EFTA01127405.pdf

Phaidon Press Ltd: Structure Chart Please confirm ownership of PLB LLC & JMW1 LLC Members PLB LLC: JMWT LLC: F JMWT Leon Black LLC Sole member I-LP Designated Members - JMWT LLC-Leon Black - PLB LLC-Debra Black Directors -Leon Black -Eileen Alexanderson JMWT MidCo Limitedj Directors -Leon Black -Eileen Alexanderson Directors -Leon Black -Debra Black -Eileen Alexanderson Directors -Amanda Louise Renshaw -Andrew John Price -David John Davies -Emilia Terragni 1 00%ld each Marylebone Phaldon Press Phaidon Press Phaldon Press Phaldon Press Phaidon Press Phi don Retail Limited Inc (US) GmbH Sari (France) SRL Press Kit IWO )Germany) I (Italy) (Australia) Word_ Phaldon R• Inc (US) We he co fern that the a ve is the current ovmership for the group. EFTA01127405  CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company No. The Registrar of Companies for England and Wales, hereby certifies that JMWT LIMITED is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in England/Wales Given at Companies House on 25th September 2012 i e .( .0P. ......... ° ZAK() 0 ) THE OfRCIAL SEAL OP' The REGISTRAR OF COMPANIIs EFTA01127406  X Igl Ifig DEPARTMENT OF THE TREASURY .'"INTERNAL REVENUE SERVICE PHILADELPHIA PA 19255-0023 Date of this notice: 12-14-2012 ntification Number: Form: SS-4 Number of this notice: CP 575 A JMWT LIMITED EILEEN ALEXANDERSON 10 NORWICH STREET For assistance you may call us at: LONDON ENGLAND EC4A 1BD 1-800-829-4933 UNITED KINGDOM 000231 IF YOU WRITE, ATTACH THE STUB OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thapkyaujarapplying for an Employer Identification Number (EIN). We assigned you EIN This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. Form 1120F 12/15/2013 If you have questions about the form(s) or the due detes(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods. We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information. EFTA01127407  X M ID(ZDEPARTMENT OF THE TREASURY ""INTERNAL REVENUE SERVICE PHILADELPHIA PA 19255-0023 Date of this notice: 12-14-2012 ntification Number: Form: SS-4 Number of this notice: CP 575 A JMWT TOPCO LIMITED 10 NORWICH STREET For assistance you may call us at: LONDON EC4A 1BD 1-800-829-4933 UNITED KINGDOM 000239 IF YOU WRITE, ATTACH THE STUB OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Thgaismislowpplying for an Employer Identification Number (EIN). We assigned you EIN This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. Form 1120F 06/15/2013 If you have questions about the form(s) or the due dates(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods. We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information. EFTA01127408  X gp V l?(Z DEPARTMENT OF THE TREASURY "'INTERNAL REVENUE SERVICE PHILADELPHIA PA 19255-0023 Date of this notice: 12-14-2012 ntification Number: Form: SS-4 Number of this notice: CP 575 A JMWT MIDCO LIMITED X EILEEN ALEXANDERSON 10 NORWICH STREET For assistance you may call us at: LONDON EC4A 111D 1-800-829-4933 UNITED KINGDOM 000233 IF YOU WRITE, ATTACH THE STUB OF THIS NOTICE. WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER Th pplying for an Employer Identification Number (EIN). We assigned You EIN This EIN will identify you, your business accounts, tax returns, and documen s, even if you have no employees. Please keep this notice in your permanent records. When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us. Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown. Form 1120F 12/15/2013 If you have questions about the form(s) or the due dates(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods. We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information. EFTA01127409  JMWT LIMITED (company no. (the "Company") MINUTES of a meeting of the board of directors of the Company held at ......... ......... ...... ....... on 3 October 2012. PRESENT: Leon Black (chairman) Eileen Alexanderson 1 Notice and quorum The chairman reported that due notice of the meeting had been given, that a quorum of directors was present and that the meeting was therefore duly constituted. 2 Purpose of meeting The chairman reported that the purpose of the meeting was to consider and, if thought fit, approve: 2.1 the proposed entry by the Company into the Subscription Agreement (as defined below); 2.2 the issue of 100 ordinary shares ("Shares") by the Company to JMWT Midco Limited ("Midco"} for a total subscription price of £41,205,000 (the 'Subscription Price"), (the 'Issue"); and 2.3 the proposed purchase by the Company of the entire issued share capital of Phaidon Press Limited (the 'Purchase"), and the entry by the Company into various documents relating to the Purchase. 3 Documents produced to the meeting The following documents (together the 'Documents') were produced to the meeting: 3.1 a copy of a subscription letter received from Midco applying for the Shares for the Subscription Price; 32 a draft subscription agreement to be entered into between JMWT Acquisition LLP (1), JMWT TopCo Limited (2), Midco (3) and the Company (4) (the 'Subscription Agreement*); 3.3 a copy of a share purchase agreement entered into between Annopol (Holdings) Ltd, Mr. David Davies, Mr. Andrew Price, Ms. Amanda Renshaw and Ms. Amanda Ridout (1), Mr Richard Schlegman (2) and the Company (3) (the "Share Purchase Agreement*); 3.4 a copy of a disclosure letter (the 'Disclosure Letter') signed by Annopol (Holdings) Ltd, Mr. David Davies, Mr. Andrew Price, Ms. Amanda Renshaw, Ms. Amanda Ridout and the Company, being the disclosure letter referred to in the Share Purchase Agreement; and 3.5 a set of the agreed form documents (the 'Agreed Form Documents') referred to in the Share Purchase Agreement. 1 Error) Unknown document property name. 3-Oct-12 Error! Unknown document property name. EFTA01127410 4 Directors' interests 4.1 In accordance with the Company's articles of association and s.177 Companies Act 2000, each director present who was in any way, directly or indirectly. interested in the matters at hand, declared the nature and extent of his interest ("Interest") to the other directors, save to the extent that such Interest was the subject of a notice in writing or general notice or the other directors were already aware of it (or ought reasonably to have been aware of it). 4.2 Each of the directors concerned was reminded of his obligation to make a further declaration if the declaration of his Interest proved to be, or became, inaccurate or incomplete. 4.3 It was noted that none of the Interests disqualified any of the directors present from forming part of the quorum of or voting at the meeting. 5 Consideration of and authority to enter into the Documents 5.1 The meeting then considered carefully the terms of each of the Documents in detail. 5.2 IT WAS RESOLVED that 5.2.1 the Issue be and is hereby approved subject to receipt by the Company of the Subscription Price; 5.2.2 the Purchase be and is hereby approved; 5.2.3 the terms of and entry into each of the Documents and their delivery and performance are approved; 5.2.4 the execution of the Share Purchase Agreement and Disclosure Letter by Leon Black on behalf of the Company be and is hereby approved; 5.2.5 any of the Documents required to be executed by the Company as a deed, or otherwise, be executed as a deed, or otherwise, by the Company in any manner permitted by law, subject to such amendments as those executing the same on behalf of the Company think fit; 5.2.6 any of the Documents required to be signed by or on behalf of the Company be signed by any director of the Company (a *Director"), with such amendments as that person thinks fit; and 5.2.7 each Director is authorised: 5.2.7.1 to do all such acts and things and agree on behalf of the Company all such other documents, certificates or notices as may be required in order to implement the Purchase and the Issue and the transactions contemplated by the Documents and give such representations, undertakings and assurances as may be required in connection with the Purchase and the Issue; and 5.2.7.2 to sign any such document, certificate or notice required to be signed by or on behalf of the Company; and each Director is authorised: 5.2.7.3 to execute any such document, certificate or notice required to be executed by the Company as a deed or otherwise by the Company in any manner permitted by law. 2 Erroll Unknown document property name. 3-Oct-12 Errorl Unknown document property name. EFTA01127411 5.3 The execution or signing of each of the Documents and any other document referred to above by any person authorised to execute or sign the same shall be conclusive evidence of the due authorisation by the Company of the execution or signing of such Document or documents. 5.4 My Director is authorised to: 5.4.1 update the Company's statutory registers to reflect the Issue; and 5.4.2 execute on behalf of the Company and issue a share certificate to Midco in respect of the Shares, following receipt by the Company of the Subscription Price. 5.5 My Director is authorised to issue and certify as a true, complete and up-to-date copy a copy of the minutes of this meeting and to certify from time to time that each of the resolutions contained in them has not been amended, varied, modified or revoked and is in full force and effect. 6 Close of meeting There being no further business, the chairman declared the meetingtdosed. Chairman 3 Error! Unknown document property namo. 3-Oct-12 Error! Unknown document property name. EFTA01127412  JMWT MIDCO LIMITED (company noMM (the "Company' ) MINUTES of a meeting of the board of directors of the Company held at ......... ......... ..... ................. ... on 3 October 2012. PRESENT: Leon Black (chairman) Eileen Alexanderson 1 Notice and quorum The chairman reported that due notice of the meeting had been given, that a quorum of directors was present and that the meeting was therefore duly oonstituted. 2 Purpose of meeting The chairman reported that the purpose of the meeting was to consider and, if thought fit, approve: 2.1 the proposed entry by the Company into the Loan Agreement (as defined below); 2.2 the proposed entry by the Company into the Subscription Agreement (as defined below); 2.3 the application by the Company for 100 ordinary shares in JMWT Limited rBidco") for a total subscription price of £41,205,000 (the 'Application"); and 2.4 the issue of 100 ordinary shares ("Shares') by the Company to JMWT TopCo Limited ("Topco") for a total subscription price of £27,470,000 (the 'Subscription Price% (the "Issue"). 3 Documents produced to the meeting The following documents (together the 'Documents") were produced to the meeting: 3.1 a draft loan agreement to be entered into between the Company (1) and JMWT Acquisition LLP (2) (the "Loan Agreement"); 3.2 a form of subscription letter addressed to Bidco to be entered into by the Company in connection with the Application; 3.3 a copy of a subscription letter received from Topco applying for the Shares for the Subscription Price; and 3.4 a draft subscription agreement to be entered into between JMWT Acquisition LLP (1), Topco (2), the Company (3) and Bidco (4) (the "Subscription Agreement"). 4 Directors' interests 4.1 In accordance with the Company's articles of association and s.177 Companies Act 2006, each director present who was in any way, directly or indirectly, interested in the matters at hand, declared the nature and extent of his interest ("Interest') to the other directors, save 1 Error! Unknown document property name. 3-Od-12 Error! Unknown documont property name. EFTA01127413  to the extent that such Interest was the subject of a notice in writing or general notice or the other directors were already aware of it (or ought reasonably to have been aware of it). 4.2 Each of the directors concerned was reminded of his obligation to make a further declaration if the declaration of his Interest proved to be, or became, inaccurate or incomplete. 4.3 It was noted that none of the Interests disqualified any of the directors present from forming part of the quorum of or voting at the meeting. 5 Consideration of and authority to enter Into the Documents 5.1 The meeting then considered carefully the terms of each of the Documents in detail. 5.2 IT WAS RESOLVED that 5.2.1 the Application be and is hereby approved; 5.2.2 the Issue be and is hereby approved subject to receipt by the Company of the Subscription Price; 5.2.3 the terms of and entry into each of the Documents and their delivery and performance are approved; 5.2.4 any of the Documents required to be executed by the Company as a deed, or otherwise, be executed as a deed, or otherwise, by the Company in any manner permitted by law, subject to such amendments as those executing the same on behalf of the Company think fit; 5.2.5 any of the Documents required to be signed by or on behalf of the Company be signed by any director of the Company (a 'Director"), with such amendments as that person thinks fit; and 5.2.6 each Director is authorised: 5.2.6.1 to do all such acts and things and agree on behalf of the Company all such other documents, certificates or notices as may be required in order to Implement the Application and the Issue and the transactions contemplated by the Documents and give such representations, undertakings and assurances as may be required in connection with the Application and the Issue; and 5.2.6.2 to sign any such document, certificate or notice required to be signed by or on behalf of the Company: and each Director is authorised: 5.2.6.3 to execute any such document, certificate or notice required to be executed by the Company as a deed or otherwise by the Company in any manner permitted by law. 5.3 The execution or signing of each of the Documents and any other document referred to above by any person authorised to execute or sign the same shall be conclusive evidence of the due authorisation by the Company of the execution or signing of such Document or documents. 6.4 Any Director is authorised to: 5.4.1 update the Company's statutory registers to reflect the Issue; and 2 Error! Unknown document property name. 3-Oct-12 Error! Unknown document properly name. EFTA01127414  following receipt by the Company of the Subscription Price. 5.5 Any Director is authorised to issue and certify as a true, complete and up-to-date copy a copy of the minutes of this meeting and to certify from time to time that each of the resolutions contained in them has not been amended, varied, modified or revoked and is in full force and effect. 6 Close of meeting There being no further business, the chairman declared the meeting dosed. Chairman 3 Error: Unknown document property name. 3-CM-12 Error! Unknown document property name. EFTA01127415  JMWT TOPCO LIMITED (company no. (the "Company") MINUTES of a meeting of the board of directors of the Company held at ..... .......... ....... ............ .............................. .... on 3 October 2012. PRESENT: Leon Black (chairman) Eileen Alexanderson 1 Notice and quorum The chairman reported that due notice of the meeting had been given, that a quorum of directors was present and that the meeting was therefore duly constituted. 2 Purpose of meeting The chairman reported that the purpose of the meeting was to consider and, if thought fit, approve: 2.1 the proposed entry by the Company Into the Subscription Agreement (as defined below); 2.2 the application by the Company for 100 ordinary shares in JMWT Midco Limited ("Moos) for a total subscription price of £27,470,000 (the "Application"); and 2.3 the issue of 100 ordinary shares ("Shares') by the Company to JMWT- Acquisition LLP ("JMWT LLP") for a total subscription price of £27,470,000 (the "Subscription Price'), (the Issue"). 3 Documents produced to the meeting The following documents (together the 'Documents') were produced to the meeting: 3.1 a form of subscription letter addressed to Midco to be entered Into by the Company in connection with the Application; 3.2 a copy of a subscription letter received from JMWT LLP applying for the Shares for the Subscription Price; and 3.3 a draft subscription agreement to be entered into between JMWT LLP (1), The Company (2), Midco (3) and JMWT Limited (4) (the "Subscription Agreement'). 4 Directors' interests 4.1 In accordance with the Company's articles of association and s.177 Companies Act 2006, each director present who was in any way, directly or indirectly, interested in the matters at hand, declared the nature and extent of his interest ("Interest") to the other directors, save to the extent that such Interest was the subject of a notice in writing or general notice or the other directors were already aware of it (or ought reasonably to have been aware of it). 1 Error! Unknown document property name. 3-00-12 Errorl Unknown document property name. EFTA01127416 4.2 Each of the directors concerned was reminded of his obligation to make a further declaration if the declaration of his Interest proved to be, or became, inaccurate or incomplete. 4.3 It was noted that none of the Interests disqualified any of the directors present from forming part of the quorum of or voting at the meeting. 5 Consideration of and authority to enter Into the Documents 5.1 The meeting then considered carefully the terms of each of the Documents in detail. 5.2 IT WAS RESOLVED that 5.2.1 the Application be and is hereby approved; 5.2.2 the issue be and is hereby approved subject to receipt by the Company of the Subscription Price; 5.2.3 the terms of and entry into each of the Documents and their delivery and performance are approved; 5.2.4 any of the Documents required to be executed by the Company as a deed, or otherwise, be executed as a deed, or otherwise, by the Company in any manner permitted by law, subject to such amendments as those executing the same on behalf of the Company think fit; 5.2.5 any of the Documents required to be signed by or on behalf of the Company be signed by any director of the Company (a 'Director"), with such amendments as that person thinks fit and 5.2.6 each Director is authorised: 5.2.6.1 to do all such acts and things and agree on behalf of the Company all such other documents, certificates or notices as may be required in order to implement the Application and the issue and the transactions contemplated by the Documents and give such representations, undertakings and assurances as may be required in connection with the Application and the issue; and 5.2.6.2 to sign any such document, certificate or notice required to be signed by or on behalf of the Company; and each Director is authorised: 5.2.6.3 to execute any such document, certificate or notice required to be executed by the Company as a deed or otherwise by the Company in any manner permitted by law. 5.3 The execution or signing of each of the Documents and any other document referred to above by any person authorised to execute or sign the same shall be conclusive evidence of the due authorisation by the Company of the execution or signing of such Document or documents. 5.4 My Director is authorised to: 5.4.1 update the Company's statutory registers to reflect the Issue; and 5.4.2 execute on behalf of the Company and issue a share certificate to JMWT LLP in respect of the Shares, 2 Error! Unknown document property namo. a-oct-12 Errorl Unknown document property name. EFTA01127417  5.4.2 execute on behalf of the Company and issue a share certificate to Topco in respect of the Shares, following receipt by the Company of the Subscription Price. 5.5 Any Director is authorised to issue and certify as a true, complete and up-to-date copy a copy of the minutes of this meeting and to certify from time to time that each of the resolutions contained in them has not been amended, varied, modified or revoked and is in full force and effect. 6 Close of meeting There being no further business, the chairman declared the meeting dosed. Chairman 3 Error: Unknown document property name. 3-Oct 12 Error! Unknown documont property name. EFTA01127418  JMWT ACQUISITION LLP (the "LLP") MINUTES of a meeting of the members of the LLP held at .............................. ....... ............ ..... ..... .................... on 3 October 2012. PRESENT: Leon Black (representative of JMWT LLC) (chairman) Debra Black (representative of PLB LLC) 1 Notice and quorum The chairman reported that due notice of the meeting had been given, that a quorum of members was present and that the meeting was therefore duly constituted. 2 Purpose of meeting The chairman reported that the purpose of the meeting was to consider and, If thought fit, approve: 2.1 the proposed entry by the LLP into the Loan Agreement (as defined below); 2.2 the proposed entry by the LLP into the Subscription Agreement (as defined below); and 2.3 the application by the LLP for 100 ordinary shares in JMWT TopCo Limited ("Topco') for a total subscription price of £27,470,000 (the 'Application"). 3 Documents produced to the meeting The following documents (together the 'Documents') were produced to the meeting: 3.1 a draft loan agreement to be entered into between JMWT MidCo Limited (1) and the LLP (2) (the 'Loan Agreement); 3.2 a draft subscription agreement to be entered into between the LLP (1), Topco (2), JMWT MidCo Limited (3) and JMWT Limited (4) (the "Subscription Agreement"); and 3.3 a form of subscription letter addressed to Topco to be entered into by the LLP in connection with the Application (the "Subscription Letter"). 4 Consideration of and authority to enter into the Documents 4.1 The meeting then considered carefully the terms of each of the Documents in detail. 4.2 IT WAS RESOLVED that: 4.2.1 the Application be and is hereby approved; 4.2.2 the terms of and entry into each of the Documents and their delivery and performance are approved; 1 Error! Unknown document property name. 3-Oct-12 Error: Unknown document property name. EFTA01127419  4.2.3 any of the Documents required to be executed by the LLP as a deed, or otherwise, be executed as a deed, or otherwise, by the LLP in any manner permitted by law, subject to such amendments as those executing the same on behalf of the LLP think fit; 4.2.4 any of the Documents required to be signed by or on behalf of the LLP be signed by Leon Black, with such amendments as he thinks fit 4.2.5 Leon Black is authorised: 4.2.5.1 to do all such acts and things and agree on behalf of the LLP all such other documents, certificates or notices as may be required in order to implement the Application and the transactions contemplated by the Documents and give such representations, undertakings and assurances as may be required in connection with the Application; and 4.2.5.2 to sign any such document, certificate or notice required to be signed by or on behalf of the LLP; and Leon Black is authorised: 4.2.5.3 to execute any such document certificate or notice required to be executed by the LLP as a deed or otherwise by the LLP in any manner permitted by law. 4.3 The execution or signing of each of the Documents and any other document referred to above by any person authorised to execute or sign the same shall be conclusive evidence of the due authorisation by the LLP of the execution or signing of such Document or documents. 4.4 Leon Black is authorised to issue and certify as a true, complete and up-to-date copy a copy of the minutes of this meeting and to certify from time to time that each of the resolutions contained in them has not been amended, varied, modified or revoked and is in full force and effect. 5 Close of meeting There being no further business, the chair an declared the eetirg closed. d /5 / Chairman 2 Error! Unknown document property name. 3-Oct-12 Error! Unknown document property name. EFTA01127420 DATE 3 OCOTBER 2012 JMWT ACQUISITION LLP JMWT TOPCO LIMITED JMWT MIDCO LIMITED JMWT LIMITED SUBSCRIPTION AGREEMENT Macfarlanes LLP 20 Cursitor Street London EC4A 1LT EFTA01127421  CONTENTS Clause Page 1 Definitions and interpretation 2 2 Subscription and infra-group transactions 5 3 General provisions 6 4 Further assurance 7 5 Amendments 7 6 Severance 7 7 No partnership or agency 7 8 Third party rights 7 9 Costs 8 10 Notices 8 11 Counterparts 9 12 Governing law 10 Schedule 1 Subscribers 1 EFTA01127422  SUBSCRIPTION AGREEMENT DATE 3 October 2012 PARTIES 1 JMWT ACQUISITION LLP a limited liability company incorporated in England and Wales with registration number hose registered office is at 10 Norwich Street, London, EC4A 1BD (the "LLP"); 2 JMWT C LIMITED, a company incorporated in England and Wales with registration number whose registered office is at 10 Norwich Street. London, EC4A 1BD ('Topco ); 3 JMWT ITED, a company incorporated in England and Wales with registration number whose registered office Is at 10 Norwich Street, London, EC4A 1BO cMidco"); a 4 JMWT LIMITED, a company incorporated in England and Wales with registration number 08228033 whose registered office is at 10 Norwich Street, London, EC4A 1BD ("Bidco') INTRODUCTION A The LLP has agreed to subscribe for shares in Topco on the terms and conditions set out here and to provide a loan to Midco on the terms set out In a loan agreement to be entered into between LLP and Midco on or about this date of this Agreement (the 'Loan Agreement). C Topco has agreed to apply the proceeds from such subscription to subscribe for shares in Midco on the terms and conditions set out here in. D Midco has agreed to apply the proceeds from such subscription and the monies advanced to it pursuant to the Loan Agreement to subscribe for shares In Bidco and has agreed to enter into the Loan Agreement. AGREEMENT 1 Definitions and Interpretation 1.1 The introduction and schedules form part of this agreement and shall have the same force and effect as if set out in the body of this agreement. Any reference to this agreement shall include the introduction and schedules. 1.2 In this agreement, the following words and expressions have the following meanings: Acquisition: the proposed acquisition of the entire issued share capital of Phaidon Press Limited by Bidco in accordance with the terms of the SPA; Bidco Shares: ordinary shares of £1 each in the capital of Bidco; Bidco Subscription Price: the amount set out In column 7 of schedule 1; Business Day: any day other than a Saturday, Sunday or any other day which is a public holiday in England; Encumbrance: any Interest or equity of any person (Including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, 'Muer! Unknown document property name. Erred Unknown document property name. EFTA01127423  security interest, title retention or any other security agreement or arrangement or other third party right, or any agreement, arrangement or obligation to create any of the same; Midco Shares: ordinary shares of £1 in the capital of Midco; Midco Subscription Price: the amount set out In column 6 of schedule 1; Party: a party to this agreement and "Parties" shall be construed accordingly; SPA: a sale and purchase agreement to be entered into by (1) Annopol (Holdings) Ltd, Mr. David Davies, Mr. Andrew Price, Ms. Amanda Renshaw and Ms. Amanda Ridout, (2) Mr Richard Sohlegman, and (3) Bidco on or about the date of this Agreement; Subscriber: the LLP, Topco, Midco and Bidco, or any one of them; and Topco Shares: ordinary shares of £1 each in the capital of Topco; and Topco Subscription Price: the amount set out in column 5 of schedule 1. 1.3 In this agreement, unless otherwise specified: 1.3.1 any reference to any statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, whether before or after the date of this agreement; 1.3.2 any reference to any legislation (whether of the United Kingdom or elsewhere) including to any statute, statutory provision or subordinate legislation (Legislation") includes a reference to that Legislation as from time to time amended or re-enacted, whether before or after the date of this agreement except to the extent that any amendment or re-enactment coming into force, or Legislation made, on or after the date of this agreement would create or increase the liability of any Party; and 1.3.3 any reference to re-enactment includes consolidation and rewriting, in each case whether with or without modification. 1.4 In this agreement, unless the context requires otherwise: 1.4.1 words and expressions which are defined in the Companies Act 2006 and which are not otherwise defined in this agreement shall have the same meanings as are given to them in that Act; 1.4.2 any question as to whether a person is connected with any other person shall be determined in accordance with the provisions of as.1122-1123 Corporation Tax Act 2010; 1.4.3 any gender includes a reference to the other genders; 1.4.4 any reference to 'persons' includes natural persons, partnerships, companies, bodies corporate, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality), but references to individuals shall be deemed to be references to natural persons only; 1.4.5 any reference to the introduction, a clause or schedule is to the introduction, a clause or schedule (as the case may be) of or to this agreement; 1