SHARE PURCHASE AGREEMENT

1.

EDWARD D. JONES & CO., L.P. whose registered office is at 12555 Manchester Road, St. Louis, Missouri 63131, United States, (a Missouri registered limited partnership) (the “ Seller ”);

2.

TOWRY LAW FINANCE COMPANY LIMITED whose registered office is at Towry Law House, Western Road, Bracknell, RG12 1TL, United Kingdom (registered in England No. 05721344) (the “Purchaser” );

(A)

Particulars of each member of the Group (as defined in this Agreement) are set out in Attachment 1 (Basic information about the Company) and Attachment 2 (Basic information about the Subsidiary).

(B)

The Seller has agreed to sell and the Purchaser has agreed to purchase and pay for the Shares (as defined in this Agreement) in each case on the terms and subject to the conditions of this Agreement.

1.

Interpretation

1.1

In this Agreement, the Schedules and the Attachments to it:

“ Accounts ”

means the audited financial statements of the Company, prepared in accordance with the Companies Acts (which were in force and applicable to the Company in respect of such accounting reference period), for the accounting reference period ended on the Accounts Date comprising in each case, the Directors’ report, the Independent Auditors’ report, the balance sheet, the profit and loss account and the notes to the accounts, a copy of which is annexed to the Disclosure Letter;

“ Accounts   Date ”

means 31 December 2008;

“Adjusted Net Assets”

means the total assets of the Company as at Completion calculated in accordance with the accounting principles and practices used in preparing Attachment 3 (Adjusted Net Assets Calculation) and in accordance with the applicable law and accounting principles and practices generally accepted in the

United Kingdom, subject to the following changes:

(i)          the deduction of tangible fixed assets (i.e. property, improvements and equipment);

(ii)          the deductions of the Total Liabilities (i.e. Short Term Bank Loans, Long Term Debts, Payables to Customers, Bankers, Dealers and Others and Depositors, Accounts Payable and Accrued Expenses, Accrued Sales, Commissions and Variable Compensation);

and by way of illustration, Attachment 3 (Adjusted Net Assets Calculation) shows the Adjusted Net Asset calculation as at 25 September 2009 based on the Management Accounts as at that date;

“ Assignments ”

means (i) the confirmatory assignment between the Company and the Seller executed on or about the date hereof but before the entering into of this Agreement effecting an assignment by the Company to the Seller of all such right, title and interest (including goodwill) as the Company may have had in any of the Trade Name and the Retained IP and (ii) the agreement relating to Information Technology and Retained IT between the Company and the Seller executed on or about the date hereof but before the entering into of this Agreement;

“ Business Day ”

means a day (other than a Saturday or a Sunday) on which banks are open for business in London, England and St. Louis, Missouri;

“ Business Information ”

means all information (in whatever form held) including (without limitation) all:

(i)          formulas, designs, specifications, drawings, know-how, manuals and instructions;

(ii)          customer lists, sales, marketing and promotional information;

(iii)         business plans;

(iv)        technical or other expertise; and

(v)          computer software and all accounting and tax records, correspondence, orders and enquiries;

which relates exclusively or predominantly to a member of the Group and the business effected by the Group at Completion, excluding any rights in any Retained Information. For purposes of clarity, in the event information that is otherwise Business Information is derived from similar information that is Retained Information, such Business Information shall not include rights in the underlying Retained Information, which shall remain the sole and exclusive property of the Retained Group but the derived information shall constitute Business Information. For the avoidance of doubt, in the event the parties are in dispute or otherwise disagree as to whether information is Business Information, Shared Information or Retained Information, the information shall be presumed to be Shared Information and shall be treated as such hereunder pending resolution of any such dispute or disagreement;

“ Capital Commitment ”

means any capital expenditure by a member of the Group;

“ Claim Period ”

means the period from (and including) the Completion Date to (but excluding) the third anniversary of the Completion Date;

“ Companies Acts ”

means the Companies Act 2006, the Companies Act 1985, the Companies Consolidation (Consequential Provisions) Act 1985, the Companies Act 1989 and Part V of the Criminal Justice Act 1993;

“ Company ”

means Edward Jones Limited, basic information concerning which is set out in Part A of Attachment 1 (Basic information about the Company);

“ Completion ”

means completion of the sale and purchase of the Shares under this Agreement;

“ Completion Date ”

means a date as soon as reasonably practicable after the Condition is satisfied as mutually agreed by the Purchaser and the Seller but in no event later than 7 calendar days after the date on which the Condition is satisfied unless otherwise mutually agreed by the Purchaser and the Seller;

“ Completion Statement ”

means the completion statement described in Schedule 7 (Completion Statement);

“ Condition ”

means the condition set out in clause 3 ;

“ Confidential Business Information ”

means any Business Information which is confidential or not generally known;

“ Confidential Retained Information ”

means any Retained Information, which is confidential or not generally known;

“ Confidential Shared Information ”

means any Shared Information, which is confidential or not generally known;

“ Confidentiality Agreement ”

means a confidentiality agreement entered into between the Seller and the Towry Law Financial Services Limited and its affiliates (including, without limitation, the Purchaser) on 25 August 2009;

“ CTA 2009 ”

means the Corporation Tax Act 2009;

“ Disclosure Letter ”

means the letter dated on the same date as this Agreement written by the Seller to the Purchaser for the purposes of sub-clause 11.1 (Purchaser’s remedies and Seller’s limitations on liability) including the Due Diligence Documents and delivered to the Purchaser’s Solicitors before the execution of this Agreement;

“ Draft Completion Statement ”

has the meaning ascribed to that term in paragraph 1.1 of Schedule 7 (Completion Statement)

“ Due Diligence Documents ”

means the Information Memorandum andthe documents listed in the Index of Disclosure Documents copies of which are contained in the electronic files accompanying the Disclosure Letter;

“Estimated Adjusted Net Assets”

means a good faith estimate of the Company’s Adjusted Net Assets as at Completion to be provided by the Seller to the Purchaser pursuant to clause 8.5 ;

“FSA”

means the UK Financial Services Authority or any successor thereto;

“FSMA”

means the Financial Services and Markets Act 2000;

“FSA Change of Control Applications”

means the formal written application(s) to acquire control of the Company in accordance with Part XII of FSMA which are to be submitted to the FSA pursuant to clause 3.2 , by each member of the Purchaser’s Group and other persons that will be a controller of the Company immediately following Completion (where for the purposes of this definition, “control” and “controller” have the same meanings as ascribed to those terms in Part XII of FSMA);

“Group”

means the Company and the Subsidiary;

“Head Office Lease”

means a lease of the 1 ^st , 2 ^nd and 3 ^rd floors, 11 Westferry Circus, Canary Wharf, London, E14 4HH dated 11 August 1999 made between Deutsche Immobilien Fonds Atkiengesellschaft (1) the Company (2) and The Jones Financial Companies, L.L.L.P. (3);

“HMRC”

means Her Majesty’s Revenue & Customs;

“ICTA   1988”

means the Income and Corporation Taxes Act 1988;

“Indemnities”

means the Mis-Selling Indemnity and the indemnities given by the Seller to the Purchaser pursuant to clause 7.3 (locked-box), clause 14.2 (indemnities) and clause 15 (properties);

“Indemnity Claims”

means a claim under any of the Indemnities;

“Independent Financial Services”

means:

(i)          the provision of advice on subscribing for or buying, holding, selling of or otherwise dealing in; and/or

(ii)         arranging, effecting or executing subscriptions, purchases, sales and other dealings in; and/or

(iii)         the management of investments in,

any of the following:

(A)      authorised unit trust schemes;

(B)       collective investment schemes generally;

(C)      investment trusts and funds;

(D)      pension products;

(E)         life assurance, critical illness and/or disability products;

(F)       individual savings accounts;

(G)      shares; and/or

(H)      fixed income or other securities.

“Index of Disclosure Documents”

means the index of Due Diligence Documents constituting the Appendix to the Disclosure Letter;

“Information Memorandum”

means a document (together with its various addendums) dated September 2009 and sent to the Purchaser by the Seller’s financial advisor containing certain business and financial information in relation to the Group;

“Information Technology”

means computer hardware, software and networks;

“Instalment Payments Regulations”

means The Corporation Tax (Instalment Payments) Regulations 1998 (SI 1998 No. 3175);

“Intellectual Property”

means patents, trade marks, rights in designs, copyrights and database rights (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;

“Interim Amount”

has the meaning given to that term in clause 8.2 (Adjusted Net Assets);

“Last Accounting Date”

means 31 December 2008;

“Longstop Date”

means 28 February 2010, or such later date as the parties may agree;

“Loss”

means any loss, liability, damages, payment, cost or expense in any jurisdiction (including reasonable legal fees and disbursements), together with any applicable VAT;

“Management Accounts”

means the management accounts of the Company for each month from the Last Accounting Date to 25 September 2009;

“Mis-Selling Claim, Complaint or Investigation”

means any claim, complaint, compensation, proceedings or investigation (including any Regulatory Investigation) which arises out of or in relation to a Pre-Completion Transaction;

“Mis-Selling Indemnity”

means the indemnity given by the Seller to the Purchaser pursuant to clause 14.1 (Indemnities);

“Mis-Selling Liabilities”

means any Losses suffered or incurred by any of the members of the Group or the Purchaser’s Group (whether actual or contingent, present or future, known or unknown) which arise out of or in relation to a Pre-Completion Transaction;

“Permitted Leakage”

means the following permitted payments, transfers and

accruals:

(i)          payments made in the ordinary course of business;

(ii)         any payment under £25,000;

(iii)         any payments made pursuant to the terms of an Outsourcing Agreement dated 1 November 2007 made between the Company and the Seller;

(iv)        any payments made pursuant to the terms of an International Transfer Pricing Agreement made between the Company and the Seller and dated 1 July 2008;

(vi)       any payments or transfers made pursuant to the terms of the Assignments;

(vii)       any capital returned in cash by the Company to the Seller (provided that the Company shall at all times retain sufficient capital to comply with its regulatory capital requirements prior to Completion);

(viii)       any payments required to repay inter-group debt owed by the Company to any member of the Retained Group which arise from payments made on behalf of the Company by the Seller in the ordinary course of business (which at 25 September 2009 did not exceed £940,758.76, provided that such amount shall not constitute a cap on such payments);

(ix)        any fees payable by the Company in connection with the transaction;

(x)         management fees to the Retained Group for salaries, cost of living adjustment, housing and tax equalization payments for General Partners of The Jones Financial Companies, L.L.L.P. resident in the U.K., in amounts consistent with those previously paid in calendar year 2009;

(xi)        amounts accrued in the ordinary course of business for employee cash bonuses for Group employees up to Completion, which amounts may be paid in cash prior to Completion, or, at Seller’s direction in accordance with clause 10.4 , following Completion in the amounts so accrued;

(xii)                      amounts accrued in the ordinary course of business for financial advisor travel incentives and financial advisor bonuses related to the financial advisor milestone bonus program for Group employees up to Completion, which amounts may be paid in cash prior to Completion, or, at Seller’s direction in accordance with clause 10.4 , following Completion in the amounts so

accrued;

(xiii)         amounts accrued in the ordinary course of business under the Seller’s profit sharing plan allocable to Group employees, which amounts may be paid in cash prior to Completion, or, at Seller’s direction in accordance with clause 10.4 , following Completion in the amounts so accrued,

provided that in this definition, the terms “payments” and “fees” shall mean respectively cash payments and cash fees;

“Pre-Completion Transaction”

means the sale, prior to Completion, by the Company of any financial products, investments or instruments or any advice, recommendation or service provided by the Company to or for the benefit of any person, prior to Completion, in relation to any financial products, investments, securities or instruments provided that if any advice or recommendation is given prior to Completion that results in a sale of a financial product, investment or instrument after Completion, then that advice or recommendation shall not constitute a Pre-Completion Transaction;

“Proceedings”

means any proceeding, suit or action arising out of or in connection with this Agreement, whether contractual or non-contractual;

“Property” or “Properties”

means freehold, leasehold or other immovable property in any part of the world;

“Purchaser’s Group”

means the Purchaser, its subsidiaries and subsidiary undertakings, any holding company of the Purchaser and all other subsidiaries of any such holding company from time to time;

“Purchaser’s Solicitors”

means Slaughter and May, of One Bunhill Row, London EC1Y 8YY;

“Regulatory Investigation”

means any investigation or review of any Pre-Completion Transaction entered into by the Company that the Company (or any third party appointed by it) is required to carry out by applicable law or regulation or by any governmental or regulatory body (including the FSA) or ombudsman or that is carried out by any governmental or regulatory body (including the FSA) or ombudsman;

“Relevant Property”

means the Property or Properties:

(i)           owned, used or occupied by any member of the Group;

(ii)          in which any member of the Group has any right or interest; or

(iii)         in which any member of the Group has any actual or contingent liability whether arising as original tenant, assigns, guarantor or otherwise;

“Retained Group”

means, subject to clause 7.2, the Seller, its subsidiaries and subsidiary undertakings from time to time, The Jones Financial Companies, L.L.L.P., any parent undertaking of the Seller and all other subsidiaries or subsidiary undertakings of The Jones Financial Companies, L.L.L.P. or any such parent undertaking (except members of the Group);

“Retained Information”

means all information (in whatever form held) including (without limitation) all:

(i)           formulas, designs, specifications, drawings, know-how, manuals and instructions;

(ii)          customer lists, sales, marketing and promotional information;

(iii)         business plans;

(iv)         technical or other expertise; and

(v)          computer software and all accounting and tax records, correspondence, orders and enquiries;

which relates exclusively to the Seller and the Retained Group and the business effected by the Seller and the Retained Group) prior to Completion. For the avoidance of doubt in the event the parties are in dispute or otherwise disagree as to whether any information is Retained Information or Shared Information, the information shall be presumed to be Shared Information and shall be treated as such hereunder pending resolution of any such dispute or disagreement;

“Retained IP”

means all Intellectual Property existing in (a) the Trade Name; and (b) manuals, instructions, the format and design of customer notifications or marketing materials used by the Group prior to Completion which were created by any of the Retained Group or were used to a material extent by any of the Retained Group prior to Completion;

“Retained IT”

means computer hardware, software and networks used by a member of the Group prior to Completion and owned and controlled by a member of the Retained Group;

“Seller Guarantee”

means any guarantee, surety, security or indemnity or other contingent obligation of a member of the Group in relation to or arising out of any obligations or limitations of any member of the Retained Group;

“Seller’s Solicitors”

means Bryan Cave of 88 Wood Street, London EC2V 7AJ;

“Senior Employees”

means those persons described in clause 17.1 of Schedule 2;

“Service Document”

means a claim form, application notice, order, judgment or

other document relating to any Proceedings.

“Shared Information”

means all information (in whatever form held) including (without limitation) all:

(i)           formulas, designs, specifications, drawings, know-how, manuals and instructions;

(ii)          customer lists, sales, marketing and promotional information;

(iii)         business plans;

(iv)         technical or other expertise; and

(v)          computer software and all accounting and tax records, correspondence, orders and enquiries;

which relates (but not exclusively or predominantly) to the business of a member of the Group whether in the ownership of the Group or the Retained Group at Completion. For purposes of clarity, in the event information that is Shared Information is derived from similar information that is Retained Information or Business Information such Shared Information shall not include rights in the underlying Retained Information or Business Information, which shall remain the sole and exclusive property of the Retained Group or the Company as applicable but the derived information shall constitute Shared Information. For the avoidance of doubt in the event the parties are in dispute or disagreement as whether any information is Shared Information, Business Information or Retained Information, the information shall be presumed to be Shared Information and shall be treated as such hereunder pending resolution of any such dispute or disagreement.

“Shares”

means all the issued shares in the capital of the Company;

“Share Purchase Documents”

means this Agreement, the Tax Covenant, the Transitional Services Agreement, Disclosure Letter and any other agreements entered into pursuant to this Agreement;

“Solicitors’ Letter”

means the letter of solicitors for the Purchaser in a form to be agreed by the parties and containing the elements set out in Attachment 5;

“Subsidiary”

means Edward Jones Nominees Limited, basic information concerning which is set out in Part B of Attachment 1 (Basic

information about the Subsidiary);

“Target Employees”

means those persons set forth on Attachment 4;

“Tax”

has the meaning given to that expression in the Tax Covenant;

“Tax Authority”

has the meaning given to that expression in the Tax Covenant;

“Tax Covenant”

means the tax covenant in the agreed form;

“Tax Warranties”

means the Warranties set out in paragraphs 19 to 35 of Schedule 2 and “Tax Warranty” shall be construed accordingly;

“TCGA   1992”

means the Taxation of Chargeable Gains Act 1992;

“Title Warranties”

means the warranties set out in paragraph 1 of Schedule 2 (Warranties) and “ Title Warranty ” shall be construed accordingly;

“Trade Name”

the trade name ‘Edward Jones’ and all logos, stylised versions and colourable imitations thereof;

“Transitional Services Agreement”

means a transitional services agreement to be entered into between the Purchaser and the Seller in the agreed form (save for changes to the Schedules of that agreement agreed between the parties prior to Completion);

“VAT”

means value added tax as provided for in Directive 2006/112/EC and charged in accordance with the provisions of VATA 1994 and any other Tax of a similar nature which is introduced in substitution for or in addition to such Tax;

“VATA   1994”

means the Value Added Tax Act 1994;

“Warranties”

means the warranties set out in Schedule 2 (Warranties) given by the Seller and “Warranty” shall be construed accordingly;

“Warranty Claim”

means a claim for breach of any of the Warranties;

“Working Hours”

means 9.30 a.m. to 5.30 p.m. on a Business Day.

1.2

In this Agreement, unless otherwise specified:

(A)

references to clauses, sub-clauses, paragraphs, sub-paragraphs, Schedules and Attachments are to clauses, sub-clauses, paragraphs, sub-paragraphs of, and Schedules and Attachments to, this Agreement;

(B)

a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted except to the extent that any amendment or modification made or coming into effect of any statute or statutory provision after the date of this Agreement would increase or alter the liability of the Seller under this Agreement;

(C)

references to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;

(D)

references to a “person” shall be construed so as to include any individual, firm, company, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);

(E)

use of any genders includes the other genders;

(F)

the expressions “accounting reference date” , “accounting reference period” , “allotment” , “debentures” , “holding company” , “paid up” , “profit and loss account” , “subsidiary” , “subsidiary undertaking” and “wholly-owned subsidiary” shall have the meaning given in the Companies Acts, the expression “ current assets ” shall have the meaning given in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008 No. 410) and the definition of “ body corporate ” shall have the meaning given in section 1173 Companies Act 2006;

(G)

a person shall be deemed to be connected with another if that person is connected with another within the meaning of section 839 ICTA 1988;

(H)

references to writing shall include any modes of reproducing words in a legible and non-transitory form;

(I)

references to times of the day are to London time;

(J)

headings to clauses, Schedules and Attachments are for convenience only and do not affect the interpretation of this Agreement;

(K)

the Schedules and Attachments form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules;

(L)

references to the knowledge, belief or awareness of the Seller (or similar phrases) shall be limited to the actual knowledge of Timothy Kirley having made reasonable enquiries;

(M)

references to any English legal term 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; and

(N)

references to any document in the “agreed form” means the document in a form agreed by the parties to this Agreement and initialled for the purposes of identification by the Purchaser and the Seller;

(O)

any indemnity or covenant to pay (the “ Payment Obligation ”) being given on an “ after-Tax basis ” or expressed to be “ calculated on an after-Tax basis ” means that the amount payable pursuant to such Payment Obligation (the “ Payment ”) shall be calculated in such a manner as will ensure that, after taking into account:

(A)

any Tax required to be deducted or withheld from the Payment;

(B)

the amount and timing of any additional Tax which becomes payable by the recipient of the Payment as a result of the Payment’s being subject to Tax in the hands of the recipient of the Payment; and

(C)

the amount and timing of any Tax benefit which is obtained by the recipient of the Payment to the extent that such Tax benefit is attributable to the matter giving rise to the Payment Obligation or to the receipt of the Payment;

(P)

references to "costs" and/or "expenses" incurred by a person shall not include any amount in respect of VAT comprised in such costs or expenses for which either that person or, if re l evant, any other member of the VAT group to which that person belongs is entitled to credit as input tax.

2.

Sale and purchase

2.1

The Seller shall sell, with full title guarantee and the Purchaser shall purchase the Shares free from all charges and encumbrances and from all other rights exercisable by third parties, together with all rights attached or accruing to them at Completion.

2.2

The Seller waives all rights of pre-emption over any of the Shares conferred upon it by the articles of association of the Company or in any other way and undertakes to take all reasonable steps necessary to ensure that any rights of pre-emption over any of the Shares are waived at the cost and expense of the Purchaser.

3.

Conditions

3.1

Completion is conditional on the following Condition being satisfied in accordance with this Agreement.

(A)

the FSA having notified the Purchaser in writing before the expiration of the assessment period (as defined in section 189 of FSMA) that it approves the acquisition by the Purchaser (and the other proposed controllers) of control of the Company pursuant to this Agreement; or

(B)

the assessment period referred to in clause (A) having elapsed without the FSA having served a written notice of objection on any of the Purchaser or any other proposed controllers or informing any of the Purchaser or any other proposed controllers that the FSA Change of Control Applications is incomplete,

3.2

As soon as reasonably practicable following the execution of this Agreement the Purchaser shall submit the FSA Change of Control Applications to the FSA (and shall provide copies of all such applications to the Seller).

3.3

The Seller and the Purchaser shall use their respective best efforts to achieve (to the extent that they are able) satisfaction of the Condition (and, without limitation to the generality of the foregoing, the Seller shall give the Purchaser such assistance as the Purchaser shall reasonably require (and the Seller is able to provide) to achieve satisfaction of the Condition), as soon as reasonably possible after the date of this Agreement and in any event not later than 5pm on the Longstop Date. The Purchaser shall notify the Seller promptly and in any event, within 1 Business Day after receiving notice of the satisfaction of the Condition and shall provide the Seller with regular updates (at intervals of not less than once per week) on the progress of such application pending satisfaction of the Condition.

3.4

If, at any time, the Purchaser or the Seller becomes aware of a fact or circumstance that is likely to prevent the Condition being satisfied, it shall as soon as reasonably practicable inform the other party of the matter.

3.5

The Purchaser shall, to the extent reasonably practicable and permitted by the FSA, give the Seller reasonable advance notice of all meetings and any other formal communication that the Purchaser conducts with the FSA in connection with the FSA Change of Control Applications and will invite the Seller to participate in such meetings and communications. Until the earlier of satisfaction of the Condition or termination of this Agreement, the Purchaser will as soon as reasonably practicable (and to the extent permitted by the FSA) provide to the Seller copies of all relevant documents, information and correspondence received from the FSA from time to time, provided that the Purchaser shall be able to redact any information within such communication to the extent that it represents information which is (i) commercially confidential to the Purchaser or any other member of the Purchaser’s Group or (ii) is confidential and pertains to plans or proposals which the Purchaser or any other member of the Purchaser’s Group has in relation to the Group or (iii) is confidential and relates to the ownership, control or management of the Group.

3.6

The Seller shall, to the extent reasonably practicable and permitted by the FSA, give the Purchaser reasonable advance notice of all meetings and any other communication that the Seller or a member of the Group conducts with the FSA in connection with the FSA Change of Control Applications and (if permitted by the FSA) will invite the Purchaser to participate in such meetings and communications. Until the earlier of satisfaction of the Condition or termination of this Agreement, the Seller will as soon as reasonably practicable (and to the extent permitted by the FSA) provide to the Purchaser copies of all relevant documents, information and correspondence received from the FSA by the Seller or a member of the Group from time to time provided that the Seller shall be able to redact any information within such communication to the extent that it represents information which is commercially confidential to the Seller or any other member of the Retained Group.

3.7

If the Condition has not been satisfied by 5pm on the Longstop Date, either the Seller or the Purchaser shall be able to terminate this Agreement immediately upon the giving of notice in writing to the other.

3.8

If this Agreement terminates in accordance with clause 3.7, all further rights and obligations of the parties to this Agreement shall end (save for the provisions of clauses 26 (Announcements), 27 (Confidentiality) and 28 (Cost and Expenses), but such termination does not affect any of the parties’ accrued rights and liabilities).

4.

Conduct of business before Completion

4.1

Subject to sub-clause 4.2 , the Seller shall procure that between the date of this Agreement and Completion the Group shall carry on business in the normal and ordinary course and not do anything not in the normal and ordinary course, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) and, in particular (but without prejudice to the generality of the foregoing), that no member of the Group shall do any of the acts or matters listed in Schedule 4 (Conduct of business before Completion) without the

4.2

Sub-clause 4.1 shall not operate so as to restrict or prevent:

(A)

Completion or the performance of any obligations undertaken or assertion of rights pursuant to any contract or arrangement entered into by any member of the Group prior to the date of this Agreement; or

(B)

any matter undertaken at the written request of the Purchaser.

4.3

Subject to applicable law and the terms of the Confidentiality Agreement, as from the date of this Agreement, until the sooner of Completion or termination of this Agreement pursuant to the terms hereof, the Purchaser and any persons authorised by it (provided such persons have agreed in writing to comply with the terms of the Confidentiality Agreement) will be given reasonable access during Working Hours on reasonable advance written notice having been given to the premises (provided that such access may be declined if the Seller, acting reasonably, believes it would materially disrupt the business of the Group), to all information (including, without limitation, all Business Information, Shared Information, notices, correspondence, books of account, records and all other documents but excluding any Retained Information) relating to the Group and its business and all directors and senior employees, of each member of the Group and the directors and senior employees of each member of the Group will be instructed as soon as reasonably practicable to give all such information and explanations in connection therewith to the Purchaser or any such persons as the Purchaser may reasonably request.

4.4

If the Seller materially breaches clause 4.1 or Schedule 4 at any time prior to Completion, and, in the case of a breach that is capable of being remedied, the Seller fails to remedy such breach before Completion, the Purchaser may terminate this Agreement by notice in writing to the Seller. If this Agreement terminates in accordance with this clause 4.4 , all further rights and obligations of the parties to this Agreement shall end (save for the provisions of clauses 26 (Announcements), 27 (Confidentiality) and 28 (Costs and Expenses), but such termination does not affect any of the parties’ accrued rights and liabilities).

5.

Consideration

6.

Completion

6.1

Completion shall take place on the Completion Date at the offices of the Seller’s Solicitors in London.

6.2

At Completion the Seller shall do those things listed in Part A (Seller’s obligations) of Schedule 1 (Completion arrangements) and the Purchaser shall do those things listed in Part B (Purchaser’s obligations) of Schedule 1 (Completion arrangements).

6.3

Neither the Purchaser nor the Seller shall be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completed simultaneously.

6.4

If the respective obligations of the Seller and/or the Purchaser under sub-clause 6.2 and Schedule 1 (Completion arrangements) are not complied with on the Completion Date the Purchaser or, as the case may be, the Seller may (to the extent that such non-compliance has arisen due to the action or inaction of the other party and not itself):

(A)

defer Completion (so that the provisions of this clause 6 shall apply to Completion as so deferred); or

(B)

proceed to Completion as far as practicable (without limiting its rights under this Agreement); or

(C)

terminate this Agreement by notice in writing to the other party.

6.5

If this Agreement is terminated in accordance with sub-clause 6.4 (and without limiting any party’s right to claim damages), all obligations of the Seller and the Purchaser under this Agreement shall end (except for the provisions of clauses 26 (Announcements) 27 (Confidentiality) and 28 (Costs and Expenses) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist.

6.6

Payment by or on behalf of the Purchaser of the amount payable under clause 5 (Consideration) in accordance with paragraph 1(A) of Part B (Purchaser’s obligations) of Schedule 1 (Completion arrangements), shall discharge the obligations of the Purchaser under clause 2 (Sale and purchase).

6.7

The parties agree that the provisions of Schedule 6 shall apply.

7.

Locked Box

7.1

The Seller undertakes that from and including 25 September 2009 and until Completion, other than Permitted Leakage:

(A)

no member of the Group has declared, authorised, paid or made (whether actual or deemed) to any member of the Retained Group any dividend, distribution or other return of capital (whether by reduction of capital or purchase of shares) or will do any of those things;

(B)

no member of the Group has transferred or surrendered any asset to, or assumed, indemnified or incurred any liability (including, without limitation, any indebtedness, expenses or costs) for the benefit of, any member of the Retained Group or will do any of those things;

(C)

no member of the Group has waived or released in favour of member of the Retained Group, nor has any member of the Retained Group failed to pay when due, any sum or obligation due by any such member of the Retained Group to any member of the Group or will do any of those things;

(D)

no payment, management charge or fee of any nature has been or will be levied by, or for the benefit of, any member of the Retained Group against any member of the Group and there has been no payment of any nature including, without limitation, any payment of any management, service or similar fee or compensation or loan by a member of the Group to, or for the benefit of, any member of the Retained Group;

(E)

no member of the Group has entered into, and will not enter into, any agreement or arrangement with any member of the Retained Group and has not amended and will not amend an agreement with any member of the Retained Group in such a way as to increase the cost to that member of the Group;

(F)

no member of the Group has incurred or paid, nor will they incur or pay any amount to any person whether as fees, bonus or otherwise in connection with any sale and purchase of the Shares;

(G)

none of the matters referred to in clauses (A) to (F) has taken place where the person directly benefiting is not a member of the Retained Group but as a consequence of a direct or indirect agreement or arrangement between such person and any member of the Retained Group obtains a benefit;

(H)

no group company has made or entered into any agreement or arrangement to give effect to any of the matters referred to in sub-clauses (A) to (G) above, (together, the “ No Leakage Undertakings ”).

7.2

For the purposes of sub-clause 7.1 , the “Retained Group” includes any nominee, agent or director of any member of the Retained Group and any person “connected” to a director of any member of the Retained Group within the meaning of section 252 of the 2006 Act.

7.3

If there is a breach of any of the No Leakage Undertakings, the Seller covenants to pay to the Purchaser on demand an amount equal to all Losses the Purchaser and/or any member of the Group incurred as a result of a breach of the No Leakage Undertakings and all payments or distributions made or assets transferred or surrendered or liabilities assumed, indemnified or incurred or sums or obligations waived by any member of the Group in breach of the No Leakage Undertakings. Notwithstanding any other provisions of this Agreement, the provisions of this sub-clause 7.3 shall not be subject to any limitations on the Seller’s liability contained in this Agreement (including, clause 10 (Purchaser’s remedies and Seller’s limitations on liability) and Schedule 3 ) (Limitations on Seller’s liability).

8.

Adjusted Net Assets

8.1

The parties acknowledge that the intention of this clause 8 is that payments should be made (in accordance with this clause 8 ) such that the Seller receives an amount equal to the amount

8.2

The Purchaser shall procure that the Company pays (provided it is able and it would be lawful for it to do so) or (if (a) the Company is unable; or, (b) it would be unlawful ; or (c) in violation of any rule, regulation, policy or procedure of any governmental or regulatory authority for it to do so; or (d) the Purchaser determines that the Purchaser should pay), the Purchaser shall itself pay to the Seller in accordance with clause 8.3 an amount equal to (i) the Estimated Adjusted Net Assets less (ii) £31,000,000, provided that if such amount is negative then no payment shall be due (the “ Interim Amount ”).

8.3

The Interim Amount shall be paid as follows:

(A)

immediately prior to Completion, the Seller shall procure that the Company transfers to the Seller’s Solicitors’ client account an amount equal to the Interim Amount, to be held to the order of the Company; and

(B)

immediately following Completion, the Purchaser shall procure that the amount referred to in clause 8.3(A) is paid to the Seller, such payment to be effected by the Seller’s Solicitor’s then being deemed to hold such amount on behalf of the Seller.

8.4

The Adjusted Net Assets shall be agreed or determined in accordance with Schedule 7 (Completion Statement) and:

(A)

(i)            if the Adjusted Net Assets is greater than £30,000,000 (the amount by which it is greater being the “ Excess Amount ”) then within 5 Business Days of the Adjusted Net Assets being so agreed or determined:

(a)

if the Excess Amount is greater than the Interim Amount, the Purchaser shall procure that the Company pays (provided it is able and it would be lawful for it to do so) or (if (a) the Company is unable; or, (b) it would be unlawful ; or (c) in violation of any rule, regulation, policy or procedure of any governmental or regulatory authority for it to do so; or (d) the Purchaser determines that the Purchaser should pay), the Purchaser shall itself pay to the Seller the amount by which the Excess Amount is greater than the Interim Amount;

(b)

if the Excess Amount is equal to the Interim Amount, then no amount shall be payable by the Purchaser or the Company to the Seller or the Seller to the Purchaser pursuant to this Clause 8.4(A) ;

(c)

if the Excess Amount is less than the Interim Amount, then the Seller shall pay to the Purchaser the amount by which the Excess Amount is less than the Interim Amount; or

(ii)

if the Adjusted Net Assets is less than or equal to £30,000,000 then within 5 Business Days of the Adjusted Net Assets being so agreed or determined the

(B)

on the first anniversary of Completion, the Purchaser shall procure that the Company pays (provided it is able and it would be lawful for it to do so) or (if (a) the Company is unable; or, (b) it would be unlawful ; or (c) in violation of any rule, regulation, policy or procedure of any governmental or regulatory authority for it to do so; or (d) the Purchaser determines that the Purchaser should pay), the Purchaser shall itself pay £5,000,000 to the Seller.

8.5

The Seller undertakes to provide the Estimated Adjusted Net Assets to the Purchaser not less than 3 Business Days prior to Completion.

8.6

For the avoidance of doubt, the Purchaser will procure that:

(A)

if the Company makes a payment under clause 8.4 or clause 8.5 , its Capital Resources (as such term is defined in the glossary to the FSA’s Handbook of Rules and Guidance) immediately following such payment equal or exceed the amount required for the Company by the FSA;

(B)

if the Seller is required to repay any amount paid by the Company pursuant to this clause 8 as a result of the Company becoming insolvent or going into administration or such payment having been unlawful, then the Purchaser will promptly pay to the Seller an amount equal to the amount that it is so required to repay.

9.

Seller’s warranties and undertakings

9.1

Subject to sub-clauses 11.1 and 11.2 (Purchaser’s remedies and Seller’s limitations on liability), the Seller warrants to the Purchaser that each of the Warranties is accurate in all respects at the date of this Agreement and that the Title Warranties will be accurate in all respects and not misleading at the Completion Date as if repeated immediately before Completion by reference to the facts and circumstances subsisting at that date on the basis that any reference in the Title Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to the Completion Date.

9.2

The Purchaser acknowledges that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than the Warranties and other provisions of the Share Purchase Documents and acknowledges that none of the Seller, any member of the Retained Group, any member of the Group or any of their agents, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements.

9.3

Each of the Warranties shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty.

9.4

Any amount paid by the Seller in respect of a claim under the Warranties, the Indemnities, the Tax Covenant or otherwise under this Agreement (net of any repayment in respect thereof by the Purchaser in accordance with any of the provisions of this Agreement or the Tax Covenant) shall, so far as possible, be treated as an adjustment to (and reduction in the amount of) all amounts paid as consideration for the Shares.

10.

Purchaser’s warranties and undertakings

10.1

The Purchaser has the requisite power and authority to enter into and perform this Agreement and the other Share Purchase Documents to which it is a party.

10.2

This Agreement has been duly authorised, executed and delivered by the Purchaser, and the obligations of the Purchaser under this Agreement constitute, and the obligations of the Purchaser under the other Share Purchase Documents will, when delivered, constitute the valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

10.3

The execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and the other Share Purchase Documents will not:

(A)

result in a breach of any provision of the memorandum or articles of association, bylaws or any other similar organisational documents of the Purchaser or any member of the Purchaser’s Group;

(B)

result in a breach of, or constitute a default under, any instrument to which the Purchaser or any member of the Purchaser’s Group is a party or by which the Purchaser or any member of the Purchaser’s Group is bound;

(C)

result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser or any member of the Purchaser’s Group is a party or by which the Purchaser or any member of the Purchaser’s Group is bound; or

(D)

save to the extent already obtained, require the consent of the Purchaser’s shareholders or of any other person.

10.4

Except for the filings required to be made with the FSA and the other actions required to be taken under clause 3 of this Agreement, no consent, approval or authorisation of, or notice or filing with, any governmental or regulatory authority is required in connection with the due execution, delivery and performance by the Purchaser or any members of the Purchaser’s Group of the Share Purchase Documents to which any of them is a party, or the consummation of the transactions contemplated by the Share Purchase Documents (including the payment of the amounts due under this Agreement (including the amounts under clause 8 (Adjusted Net Assets) and Schedule 6 (Pre sale losses)).

10.5

The Purchaser acknowledges that the Company has accrued in the Management Accounts, and will continue to accrue until the Completion Date, certain amounts for the benefit of the Company’s employees in respect of the following: (i) for services rendered prior to the

10.6

Purchaser shall use best efforts to provide the Solicitors’ Letter at Completion. In the event that Purchaser is unable, despite its best efforts, to deliver the Solicitors’ Letter at Completion, Purchaser shall deliver at Completion an indemnity from its ultimate parent holding company, in a form reasonably satisfactory to the Seller, indemnifying Seller and the Retained Group against any and all Losses suffered by Seller and/or any member of the Retained Group arising out of breach of any of the Purchaser’s warranties in this clause 10.

11.

Purchaser’s remedies and Seller’s limitations on liability

11.1

The Purchaser shall not be entitled to claim that any fact, matter or circumstance causes any of the Warranties to be breached if fairly disclosed in the Disclosure Letter. The Purchaser shall not be entitled to claim than any fact, matter or circumstance causes any of the Warranties or the Mis-Selling Indemnity to be breached if it relates to a matter specifically and fully provided for in the Accounts.

11.2

No liability shall attach to the Seller in respect of claims under the Warranties, the Mis-Selling Indemnity or the Tax Covenant, as the case may be, if and to the extent that the limitations set out in Schedule 3 (Limitations on the Seller’s liability) apply.

11.3

If, between the time of this Agreement and Completion, the Purchaser becomes aware of any fact, matter or circumstance that would constitute a material breach of any of the Warranties the Purchaser shall immediately give written notice to the Seller in relation to such fact, matter or circumstance. If the Seller has not rectified such fact, matter or circumstance by the day before the Completion Date then the Purchaser shall be entitled on the Completion Date to terminate this Agreement by notice in writing to the Seller. For the purposes of this clause 11.3 a breach of a Warranty shall be material if a barrister (qualified in English law) of not less than 10 years’ call provides a written opinion to the effect that, were the matter to proceed to a court or arbitration hearing in the UK, the Purchaser would have a reasonable prospect of being awarded a sum of more than £150,000 by way of damages in respect of such breach. Both the Seller and the Purchaser shall be given the opportunity to make written submissions to such barrister.

11.4

If this Agreement is terminated in accordance with sub-clause 11.3 , all obligations of the Seller and the Purchaser under this Agreement shall end (except for the provisions of clauses 26

11.5

If, following Completion, the Purchaser becomes aware (whether it does so by reason of any disclosure made pursuant to clause 9 (seller’s warranties and undertakings) or not) that there has been any breach of the Warranties or any other term of this Agreement, the Purchaser shall not be entitled to terminate or rescind this Agreement.

11.6

The Purchaser shall not be entitled to claim that any fact, matter or circumstances causes any of the Warranties to be breached to the extent that such fact, matter or circumstance was both (i) actually known to Andrew Fisher or Paul Wright and (ii) Andrew Fisher or Paul Wright were actually aware that such fact, matter or circumstance constituted a breach of the Warranties.

12.

Restrictions on Seller’s business activities

12.1

Subject to the provisions of clause 12.3 , the Seller undertakes to the Purchaser, (the Purchaser acting for itself and as agent and trustee for each other member of the Purchaser’s Group) that it will not, and will procure that each member of the Retained Group will not do any of the following things:

(A)

neither pending nor within three years after the Completion Date, be engaged or directly or indirectly interested in carrying on the business of providing Independent Financial Services in the United Kingdom. This clause shall not prevent the holding of shares in a listed company for investment purposes only that do not confer more than five per cent of the votes which could normally be cast at a general meeting of the company;

(B)

disclose to any other person or (in any way which may be detrimental to the business of any member of the Group as carried on at the Completion Date) use any information relating to any business or activity of any member of the Group for so long as that information remains Confidential Business Information or Confidential Shared Information;

(C)

neither pending nor within three years after Completion, solicit custom of any person to whom by any member of the Group in the course of its business within the United Kingdom provided, supplied or carried out Independent Financial Services during the two years before Completion Date, in respect of the provision, supply or carrying out of Independent Financial Services within the United Kingdom;

(D)

neither pending nor within three years after Completion, solicit or entice away from the employment of any member of the Group any natural person at present an employee of and/or who is engaged as a financial adviser working for any member of the Group (unless such person has left the employment of the Group pursuant to the terms of the transaction contemplated herein or in circumstances that were instigated by the Group or the Purchaser’s Group following Completion; nor

12.2

Each undertaking contained in this clause shall be construed as a separate undertaking and if one or more of the undertakings is held to be against the public interest or unlawful or in any way an unreasonable restraint of trade, the remaining undertakings shall continue to bind the Seller.

12.3

Notwithstanding the foregoing, nothing in this Agreement shall prevent the Retained Group from providing financial services (where it is lawful for them to do so) in connection with non-UK investments to customers who are non-UK citizens or UK citizens not resident in the UK or who have a dual residency within and outside the UK (including the provision of services to such customers who thereafter re-establish residency in the UK).

13.

Intellectual Property and Business Information

13.1

Save as provided in the Transitional Services Agreement, the Seller shall procure that in so far as the same is not owned and within the exclusive control of the Group as at the date of this Agreement, at Completion all rights, title and interest in the Business Information which is within the control of or owned by a Retained Group member is transferred by the Retained Group to the Purchaser or a company nominated by the Purchaser for a nominal consideration. Further, the Seller shall procure that as at Completion, the Group is in possession of all Business Information. The Seller shall procure that with effect from Completion neither the Seller nor any member of the Retained Group shall have any right, title or interest in or to any Business Information and shall cease all and any use of the same; provided, however, the Seller shall (to the extent that it already has the same) be entitled to retain a copy of all Business Information, and any such Business Information not retained by the Seller shall be made available for inspection (during Working Hours) and copying (at the Seller’s expense) upon advance written notice to the Purchaser. The Seller shall only be entitled to use any such copy of the Business Information for the purposes of dealing with its or any Retained Group member’s Tax accounting affairs or any audit, investigation or regulatory requirement relating to the business and transactions of the Group prior to Completion; any such copies shall be Confidential Business Information of the Purchaser and subject to the terms of clause 27 (Confidentiality).

13.2

The Purchaser acknowledges that neither the Group nor the Purchaser shall have any rights whatsoever in the Retained Information.

13.3

The Seller hereby grants, and shall procure the grant by each member of the Retained Group, (with effect from Completion) to the Purchaser a non-exclusive, perpetual, irrevocable, worldwide, assignable, royalty-free licence (with the right to sub-license) to use the Shared Information as and to the extent required in the conduct of the business of the Group. The Shared Information licensed to the Purchaser pursuant to this clause 13.3 shall be Confidential Shared Information of the Retained Group and subject to the terms of clause 27 (Confidentiality), subject to the right of the Purchaser to use it as it may be required in the conduct of the business of the Group.

13.4

The Purchaser hereby grants, and shall procure the grant by each member of the Group, (with effect from Completion) to the Seller a non-exclusive, perpetual, irrevocable, worldwide, assignable, royalty-free licence (with the right to sub-license) to use the Shared Information as and to the extent required in the conduct of the business of the Retained Group. The Shared Information licensed by the Purchaser to the Seller pursuant to this clause 13.4 shall be Confidential Shared Information of the Group and subject to the terms of clause 27 (Confidentiality), subject to the right of the Seller to use it as it may be required in the conduct of the business of the Retained Group.

13.5

The Seller shall procure that all agreements between any member of the Group and any member of the Retained Group terminate at Completion and the Seller agrees and shall procure that no member of the Group or the Purchaser’s Group shall incur any liability in connection with or as a result of such termination.

13.6

Save only as expressly provided in the Transitional Services Agreement, with effect from Completion, the Group shall cease any and all use of the Trade Name and the Retained IP. The Purchaser shall procure that within 10 Business Days of Completion, the corporate name of each member of the Group is changed (and shall deliver to the Seller a copy (certified by a director or the secretary of the Purchaser to be a true copy) of the relevant certificates issued by the Registrar of Companies reflecting the change of name of the Company and the Subsidiary) to a name that does not include and is not confusingly similar to the Trade Name.

14.

Indemnities

14.1

The Seller covenants with the Purchaser that the Seller will pay to the Purchaser or to such person as the Purchaser may direct an amount calculated on an after-Tax basis equal to the aggregate of all Mis-Selling Liabilities and all Losses incurred or suffered by any member of the Group or the Purchaser’s Group as a result of or in relation to a Mis-Selling Claim, Complaint or Investigation provided that the Seller shall not be liable under this clause 14 with respect to any indemnity claim unless:

(A)

with respect to a Mis-Selling Indemnity Claim made in the Claim Period, the aggregate amount of Mis-Selling Indemnity Claims made in that Claim Period exceeds £300,000 (not including any fees or costs in connection with investigating or pursuing the claim), in which event the Seller shall be liable for the excess above £300,000; and

(B)

the relevant Mis-Selling Indemnity Claim was made prior to the expiration of the Claim Period; and

(C)

the liability of the Seller in respect of such Mis-Selling Indemnity Claim shall absolutely determine (if such Mis-Selling Indemnity Claim has not been previously settled, satisfied or withdrawn) if legal proceedings, arbitration or other regulatory dispute resolution mechanisms in respect of such Mis-Selling Indemnity Claim shall not have commenced within 15 months of the expiration of the Claim Period and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been properly issued and validly served upon the Company.

14.2

The Seller covenants with the Purchaser that the Seller will pay to the Purchaser or to such person as the Purchaser may require an amount calculated on an after-Tax basis equal to all Losses and Taxes (including any amounts payable with respect to breach of contract, wrongful dismissal, unfair dismissal, redundancy or under or in connection with any breach of any legislation relating to the employment or engagement of personnel) incurred by the Purchaser’s Group or the Group as a result of or in connection with the termination of the employment of the Target Employees prior to Completion.

15.

Property

15.1

The Seller covenants with the Purchaser that the Seller will pay to the Purchaser or to such persons as the Purchaser may direct, an amount, calculated on an after-Tax basis, equal to the aggregate of all rents, service charges, rates, arrears, liabilities, losses, charges, costs, claims or demands incurred or suffered by the Company or the Purchaser in relation to the Head Office Lease (including under any assignment or authorised guarantee agreement) and in complying with any terms and obligations placed upon the Company as a tenant under the Head Office Lease (the “ Property Indemnity” ).

15.2

Until the Head Office Lease is assigned by the Company to a third party or terminated with the consent of the landlord, the Seller agrees to pay (quarterly in advance and on the usual quarter days or such other day as the Purchaser may notify to the Seller) to the Purchaser or to such persons as the Purchaser may direct, an amount equal to aggregate of all rents, service charges, rates, insurance costs and any other sums due in relation to the Head Office Lease with respect to or during such quarter. The Purchaser will notify the Seller of the amounts payable under this clause 15.2 from time to time. The Purchaser shall (or shall procure that the Company shall) pay such sums in accordance with the Company’s obligations in respect of the Head Office Lease.

15.3

The Purchaser agrees with the Seller to comply with all material terms and conditions of the Head Office Lease in so far as it applies to the use and occupancy by a member of the Group during the three month period referred to in clause 15.4 .

15.4

The Purchaser agrees and acknowledges that following 90 days after the Completion Date (or earlier on the date that the Seller has assigned the Head Office Lease in accordance with clause 15.5 ) Purchaser hereby irrevocably and unconditionally agrees that it shall vacate and shall procure that the Group vacates the premises under the Head Office Lease. Seller shall have the exclusive right to negotiate with the landlord under the Head Office Lease with respect to the termination or assignment thereof or sub-leasing of the premises thereunder, provided that such termination, assignment or sub-leasing may not take place during the three month period referred to in this clause 15.4 and all costs, expenses and payments in relation to such termination, assignment or sub-leasing shall be paid and borne by the Seller. Upon request of the Seller, the Purchaser shall at the Seller’s cost and expense (i) provide such assistance as the Seller may reasonably request in connection with its negotiations with the landlord in relation to the termination or assignment of the Head Office Lease and (ii) procure that the Company assigns the Head Office Lease back to the Seller.

15.5

The Seller shall use its reasonable endeavours to assign the Head Office Lease as soon as practicable but in no event later than 90 days after the Completion Date (the “ Target Date ”). If the assignment of the Head Office Lease to a third party has not been completed by the Target Date, the Seller shall procure that the Head Office Lease is assigned to the Seller as soon as practicable but in no event later than 90 days after the Target Date.

15.6

The Seller shall use its best endeavours at its own expense to obtain the consent of the landlord of the Head Office Lease to the assignments referred to in clause 15.5 (the “ Landlord’s Consent ”) and where the landlord lawfully requires the Seller or the Company will enter into an authorised guarantee agreement. The Purchaser shall not be obliged to pay any moneys to the landlord nor to provide any guarantees by the Purchaser’s bankers, directors or any member of the Purchaser’s Group nor to lodge moneys by way of deposit nor provide any other form of security other than a direct covenant by the Company with any landlord relating to the observance and performance of the terms of the relevant lease in such form as the relevant landlord is entitled to require. If the Landlord’s Consent shall not have been obtained by three months following the Target Date the Seller shall at its own expense (but with such assistance as the Seller may reasonably require) make and pursue an application to the Court for a declaration that the Landlord’s Consent is being withheld unreasonably.

16.

Transitional Arrangements

16.1

Each of the parties shall comply with its obligations under the Transitional Services Agreement.

16.2

With effect from the date of this Agreement, the Seller shall use all reasonable endeavours to obtain the Service Permits (as defined in the Transitional Services Agreement) under the terms of clause 7 of that agreement.

18.

Access