Steps to implement Project Magic structure

1. Steps to implement Project Magic structure • Founder Managers incorporate a joint venture company (JV Co) with A Shares • [2,500] shares in total issued at [£0.01] per share • JV Co settles an Employee Benefit Trust (EBT) in Jersey with settlor capital of [£25] • Trustees of EBT will be domiciled in Jersey, using a local service provider • EBT subscribes for additional A Shares in JV Co • [2,500] shares in total issued at [£0.01] per share • Whilst EBT holds any A Shares, it will waive its rights to any dividend / capital distributions or voting [or EBT will vote the A Shares in accordance with the majority of A Shares held outside the EBT] • A Macquarie Bank Ltd subsidiary (MBL Sub) subscribes for B Shares in JV Co • [10] shares in total issued at [£0.01] per share • MBL Sub also enters into an Equity Commitment Agreement to inject additional capital of up to [£3.75m] over time • A Shareholders Agreement is entered into between the Founder Managers, EBT, MBL Sub and JV Co • [Consider if we need a separate A Shares Shareholders Agreement to be entered into by the Founder Managers and EBT in respect of governance rights attaching to those shares]

2. Structure post implementation Shareholders Agreement MBL Sub (UK) Managers (Various) EBT (Jersey) B Shares Equity Commitment up to [£3.75m] A Shares Waiver of rights A Shares JV Co (UK)

3. Material terms for structure • A Shares • From establishment on the [Commencement Date], 50% of rights to dividends, capital returns and [voting] except as set out below • [Two years] after the Commencement Date, JV Co performance test is undertaken. If: • Average [EBIT] over last 2 years is [US$20m] or more, no ratchet down • Average [EBIT] over last 2 years is between [US$17.5m] and [US$20m], ratchet down to 45% • Steps down to less than [US$5m], ratchet down to 10% • At each subsequent [Commencement Date anniversary], a performance test is undertaken • Test based on the maximum of any Rolling 2 Year Average [EBIT] since the [Commencement Date], where a Rolling Period begins on [the Commencement Date anniversary] in any particular year B Shares • Entitled to all distributions, capital returns and voting rights not allocated to the A Shares • Certain veto rights in respect of transfers of A Shares • Preferred rights to any surplus initial share capital (ie [£3.75m]) in certain circumstances • Other documents • Equity Commitment Agreement • MBL Sub commits to fund JV Co, through future B Share capital increases, by up to [£3.75m] • Equity commitment is drawn at any time, subject to limited conditions (solvency, authorised use, etc) • Tax indemnity • To mitigate tax risks being imposed on JV Co, any purchaser of A Shares is required to either: (i) acquire those shares at market value; or (ii) indemnify JV Co in respect of any NIC / PAYE / other tax liabilities triggered as a result of the transfer • EBT provisions • Whilst it holds any A Shares, EBT will waive its rights to any dividend / capital distributions or voting [or vote with majority] • Transfers of A Shares under ‘good/bad leaver provisions’ to be facilitated through the EBT. Any cash received will be held on trust for the benefit of the A Shareholders • JV Co Shareholders Agreement • Voting thresholds to be updated to reflect ‘direct investment’ of Managers