the Purchaser and the Seller under any Transaction Document are exclusive of any applicable VAT. If any supply is treated as made for VAT purposes by any Party or any member of its group pursuant to this Agreement, and that Party or any member of its group is required to account for VAT in respect of that supply, the other Party shall pay to that Party or the relevant member of its group (in addition to any other consideration for that supply) an amount equal to such VAT. Such payment shall be made on demand and subject to the issue of a valid VAT invoice or, if later, at the same time as any other consideration for that supply.

Unless otherwise stated, all sums payable between the Purchaser and the Seller under this Agreement or for breach of any of the provisions of this Agreement shall be paid free and clear of all set-offs, counterclaims, deductions or withholdings whatsoever, save for any deductions or withholdings required by applicable law. If any such deductions or withholdings are required by applicable law, then the paying Party shall pay the recipient Party such amount as will, after the required deduction or withholding has been made, leave the recipient with the same amount as it would have received in the absence of such requirement to make a deduction or withholding.

Where any sum is payable between the Purchaser and the Seller pursuant to any breach of warranty, any indemnity (including a Specific Indemnity) or any covenant to pay under this Agreement and that sum is subject to a charge to Tax in the hands of the recipient Party (or would have been, but for the use or set-off of a Relief) then, save to the extent such charge to Tax (or use or set-off of such Relief) has already been taken into account in determining the sum payable, in addition to the sum payable, the paying Party shall pay such additional sum as will ensure that, after the relevant charge to Tax is discharged, the recipient Party shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Tax.

The provisions of Schedule 10 shall apply with effect from Completion.

No Party may assign, hold on trust, transfer, charge or otherwise deal with all or any part of its rights or obligations under this Agreement without the prior written consent of the other Party, provided that:

this Agreement and the benefits arising under it may be assigned in whole or in the part by the Seller to any member of the Seller’s Group (provided that if such assignee ceases to be a member of the Seller’s Group, this Agreement and the benefits arising under it shall automatically transfer back to the Seller immediately prior to such cessation); and

this Agreement and the benefits arising under it may be assigned in whole or in the part by the Purchaser to any member of the Purchaser’s Group (provided that if such assignee ceases to be a member of the Purchaser’s Group, this Agreement and the benefits arising under it shall automatically transfer back to the Purchaser immediately prior to such cessation).

In the case of an assignment pursuant to Clause 18.13 above, the liability of any Party to such an assignee shall not be greater than it would have been had such assignment not taken place, and all the rights, benefits and protections afforded to a Party shall continue to apply to the benefit of that Party as against the assignee as they would have applied as against the assigning Party.

Any purported assignment, declaration of trust, transfer, sub-contracting, delegation, charging or dealing in contravention of Clause 18.13 is ineffective.

This Agreement will inure to the benefit of and be binding upon the Parties hereto and their respective successors (whether pursuant to the operation of a merger or otherwise).

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each Party.

Except as expressly stated in this Agreement, this Agreement does not confer any rights on any person or party under the Contracts (Rights of Third Parties) Act 1999. The Parties may rescind, vary or terminate this Agreement in accordance with its terms without the consent of or notice to any person on whom such rights are conferred.

The Transaction Documents constitute the whole agreement between the Parties relating to the Transaction to the exclusion of any terms implied in law that may be excluded by contract. They supersede and extinguish any and all prior discussions, correspondence, negotiations, drafts, arrangements, understandings or agreements relating to the Transaction.

Each Party agrees and acknowledges that:

it is entering into the Transaction Documents in reliance solely on the statements made or incorporated in them;

it is not relying on any other statement, representation, warranty, assurance or undertaking made or given by any person, in writing or otherwise, at any time prior to the date of this Agreement (“Pre-Contractual Statement”);

it is not entering into this Agreement in consequence of or in reliance on any unlawful communication as defined in section 30(1) of the Financial Services and Markets Act 2000 made by the other Parties or such other Parties’ professional advisers;

except as expressly provided in this Agreement, it is entering into this Agreement solely in reliance on its own commercial assessment and investigation and advice from its own professional advisers; and

the other Parties are entering into this Agreement in reliance on the acknowledgements given in this Clause 18.20.

No Party shall have any liability whatsoever for any Pre-Contractual Statement, whether in contract, in tort, under the Misrepresentation Act 1967 or otherwise.

This entire agreement clause does not limit or exclude any liability for fraud.

If there is any inconsistency between the provisions of this Agreement and those of any other Transaction Document, the provisions of this Agreement shall prevail.

The rights and remedies conferred on any Party by, or pursuant to, this Agreement are cumulative, and, except as expressly provided in this Agreement, are in addition to, and not exclusive of, any other rights and remedies available to such Party at law or in equity.

Any waiver of any term or condition of this Agreement, waiver of any breach of any term or condition of this Agreement, or waiver of, or election whether or not to enforce, any right or remedy arising under this Agreement or at law, must be in writing and signed by or on behalf of the person granting the waiver, and no waiver or election shall be inferred from a Party’s conduct.

Any waiver of a breach of any term or condition of this Agreement shall not be, or be deemed to be, a waiver of any subsequent breach.

Failure to enforce any provision of this Agreement at any time or for any period shall not waive that or any other provision or the right subsequently to enforce all provisions of this Agreement.

Failure to exercise, or delay in exercising, any right or remedy shall not operate as a waiver or be treated as an election not to exercise such right or remedy, and single or partial exercise or waiver of any right or remedy shall not preclude its further exercise or the exercise of any other right or remedy.

If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority in any jurisdiction, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.

If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted or amended, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable and, if necessary, the Parties shall negotiate in good faith to amend the provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the Parties’ original commercial intention.

This Agreement may be executed in any number of counterparts (including by way of electronic signature), but shall not be effective until each Party has executed and delivered at least one counterpart. Each counterpart constitutes an original, and all the counterparts together constitute one and the same agreement. If this Agreement is executed in duplicate, each duplicate constitutes an original.

This Agreement and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Agreement) are governed by and shall be construed in accordance with the laws of England and Wales.

The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Agreement or the negotiation of the transaction contemplated by this Agreement).

The Seller, the Parent and the Seller’s Guarantor undertake to ensure that at all times a person with an address in England is appointed as their process agent to receive on their behalf service of any proceedings in respect of any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) (respectively, the “Seller’s Process Agent”, the “Parent’s Process Agent” and the “Seller’s Guarantor’s Process Agent”). Such service shall be deemed completed on delivery to the Seller’s Process Agent, the Parent’s Process Agent or the Seller’s Guarantor’s Process Agent (as applicable), whether or not it is forwarded to or received by the Seller, the Parent and/or the Seller’s Guarantor (as applicable).

At the date of this Agreement, the Seller, the Parent and the Seller’s Guarantor have appointed Vistra Trust Company Limited with registered address at First Floor, Templeback, 10 Temple Back, Bristol, BS1 6FL, United Kingdom as the Seller’s Process Agent, the Parent’s Process Agent and the Seller’s Guarantor’s Process Agent. If such person ceases to be able to act as process agent or no longer has an address in England, the Seller, the Parent and the Seller’s Guarantor shall immediately appoint a replacement Seller’s Process Agent, Parent’s Process Agent and Seller’s Guarantor’s Process Agent and deliver to the Purchaser a notice setting out the new Seller’s Process Agent’s, Parent’s Process Agent’s and Seller’s Guarantor’s Process Agent’s name and address together with a copy of the new Seller’s Process Agent, Parent’s Process Agent’s and Seller’s Guarantor’s Process Agent’s acceptance of its appointment.

The Seller, the Parent and the Seller’s Guarantor irrevocably agree that any proceedings or document served on the Seller’s Process Agent, the Parent’s Process Agent or the Seller’s Guarantor’s Process Agent (as applicable) will be validly served if delivered in accordance with Clause 17.

Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by law.

/s/ Daryl Hall

Daryl Hall (under power of attorney)

/s/ Lynn Feldman

Signature

/s/ Daryl Hall

Daryl Hall (under power of attorney)

/s/ Christopher Peter Davies

Signature

/s/ Christopher Jones

Signature

Discontinue or cease to operate all or a material part of its business (provided that, for the avoidance of doubt and subject to Clause 7.1 and the remaining paragraphs of this Schedule 1, the termination, expiration or cessation of individual contracts in the ordinary course of business shall not be deemed to constitute a discontinuation or cessation of operation for the purposes of this paragraph 1).

Make any fundamental change to the nature of its business, as a participant in the out-of-home advertising industry.

Except as set out or referred to in the LRF (subject to any additional updates in the Budget Document), enter into any agreement(s), amend any agreement(s) in any material respect or incur any commitment(s) involving:

individually, any direct capital expenditure in excess of: (i) USD 3,000,000, if during the period from (and including) the date of this Agreement to (and excluding) the date falling 12 months after the date of this Agreement (the “First Anniversary”); or (ii) USD 5,000,000, if during the period from (and including) the date of the First Anniversary to (and including) the Completion Date;